General Terms and Conditions of Purchase (GTCP)
1. General
1.1 Unless otherwise agreed in writing, these GTCS shall form the contractual basis for all business relations between TMH Hagenbucher AG and its suppliers of goods and/or services.
1.2 Deviating terms and conditions of the Supplier shall not be recognized and shall not form part of the contract unless TMH Hagenbucher AG has expressly agreed to their validity in writing. By accepting an order and/or delivery of goods, the Supplier declares its agreement with these GTCS.
1.3 These GTCS shall also apply if the Supplier confirms the order and/or delivery in deviation from them and TMH Hagenbucher AG accepts deliveries and services from the Supplier or pays for them in the knowledge that the Supplier's terms and conditions conflict with or deviate from these GTCS.
1.4 Unless explicitly stipulated otherwise, the written form requirement shall also apply to communication by fax or e-mail.
1.5 These GTCS are originally written in German. If translations deviate from this, the original German version shall apply.
2. Conclusion of the contract
2.1 TMH Hagenbucher AG shall only be bound by legally valid signed written contracts (framework agreements, individual contracts, orders, etc.).
2.2 Amendments or additions to contracts shall require the same written form.
2.3 Any order/purchase order (including the conditions and deadlines prescribed by TMH Hagenbucher AG) which is not objected to in writing by the Supplier within 5 working days shall be deemed confirmed.
2.4 Orders/purchase orders without a price indication or with indicative prices shall be deemed to be an invitation to submit a quotation and shall only become binding upon written confirmation of the quotation by VRIH.
2.5 Requests for quotations from the Supplier shall not be binding on TMH Hagenbucher AG. The preparation of offers by the supplier shall be free of charge, in particular without charging for visits or the preparation of offers and projects. The Supplier shall be bound by its offer for a period of 12 weeks following receipt of the offer by TMH Hagenbucher AG.
2.6 TMH Hagenbucher AG may request changes to the delivery item or the agreed service even after conclusion of the contract, insofar as this is reasonable for the Supplier. In the event of such changes, the effects for both parties, in particular with regard to additional or reduced costs and delivery dates, shall be adjusted appropriately.
2.7 Upon conclusion of the contract, the supplier undertakes to provide the service in accordance with the contract and on time.
2.8 International trade terms shall be interpreted in accordance with Incoterms 2020.
3. Deadlines, delay in delivery, benefit and risk, delivery documents, subcontractors, packaging
3.1 The specified delivery dates are to be understood as the date of receipt at the place of performance and are binding. Transportation times must be taken into account by the supplier accordingly. If a calendar week is agreed as the delivery date, the Friday of this week shall be the last delivery date.
3.2 TMH Hagenbucher AG shall be notified in writing of any delays in delivery as soon as they become known.
3.3 Partial or advance deliveries shall only be permitted with the written consent of TMH Hagenbucher AG.
3.4 If the agreed delivery period is exceeded, the Supplier shall be in default without further ado. In the event of a delay in delivery, TMH Hagenbucher AG shall be entitled to charge a contractual penalty of 0.2% of the net value of the goods of the delayed delivery per working day, up to a maximum of 5% of the value of the goods. Any further claims for damages shall remain unaffected by this. In all other respects, the statutory provisions shall apply.
3.5 The transfer of benefit and risk shall take place after acceptance of the delivery at the place of performance. If the agreed accompanying documents are not available, TMH Hagenbucher AG shall be entitled to store the delivery at the Supplier's expense and risk until they arrive or to reject the consignment.
3.6 Unless otherwise agreed in writing, the place of performance for the supplier's delivery obligation shall be the place of delivery specified in the order; for all other obligations, the place of business of the VRIH company placing the order.
3.7 The TMH Hagenbucher AG order number, the recipient of the goods, the exact article definition and the quantity actually delivered must be stated on all delivery documents.
3.8 In the case of deliveries of raw materials and if requested by TMH Hagenbucher AG, the usual or specified certificates of origin, properties and qualities must be enclosed. If the certificates are not enclosed with the delivery, TMH Hagenbucher AG shall be entitled to have the relevant tests carried out by third parties at the Supplier's expense.
3.9 The complete or partial subcontracting of orders/purchases to third parties or the change of an existing subcontractor is not permitted without the prior written consent of TMH Hagenbucher AG.
3.10. Packaging shall be carried out by the Supplier and at the Supplier's expense. The Supplier shall be liable for damage during transportation due to inadequate packaging. The Supplier undertakes to use environmentally friendly packaging. Furthermore, the supplier is obliged to take back used, completely emptied packaging free of charge.
4. Price and payment conditions
4.1 The prices agreed in writing in the individual case shall apply. Unless otherwise agreed in writing, the prices are fixed prices and DDP (delivery address) including packaging but excluding VAT/sales tax.
4.2 Payment periods shall commence upon receipt of a complete, proper and verifiable invoice, but not before receipt of the complete delivery (including documentation) or acceptance of the service.
