§ 1 General provisions
- All orders placed by us shall be subject to these General Terms and Conditions of Purchase. Their application shall hereby be agreed upon for all future contracts of this type.
- Other terms and conditions shall only become effective if we have expressly accepted them in writing. However, they shall not apply even in those cases in which we do not answer a letter which refers to foreign terms and conditions or do not contradict it in individual cases.
§ 2 Conclusions of contracts
- The declarations made by us for conclusion of a contract shall require written form or written confirmation to become legally effective. This can also be done by fax.
- Should our orders not be accepted in writing within one week upon Receipt including a binding confirmation of the delivery period, we shall be entitled to withdraw our order.
- All information, data, samples and models which we provide for the supplier shall remain in our property and copyright. They may neither be copied nor disclosed to third parties. Provided that they are no longer required by the supplier within the proper course of business – in particular for the decision regarding acceptance of our orders or their performance - we are entitled to reclaim the information, data, samples and models at any time.
- If the supplier demands for specific compensation or reimbursement of expenses for manufacturing or procuring tools or templates in order to meet its contractual obligations, property rights in such tools, templates and associated technical documentations shall be transferred to us. Once the supplier does not need them any longer for meeting its contractual obligations, the supplier must return them to us.
§ 3 Prices
- The price stated in the order shall be binding and shall include delivery free from the named shipping place, including packaging, unless otherwise agreed.
§ 4 Delivery period
- The delivery dates agreed upon are binding. If the supplier realizes that he cannot meet a deadline, he shall be required to immediately inform us and to state the reasons as well as the expected duration of the delay.
- Documents required for performance of an order must only be provided by us if the supplier requests us to do so by determining a reasonable period. Before expiry of such period, he has no entitlement arising from missing documents.
- If the delivery is delivered before the agreed date, we reserve the right to return or store the delivery at the expenses and risk of the supplier. In each case, payments made by us shall be due at the agreed date.
- We only accept partial deliveries if they have expressly been agreed. In case of such partial deliveries, the remainder shall always be stated.
- If the supplier is in delay, he shall be obligated to fully compensate damages due to delayed delivery. This includes, among other things, night and holiday surcharge to be paid to employees which accrued due to the untimely delivery in order to meet own delivery deadlines.
§ 5 Complaints and warranty
- For protecting our rights, notification of deviations and defects shall be considered to be made in time if it has been sent to the supplier within 10 days after receipt and in case of hidden deviations and defects as of their discovery.
- Within the scope of supplementary performance, we shall be entitled to demand, at our option, the remedy of the defect or delivery of an item that is free of defects. § 439 sec. 2 German Civil Code shall apply.
- Should supplementary performance fail in respect to at least one item of a quantity of ordered or already handed-over identical items, we shall be entitled, at our option, to withdraw from the contract, to price reduction or to claim damages in case of similar defects on the remaining items without granting the supplier an opportunity for supplementary performance. We may also request supplementary performance.
- Unconditional acceptance of models or samples shall not be considered as a waiver of warranty claims.
- Our warranty claims will become time-barred within two years, unless stipulated otherwise by law. The warranty period shall start with hand-over of the products to our customers and six months at the latest after hand-over of the item to us. As for replaced or repaired parts, a new warranty period shall apply.
- The supplier shall make sure and shall guarantee that his deliveries and services sent to and performed for us as well as their usage, processing and sale performed by us or our customers will not infringe any third-parties’ proprietary rights. We shall not be obligated to make any research in this respect. Without being obligated to analyze legal responsibilities, we shall be entitled to suspend any further acceptances, to withdraw from the contract and/or to claim damages if we are forbidden to use, process or sell a service or delivery of the supplier with reference to such third-parties’ proprietary rights. The supplier shall be obligated to exempt us from all claims of such third-parties. The costs for the license obtained by us for usage of such delivery or service shall be borne by the supplier.
§ 6 Force majeure and liability
- We shall be entitled to withdraw from a contract if we are temporarily unable to perform the contract or such performance is essentially impeded due to force majeure or other unforeseeable impeding events which we are not responsible for. In such cases, there are no damage claims.
- As for temporary impediments described in paragraph 1, our contractual obligations shall be suspended for the duration of such impediment including a reasonable start-up time thereafter.
- The supplier shall be liable according to statutory provisions. We do not accept limitations in respect to the reason of liability – in particular the degree of responsibility – and the scope of liability.
§ 7 Quality assurance and product liability
- The supplier shall be responsible to perform quality assurance which is suitable for kind and scope and for the latest state of technology and to reasonably document the performed quality assurance. Upon prior notification, we shall be allowed to check such measures on-site and to inspect the documents during regular operation and business hours.
- The supplier shall be obligated to take out insurance covering all risks arising from product liability with a reasonable sum insured for the respective business.
§ 8 Terms of payment, information for invoices
- Invoices sent to us will be paid upon full delivery or acceptance within 14 days with a 3% discount or within 30 days net at our option either by sending transfer checks or by money transfer. Performance of payment shall be applicable for a timely payment.
- We shall be legally entitled to set-off rights and rights of retention.
- The supplier shall be obligated to state our order and material numbers in All correspondences with us. If such information is not stated which results in a delayed allocation and/or processing of the order payment deadlines shall be extended accordingly.
§ 9 Final provisions
- With regard to businesspersons in the meaning of the German Commercial Code, place of performance for all obligations and place of jurisdiction for all disputes arising from the business relation shall be Düsseldorf. However, we shall be entitled to file a suit at the supplier’s general court of jurisdiction.
- Only German law shall apply to our contracts. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 (CISG) shall not apply.
- Should one of the provisions of these terms and conditions be or become Invalid in whole or in part, such provisions shall be considered agreed which come as close as possible to the purpose of the invalid provision. The validity of the remaining provisions shall remain unaffected.
Note: The supplier notes that we save data from the contractual relation for data processing purposes according to §28 German data protection law.
A. u. K. Müller GmbH & Co. KG
Dresdener Straße 162
D - 40595 Düsseldorf
Telefon: +49 211 73 91-0
Telefax: +49 211 73 91-281
A.K. Muller (UK) Ltd.
Unit 4, Brookside Business Park
Brookside Avenue, Rustington
GB - West Sussex BN16 3LP
Tel: +44 1903 788888
Fax:+44 1903 785817
A.K. Müller France
10 Avenue du Gué Langlois
Z.A.E du Gué Langlois
F-77600 Bussy Saint Martin
Telefon: +33 1 64 62 95 14
Telefax: +33 1 64 62 95 12
A. u. K. Müller Shanghai
Rm25A, Huadu Mansion,
Zhangyang Rd. 838,
Shanghai, 200122, China
Telefon: +86 21 50 34 23 61
Telefax: +86 21 58 20 42 12