§ 1 Scope, Form
(1) These General Terms and Conditions of Purchase (GTCP) apply to all business relationships with our business partners, suppliers and service providers (‘Contractor’). The GTCP only apply if the Contractor is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.
(2) The GPP apply in particular to contracts for the provision of services and work as well as to the sale and/or delivery of movable goods (‘Goods’) by the CP to INspares GmbH, regardless of whether the CP manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the GTC shall apply in the version valid at the time of the buyer’s order or, in any case, in the version last communicated to the Contractor in text form as a framework agreement for similar future contracts, without us having to refer to them again in each individual case.
(3) These GTCP apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Contractor shall only become part of the contract if and to the extent that we have expressly agreed to their validity in writing. This requirement of consent shall apply in all cases, for example even if the Contractor refers to its GTC in the order confirmation and we do not expressly object to this.
(4) Individual agreements (e.g. service agreements, framework supply contracts, partner agreements) and information in our order take precedence over the GTC. In case of doubt, trade clauses shall be interpreted in accordance with the Incoterms® issued by the International Chamber of Commerce in Paris (ICC) for deliveries of goods in the version valid at the time of conclusion of the contract.
(5) Legally relevant declarations and notifications by the Contractor in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. Written form within the meaning of these GTC includes written and text form. Any further legal formal requirements and additional evidence, in particular in cases of doubt about the legitimacy of the declarant, remain unaffected by this.
§ 2 Conclusion of contract
(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. The Contractor must notify us in writing (§ 126 BGB) or in text form (§ 126b BGB) (by email to: purchasing@inspares.de) of any obvious errors (e.g. typing and calculation errors) and omissions in the order, including the order documents, for the purpose of correction or completion before acceptance; otherwise the contract shall be deemed not to have been concluded.
(2) The Contractor is required to confirm our order in writing within a period of two (2) weeks or, in particular, to execute it without reservation by dispatching the goods (acceptance). For services, the date of commencement of work (acceptance) shall apply.
(3) Late acceptance shall be deemed a new offer and requires acceptance by us.
§ 3 Delivery time and delay in delivery
(1) The delivery time specified by us in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be 10 business days from the conclusion of the contract. The Contractor is obliged to inform us immediately in writing if it is likely that it will not be able to meet the agreed delivery times for any reason whatsoever.
(2) If the Contractor fails to perform or does not perform within the agreed delivery time or if it is in default, our rights – in particular to withdrawal and compensation – shall be determined in accordance with the statutory provisions. The provisions in paragraph 3 remain unaffected.
(3) If the Contractor is in default, we may – in addition to further legal claims – demand lump-sum compensation for our damage caused by the delay amounting to 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered or services rendered late. We reserve the right to prove that higher damages have been incurred. The Contractor reserves the right to prove that no damages or only significantly lower damages have been incurred.
§ 4 Performance, delivery, transfer of risk, default of acceptance, delivery restrictions
(1) The Contractor is not entitled to have the service owed by it performed by third parties (e.g. subcontractors) without our prior written consent. The Contractor bears the procurement/performance risk for its services, unless otherwise agreed in individual cases (e.g. restriction to certain resources or materials).
(2) Delivery/performance of the service shall be made within Germany ‘free domicile’ to the location specified in the contract or order. If no location is specified and nothing else has been agreed, delivery shall be made to our place of business in Erkelenz. The respective location is also the place of performance for the delivery/performance of the service and any subsequent performance (obligation to deliver).
(3) The delivery must be accompanied by a delivery note stating the date (issue and dispatch), the contents of the delivery (item number and quantity) and our order identification (date and number). If the delivery note is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. Separate from the delivery note, a corresponding shipping notice with the same content must be sent to us.
(4) Before commencing the service, the contractor must provide us with evidence of the planned schedule, deadlines and scope of services. When providing the service, all necessary documents, reports or evidence documenting the scope of services must be enclosed. Delays in the provision of services due to incomplete or missing evidence shall be borne by the Contractor.
(5) The risk of accidental loss and accidental deterioration of the items covered by purchase, work or work delivery contracts shall pass to us upon handover at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services (§§ 631 ff BGB) shall apply mutatis mutandis in the event of acceptance. The handover or acceptance shall be deemed to have taken place if we are in default of acceptance.
(6) The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Contractor must expressly offer us its services even if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material or information). If we are in default of acceptance, the Contractor may demand compensation for its additional expenses in accordance with the statutory provisions (Section 304 BGB).
(7) In the case of software provision, INspares shall receive an unlimited, sublicensable right of use for the duration of the provision. Backup copies are permitted. The Contractor shall deliver the software in a usable condition.
(8) The Contractor warrants that neither the goods, software nor services that are the subject of this contract originate directly or indirectly from countries that are subject to embargoes or sanctions imposed by the Federal Government or the European Union (EU), or from natural persons or legal entities against whom embargo deliveries have been imposed.