4.3 TMH Hagenbucher AG shall be entitled to rights of set-off and retention to the extent permitted by law. If deadlines are exceeded, TMH Hagenbucher AG may offset corresponding special costs against the Supplier's claim (e.g. charges to the customer, transportation invoices incurred for special transports, etc.). The Supplier may only set off undisputed or legally established counterclaims. The Supplier shall only be entitled to rights of retention insofar as they are based on the same legal transaction.
4.4 Unless otherwise agreed, TMH Hagenbucher AG shall pay invoices for goods and services within 90 days of the date of issue, or within 10 days with a deduction of 3%.
4.5 Payment of invoices shall not be deemed to constitute acceptance of the goods and/or services to be supplied. Warranty claims can also be asserted after payment.
5. Incoming goods inspection, defects and warranty
5.1 Acceptance of the delivery shall be subject to inspection for defects, insofar as and as soon as this is feasible in the ordinary course of business. This only includes identity, completeness and externally recognizable defects of the goods. In this respect, the supplier waives the objection of delayed notification of defects.
5.2 The statutory provisions on material defects and defects of title shall apply, unless otherwise stipulated below.
5.3 Material defects and defects of title shall become statute-barred after 36 months unless longer periods are prescribed by law. The limitation period begins with the delivery of the goods. For subsequent performance carried out within the limitation period, the limitation period begins anew at the time when the supplier has completely fulfilled the claims for subsequent performance.
5.4 If the supplier does not fulfill his obligation to remedy the defect within a reasonable period of time set by VRIH, or if he finally refuses to remedy the defect before the expiry of the deadline, VRIH may remedy the defect itself and demand reimbursement of the necessary expenses. If the supplier has failed to remedy the defect, no deadline need be set.
5.5 In urgent cases, TMH Hagenbucher AG shall be entitled to remedy the defect itself or have it remedied by a third party at the supplier's expense in order to avert acute danger or avoid major damage, provided that a request by the supplier to remedy the defect is unreasonable due to the urgency of the matter. TMH Hagenbucher AG undertakes to inform the Supplier immediately of such warranty cases and of the nature and scope of the urgent measures taken.
5.6 The costs incurred by the Supplier for the purpose of inspection and subsequent performance (including any installation and removal costs) shall be borne by the Supplier.
5.8 The supplier is obliged to use environmentally friendly products and processes for its deliveries/services and also for subcontracted or ancillary services of third parties within the scope of economic and legal possibilities. The supplier shall be liable for the environmental compatibility of the products and packaging materials supplied and for all consequential damage caused by a breach of its obligations in this respect.
5.9 The supplier undertakes to comply with the relevant applicable legislation on product safety (e.g. Machinery Directive 2006/42/EC) and to hand over the correspondingly prescribed declarations of conformity and the associated documentation. All technical work equipment must comply with the generally recognized rules of technology and the applicable occupational health and safety and accident prevention regulations and must be equipped with the appropriate safety devices to prevent accidents and occupational illnesses. In case of doubt, the health and safety and accident prevention regulations at the place of performance shall apply.
6. Product liability
6.1 The Supplier shall indemnify TMH Hagenbucher AG in full against all third-party claims made against VRIH on the basis of product liability and similar standards in connection with the goods and/or services supplied by the Supplier.
6.2 TMH Hagenbucher AG reserves the right to assert corresponding claims against the supplier under relevant product liability laws.
6.3 TMH Hagenbucher AG undertakes to inform the Supplier immediately of any claims asserted by third parties.
7. Third-party property rights
7.1 The Supplier warrants that its deliveries and services are free from third-party industrial property rights.
7.2 In the event of an infringement of industrial property rights despite use by TMH Hagenbucher AG or its customers in accordance with the contract, the Supplier shall be obliged to procure the necessary rights from the holder of the industrial property rights at its own expense.
7.3 The Supplier shall indemnify TMH Hagenbucher AG and its customers against all claims of third parties due to alleged infringements of industrial property rights upon first request. The Supplier shall also reimburse TMH Hagenbucher AG or its customers for all expenses incurred by TMH Hagenbucher AG or its customers in connection with claims asserted by third parties.
8. Intellectual property / IP rights / no legal relationship similar to a partnership
8.1 The Supplier shall have no rights of retention whatsoever to drawings, models, samples and tools or to designs, software, algorithms, know-how and all other protected rights provided to it by TMH Hagenbucher AG or belonging to TMH Hagenbucher AG. They shall be surrendered to TMH Hagenbucher AG at any time upon first request. Reproduction, other use or use for or by third parties shall only be permitted with the prior written consent of TMH Hagenbucher AG.
8.2 Notifications of changes shall be sent to the Supplier in writing. In the event of changes to drawings (new index), the old drawings shall be destroyed and replaced by the new ones.
