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General Terms and Conditions of Purchase of PanTrac GmbH (hereinafter referred to as “PanTrac”)relating to agreements entered into with contractors
These General Terms and Conditions of Purchase apply in addition to our quotations and order confirmations relating to all purchase transactions of PanTrac. Any divergent or supplementary terms and conditions of sale of the contracting party are expressly rejected and shall not be binding on PanTrac.
1. Orders, written form requirement
Orders of PanTrac are only valid and binding if placed in writing. All other agreements shall likewise be in writing in order to be legally valid.
2. Technical rules, safety regulations
The item delivered shall comply with generally recognized technical rules, the Equipment Safety Act, safety and accident prevention regulations laid down by professional associations and any other relevant regulations.
3. Dispatch, insurance
Unless otherwise agreed, all deliveries and services shall be effected at the supplier’s expense and risk. Any forwarding instructions given by PanTrac in individual cases shall be observed. The supplier undertakes to take out adequate transport insurance.
4. Defects
In departure from § 377 HGB (German Commercial Code), notification of any patent defects is to be given within a period of one month of delivery to the agreed place of performance while latent defects must be communicated within a period of one month of being discovered In addition to PanTrac’s statutory warranty rights, without any limitation whatsoever, the supplier also warrants that the items delivered have the agreed properties and are free from any defects for the duration of 4,400 operating hours, at most, however, for a period of 12 months. Should any further defects occur during this warranty period, Sentence 1 shall apply mutatis mutandis. In the case of any items delivered having to be assembled in our factory, the warranty period shall commence upon completion of the assembly; if a trial operation has been agreed, upon completion of the trial operation; in other cases upon delivery to the agreed place of performance. The entire item delivered shall be deemed to be defective even if only individual parts thereof are defective. In the event that any components are repaired or replaced, the warranty period of the repaired or replaced components shall begin to run afresh on a separate basis. In the event of any deviations in weight, the weight established on our scales shall apply unless the supplier provides evidence that the weight calculated by the latter has been accurately determined in accordance with a generally accepted method. The limitation of our warranty and guarantee claims shall be suspended until such time as the supplier has finally rejected our claims in writing following due notice of defects.
5. Invoicing and payment
Invoices shall be issued in duplicate for each delivery and service rendered. Unless expressly agreed otherwise, the payment dates shall be determined by computer, based on the date of receipt of invoice and the respective payment period. Credit and debit notes shall be treated as due immediately and be taken into account with the next payment. Payments shall be effected once a week to a Bank-PS institution of our choice, always subject to subsequent checking of receipt, quantity or volume, condition and price of the merchandise. This payment pattern allows for slightly shorter or longer discount periods. Discount-related claims arising from this time variance shall not be recognized.
6. Design documentation
In the case of machinery, equipment, spare parts and accessories being produced exclusively in accordance with concrete specifications provided by PanTrac, the supplier shall submit, at our request, any plans, design drawings, calculations etc. relating to the item delivered for approval. If the latter are found to be correct, PanTrac shall be provided with a master copy. With regard to these items produced exclusively on behalf of PanTrac, the supplier shall also provide spare part drawings including sufficient information on the procurement of spare parts. Approval of such plans, design drawings, calculations, etc. shall not affect the supplier’s warranty obligation. The supplier may not use any documents it receives from PanTrac or prepares in accordance with our specifications for purposes other than the execution of PanTrac’s order and may not reproduce or disclose such documents to any third parties. At PanTrac’s request, such documents - including all copies thereof - shall be returned to PanTrac at any time.
7. Provision of materials
Any material provided by PanTrac shall remain the latter’s property. It shall be kept in gratuitous custody by the supplier, designated as the property of PanTrac, stored separately and subject to inventory management being effected in separate documents. Upon request, PanTrac shall be provided with an up-to-date inventory list at any time. Should the material used in connection with any processing thereof by the supplier pass into the latter’s ownership by operation of law, the parties already agree at this point that PanTrac shall acquire co-ownership of the final product in the ratio between the value of the material provided by the latter and that of the finished product on the basis of a constructive possession agreement.
8. Applicable law, Incoterms
12.4 This Agreement shall be subject exclusively to German law; UN sales law is excluded. For interpretation purposes of delivery clauses, the Incoterms laid down by the International Chamber of Commerce in Paris, as amended, shall apply in supplementation hereof.
9. Place of jurisdiction and performance
The place of performance for the deliveries shall be the place of receipt indicated by PanTrac. If no place of receipt has been indicated, then PanTrac’s registered offices shall be the place of performance. The place of jurisdiction shall be Berlin.
Status: 08/2007
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