§ 5 Packaging, return
(1) The Contractor is obliged to pack the goods properly and to protect them against transport damage. The packaging must comply with the legal requirements, in particular the provisions of the Packaging Act (VerpackG) and all other relevant legal regulations. The Contractor is responsible for obtaining all necessary licences and permits in connection with the packaging. The Contractor must take out transport insurance at its own expense.
(2) The return of packaging shall be carried out in accordance with the statutory provisions, in particular within the framework of the statutory take-back obligations under the Packaging Act. There shall be no further take-back obligation unless otherwise agreed in the contract.
§ 6 Partial, multiple or short deliveries
(1) Early deliveries and/or partial services (partial deliveries) require the prior consent of INspares. There is no entitlement to consent from INspares. If INspares accepts partial deliveries, this does not justify early payment claims or a claim by the contractor for payment of additional transport or travel costs.
(2) INspares reserves the right to accept excess or short deliveries in individual cases.
§ 7 Prices and terms of payment
(1) The price stated in the order is binding. All prices include statutory value added tax, unless this is shown separately. Subsequent price changes are only valid after written agreement.
(2) Unless otherwise agreed in individual cases, the price includes all services and ancillary services provided by the contractor (e.g. assembly/installation, commissioning, setup, adjustment, test run and/or instruction in use) as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance, customs duties and other charges).
(3) Unless otherwise agreed, the agreed price is due for payment within 30 calendar days (from complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. Partial services will only be remunerated after they have been performed in full. In the case of bank transfers, payment shall be deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.
(4) Invoices must contain all agreed details (in particular our order number). Otherwise, we reserve the right not to process the invoice until an invoice containing the agreed details has been submitted.
(5) Services such as presentations or offers will only be remunerated if this has been agreed in writing in advance.
(6) We do not owe any interest on arrears. The statutory provisions apply to late payments.
(7) We are entitled to set-off and retention rights as well as the defence of non-performance of the contract to the extent permitted by law. In particular, we are entitled to withhold due payments as long as we still have claims against the contractor for incomplete or defective services.
(8) The Contractor shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.
§ 8 Confidentiality, property rights, retention of title, data protection
(1) We reserve ownership rights, copyrights and property rights to all documents and items provided by INspares to the Contractor (essentially order documents, drawings, drafts, layouts, samples or other electronic and/or physical items, documents, information and objects) and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents shall be kept confidential from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets remain unaffected.
(2) The above provision applies accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items that we provide to the Contractor for production. Such items shall be stored separately at the Contractor’s expense and insured to an appropriate extent against destruction and loss, unless they are processed.
(3) In order to properly perform the services offered, it is necessary to store and process the personal data of the contracting parties. INspares guarantees the confidential handling of this data in accordance with the relevant legal provisions on data protection. The Contractor shall process personal data exclusively on the instructions of INspares and in accordance with applicable data protection law (in particular the GDPR and national law). The Contractor shall take appropriate technical and organisational measures to ensure a level of protection appropriate to the risk and, if necessary, shall keep a record of processing activities and carry out a data protection impact assessment.
(4) The Contractor warrants that the services provided are free from third-party property rights. In the event of infringements, the Contractor shall indemnify INspares upon first request.
(5) The parties undertake to comply with the applicable data protection regulations. Personal data shall be processed exclusively for the purpose of contract execution.
§ 9 Defective delivery
(1) Our rights in the event of material defects and defects of title in the goods (including incorrect and short deliveries as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the Contractor shall be governed by the statutory provisions and, exclusively in our favour, by the following additions and clarifications.
(2) In accordance with the statutory provisions, the Contractor shall be liable in particular for ensuring that the goods have the agreed quality at the time of transfer of risk to us. In any case, the product descriptions that are the subject of the respective contract – in particular by designation or reference in our order – or that have been incorporated into the contract in the same way as these GTC shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the Contractor or the manufacturer.
(3) In the case of goods with digital elements or other digital content, the Contractor shall be obliged to provide and update the digital content in any case to the extent that this results from a quality agreement in accordance with paragraph 2 or other product descriptions by the manufacturer or on its behalf, in particular on the Internet, in advertising or on the product label.
(4) We are not obliged to inspect the goods or make special enquiries about any defects upon conclusion of the contract. In partial deviation from Section 442 (1) sentence 2 BGB, we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.
(5) The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects, with the following proviso: Our obligation to inspect is limited to defects that are apparent during our incoming goods inspection upon external examination, including the delivery documents (e.g. transport damage, incorrect or short delivery) or that are recognisable during our quality control in random sampling. If acceptance has been agreed, there is no obligation to inspect. In all other respects, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our obligation to inspect, our complaint (notification of defects) shall in any case be deemed to have been made immediately and in good time if it is sent within 8 working days of discovery or, in the case of obvious defects, of delivery.