8.3 The Supplier acknowledges TMH Hagenbucher AG's unrestricted ownership of drawings, models, samples and tools as well as designs, software, algorithms, know-how and all other protected rights which are provided to it by TMH Hagenbucher AG or which belong to TMH Hagenbucher AG and undertakes to mark these accordingly (where possible) by means of suitable labeling (e.g. plaque 'Property of TMH Hagenbucher AG'). These rights shall remain entirely with TMH Hagenbucher AG. In particular, no license right shall be granted without an explicit separate written agreement.
8.4 The conclusion of supply or service contracts with the Supplier shall not create a company or a legal relationship similar to a company.
9. Confidentiality
9.1 The Supplier undertakes to treat all information provided by TMH Hagenbucher AG as confidential.
9.2 Information, projects and framework agreements may not be made accessible to third parties, either in whole or in part.
9.3 The confidentiality obligation shall not apply to information that was already known to the Supplier, was lawfully acquired from third parties, is generally known or is state of the art or has been released by TMH Hagenbucher AG.
9.4 Technical and commercial information of TMH Hagenbucher AG may only be used by the Supplier within the scope of the cooperation with TMH Hagenbucher AG.
10. Data protection
10.1 Both parties shall comply with the rules of data protection, in particular if they are granted access to the operations or hardware and software of the other party. The parties do not intend to process or use personal data on behalf of the other party. Rather, a transfer of personal data only occurs in exceptional cases as a secondary consequence of the contractual services of the parties. The personal data shall be treated by the parties in accordance with the applicable data protection regulations.
11. Export control
11.1 The Supplier shall be obliged to inform TMH Hagenbucher AG in its business documents of any licensing requirements or restrictions for (re-)exports of its deliveries in accordance with the provisions of the country of origin of its deliveries or any intermediate trading countries and, in particular, to send the following information to VRIH prior to the first delivery for deliveries subject to licensing:
Description of goods
All applicable export list numbers (including the Export Control Classification Number according to the US Commerce Control List [ECCN])
Commercial origin of goods
Commodity code according to the applicable code (e.g. HS code)
Contact person in his company to clarify any queries.
11.2 The Supplier is obliged to inform TMH Hagenbucher AG immediately of any changes to the approval requirements for its deliveries due to technical, legal changes or official findings.
12. Compliance
12.1 Within the business relationship with TMH Hagenbucher AG, the Supplier undertakes not to offer, grant, demand or accept advantages in business dealings or in dealings with public officials that violate applicable anti-corruption regulations.
12.2 The Supplier undertakes not to enter into any agreements or concerted practices with other companies within the business relationship with TMH Hagenbucher AG which have as their object or effect the prevention, restriction or distortion of competition in accordance with the provisions of antitrust law.
12.3 The Supplier warrants that it shall comply with the applicable laws governing the general minimum wage and that it shall impose the same obligations on subcontractors commissioned by it. In the event of a breach of the above assurance, the Supplier shall indemnify TMH Hagenbucher AG against claims by third parties and shall be obliged to reimburse any fines imposed on TMH Hagenbucher AG in this connection.
12.4 The Supplier shall comply with the relevant statutory regulations on supply chains, the treatment of employees, environmental protection and occupational safety and shall work to reduce the adverse effects of its activities on people and the environment. In particular, all substances delivered to TMH Hagenbucher AG that are subject to REACH registration shall be registered by the supplier. Furthermore, the supplier guarantees compliance with applicable conflict minerals legislation (e.g. EU Conflict Minerals Regulation).
12.5 TMH Hagenbucher AG reserves the right to withdraw from existing contracts or to terminate them without notice in the event of serious violations of the law by the Supplier or violations of the provisions in 12.1 to 12.4.
13. Further provisions
13.1 Publications concerning the subject matter of a contractual relationship with TMH Hagenbucher AG shall require the prior written consent of TMH Hagenbucher AG.
13.2 The Supplier undertakes to ensure that deliveries comply with the relevant applicable legislation. In the event of a breach of such provisions, the Supplier shall indemnify and hold VRIH harmless from and against any and all claims by third parties, including the authorities.
13.3 Amendments or supplements to these GTCS shall only be valid if made in writing.
13.4 Should provisions of these GTCS be or become invalid, this shall not affect the validity of the remaining provisions.
14. Applicable law and place of jurisdiction
14.1 These GTCS and all contracts concluded and declarations made by TMH Hagenbucher AG shall be governed by Swiss law without its conflict of law provisions and without the provisions of the Vienna UN Convention of April 11, 1980.
14.2 The place of jurisdiction for all disputes in connection with these GTCS, contracts and declarations made by TMH Hagenbucher AG and deliveries to TMH Hagenbucher AG shall be the registered office of the VRIH company affected by the relevant dispute.
14.3 TMH Hagenbucher AG shall be entitled to take legal action against the Supplier at the Supplier's registered office or at the place of performance.