(6) In the event of defects, the Contractor shall, at INspares’ discretion, be obliged to remedy the defect (repair) or deliver goods free of defects (replacement delivery). The place of performance for the subsequent performance shall be the place of performance for the provision of services. The Contractor shall bear the expenses necessary for the purpose of subsequent performance, in particular transport, travel, labour and material costs, even if it transpires that there was in fact no defect. If the Contractor fails to fulfil its obligation to provide subsequent performance within a reasonable period set by INspares, INspares may remedy the defect itself or have it remedied by third parties (self-performance) and demand reimbursement of the necessary expenses or a corresponding advance payment from the Contractor. If the subsequent performance by the Contractor has failed or is unreasonable for INspares (e.g. due to particular urgency, risk to operational safety or the threat of disproportionately high damage), no further deadline shall be required: INspares shall inform the Contractor of the circumstances of unreasonableness without delay, if possible before INspares carries out the work itself. Our liability for damages in the event of an unjustified request to remedy a defect remains unaffected; however, we shall only be liable in this respect if we recognised or failed to recognise through gross negligence that no defect existed.
(7) In all other respects, we shall be entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions in the event of a material defect or defect of title. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.
§ 10 Liability
(1) Insofar as the Contractor is responsible for damage, it is obliged to indemnify INspares against claims for damages by third parties upon first request, insofar as the cause lies within its sphere of control and organisation and it is itself liable in the external relationship. The obligation to indemnify also applies to all expenses pursuant to Sections 683 and 670 of the German Civil Code (BGB) that INspares necessarily incurs as a result of or in connection with claims by third parties, including the costs of legal representation. Further legal claims remain unaffected.
(2) If the Contractor provides a service or performs work at the premises of INspares GmbH or an end customer of INspares GmbH, it must have adequate liability insurance for damages in connection with the performance of this service or work.
§ 11 Limitation period
(1) The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise specified below.
(2) Notwithstanding § 438 (1) No. 3 BGB, the general limitation period for claims for defects shall be 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply mutatis mutandis to claims arising from defects of title, whereby the statutory limitation period for third-party claims for surrender of property (§ 438 (1) No. 1 BGB) shall remain unaffected; Claims arising from defects of title shall not become time-barred in any case as long as the third party can still assert the right against us, in particular in the absence of a limitation period.
(3) The limitation periods of the law of sale, including the above extension, shall apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods under sales law leads to a longer limitation period in individual cases.
§ 12 Compliance with legal requirements and INspares’ own standards of conduct
(1) The Contractor is obliged to comply with the relevant German laws and European directives when executing the contract. The Contractor must ensure that the subcontractors and temporary employment agencies it uses to execute contracts with INspares also perform their services in accordance with the applicable legal provisions. Illegal employment of any kind is prohibited.
(2) INspares has established internal codes of conduct and complies with internationally recognised environmental, labour and social standards (including ESG targets). The Contractor is expected to take such recognised standards into account and act in accordance with them.
§ 13 Withdrawal and force majeure
(1) Force majeure temporarily releases the parties from their obligations. Both sides are obliged to inform each other and to make appropriate adjustments to the contract. Force majeure in this sense includes, but is not limited to, natural disasters, war, terrorism, pandemics, cyber attacks or official orders.
(2) INspares may withdraw from the contract in the event of delivery delays due to force majeure, insolvency or the granting of inadmissible advantages.
§ 14 Final provisions
(1) The place of performance is the place of use/delivery address; in the case of agreed or statutory acceptance, the place of acceptance.
(2) The place of jurisdiction for all disputes arising directly or indirectly from these GTC or the contract concluded with the Contractor shall be the court responsible for INspares’ place of business or, at INspares’ discretion, the Contractor’s general place of jurisdiction.
(3) These GTC and the business relationship between INspares and the Contractor shall be governed exclusively by the law of the Federal Republic of Germany. The application of the ‘UN Convention on Contracts for the International Sale of Goods’ (United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980, CISG) is excluded. If these Terms and Conditions of Purchase are translated into languages other than German, only the German version shall be binding.
(4) There are no verbal or written side agreements to this contract. Amendments to this contract and its annexes must be made in writing. The same applies to amendments to this written form agreement.
(5) Should individual contractual provisions, including these GTC, not become part of the contract in whole or in part, or should they be or become void, ineffective or unenforceable, this shall not affect the validity of the remaining provisions. Insofar as provisions are not part of the contract, the content of the contract shall be governed by the statutory provisions, if any. Only in other respects and only if a supplementary interpretation of the contract is not possible shall the parties agree on an effective provision that comes as close as possible to the economic purpose of the provision that has not become part of the contract, is void, ineffective or unenforceable.
Version: October 25, V1.0