1. Areas of application / General conditions.
a) The following purchasing conditions apply to all orders or other purchases of MECADI GmbH chemicals/processing, Homburg - called MECADI in the following. They also apply in particular to all orders, repeat orders, etc., which result from a current business relationship. A renewed reference to these purchasing conditions with future orders is not required.
b) If the general terms and conditions of the supplier are partially or completely contradictory to these purchasing conditions, then MECADI's purchasing conditions are valid without further explanation being needed. The validity of such other conditions is explicitly contradicted.
c) Something else only then applies when the purchaser explicitly approves the supplier's conditions in writing.
d) Besdies the supplier explicitly acknowledges the following purchasing conditions by the execution of the order. If the supplier does not agree with the previous statement, he must inform MECADI of this immediately in writing before the processing of the order. MECADI reserves itself the right in this case to withdraw the order. In this case the supplier is not entitled to any claims.
e) The supplier is pointed out in accordance with the regulations of the Federal Law for Data Protection hat MECADI processes the necessary personal and firm-related data for the completion of the usiness relationship with the help of electronic data processing.
f) If the supplier contradicts MECADI's purchasing conditions on the delivery documents then these are invalid.
g) The signatures on delivery certificates always only confirm the receipt of goods in each case, subject to a purchases check and does not mean the acknowledgment of the supplier's general terms and conditions, even if this is explicitly noted by the supplier.
h) The payment of a bill means no further acknowledgment of the supplier's general terms and conditions, even if this is explicitly noted on the bill.
2. Order and confirmation of order
a) Orders and/or commissions are only valid if they are in writing and were signed by an authorised representative of MECADI.
b) Verbal and telephone agreements require written confirmation, in order to be obligatory. Signature, changes, deviations, special agreements and additions are only obligatory if they are confirmed by us in writing.
c) Range and contents of an order are produced from MECADI's written order documents alone.
d) The supplier has to confirm an order and/or a commision immediately. By immediateness in the context of these purchasing conditions a period of 8 days from the receipt of a letter. If the supplier does not fulfil his duty of confirming the order within the period stipulated, the purchaser has the right to withdraw the order without further legal consequences.
e) Orders due to an offer from the supplier are only allowed in any case under our conditions.
f) EDP-provided orders do not require a signature.
a) The place of delivery is the address of the receiver specified in the order.
b) As far as it has not been differently agrred upon in writing, the dispatch takes place in each case at the expense and risk of the supplier. Consignments by which a freight-free supply has not in principle been agreed upon, are to be always shipped in the cheapest way. All extra costs as well as transport costs etc. at the place of shipment, resulting from the disregard of these regulations, will not be acknowledged.
c) The delivery document is attached to the consignment of goods. The bill is sent to the billing address stated in the order. The delivery document and bill are given a MECADI order number.
d) If the supplier deviated qualitatively or quantitatively from the order, these deviations are only legally binding for the purchaser if this is explicitly approved in writing. If this permission is not given by the purchaser, he is authorised to return non-authorised deliveries or partial deliveries at the expense of the supplier.
e) With weight and/or measurement differences, the measurement determination of MECADI is binding.
f) Each order or commission are legally independent. The supplier's right of lien regarding the purchaser of other orders of other orders is therefore impossible. Something different only applies, if the supplier legally establishes this or gives the purchaser the right to the recognised demands.
g) If the supplier supplies one or more sub-contractors during the duties mentioned above and the purchaser confirms this in writing, then the supplier is held responsible for the appropriate observance of these duties by the sub-contractor. If the sub-contractor violates the previous rules, the supplier is responsible for the infringements incurred. Non-liability in favour of the supplier for this third party is explicitly out of the question.
a) As soon as a delivery date has been arranged, this is considered as a fixed date with the rights resulting from it for the purchaser. In particular it does not require further postement in delivery in this case.
b) If delivery deadlines have been agreed upon, these are taken into account from the day of the dispatch of the purchaser's order form. The delivery deadline is kept, if the ordered products reach the place of delivery before the expiry of the deadline.
c) If the supplier is not able to keep to the agreed delivery deadlines then he must inform the purchaser immerdiately in writing. The purchaser must receive this information before the expirx of the contractual delivery deadline. The delivery deadline indicated in the order remains binding.
d) The dispatching risk is carried by the supplier. The deliveries are in principle freight-free. In the exception that another place of delivery has been agrred upon, then the supplier should cover these costs.
e) If the supplier did not obey the shipping terms and this should result in extra costs or damages for the purchaser then the supplier is responsible for them.
f) The supplier assures MECADI that information will be provided on inquiry within 5 working-days, concerning quality, specification, technical conditions etc.
5. Further shipping terms
a) The place of delivery for orders is principally in Homburg or an establishment specified by MECADI.
b) The dispatching risk is carried by the supplier.
c) The deliveries are in principle freight free. In the exception that another place of deliery has been agreed upon then the supplier should cover these costs.
d) The supplier commits himself to the guidance of a square meter system in accordance with ISO 9001, ISO 17025.
e) MECADI can do without this, if this is confirmed by MECADI in writing.
f) MECADI grants itself the right to audit. In addition, office space and the necessary documentation must be licensed (photos, copies of documents, etc.).
g) At MECADI's request the supplier commits hinself to give information about the capacity, deliverability, financial status and credit status etc.
6. Receipt and notice of defects
a) If nothing different is agreed upon, then the factory agreed upon in each case applies as the place of delivery. The deliveries are received there on MECADI's behalf. MECADI are are available for a shortage and/or quality control 14 days from the receipt of the goods. A rebuke within this time is considered punctual.
b) MECADI is given the right to carry out a qualitative and quantitative examination of suitable supplies directly on delivery.
c) If it is temporarily not possible for the purchaser to receive the delivery because of a higher force for a reason which the purchaser has no control over, the acceptance and distribution deadlines are extended accordingly.
d) It is explicitly stated that the payment of a bill does not principally contain the unconditional acceptance of the article or product.
e) The risk passes over with the receipt of the goods in each case, either at MECADI or at the expected place of delivery. This also applies when MECADI have accepted the delivery costs or the delivery has left the factory.
f) Deliveries outside of the usual office hours (Mo-Fr, 9:00 - 17:00 o'clock) should be arranged in advance.
g) The delivery includes the transport right from the edge of the pavement to the place of destination (first floor, stairs). If the delivery does not take place as agreed upon, a reduction of the delivery price on MECADI's behalf follows.
h) Internal transport and in-plant logistics is covered financially by the supplier.
i) The supplier exempts MECADI from the duty of inspecting the incoming goods, if it does not concern the evident quality. This applies in particular to preparations and measuring equipment.
j) The supplier is fully responsible for damages caused and provided by the non-adherence to the specified or indicated quality, including shortage compensation, financial damages etc.
7. Prices and payment
a) The prices agreed upon are fixed prices, if it is not noted otherwise in the order. The receiver must cover the freight, packaging and tax costs.
b) Other agreements require an explicit written agreement.
c) Bills should be sent to MECADI separately from the consignment of goods.
d) As far as the numbers of items, weights, mass and the such play a role, the purchaser should pay for the calculations investigated on his behalf.
e) Payments on our part, take place within 14 days after the substitution of a 2% discount or after 30 days net after the arrival of the bill.
f) Set-off payment rights and of rights of lien are legally the right of the purchaser. They cannot be excluded.
g) If there are underlying transnational import business deliveries from either third party countries or countries of the European Union, the supplier carries the sole responsibility for the normal customs, tariff completion and turnover tax return. With suppliers belonging to the European Union the value added tax identification numbers (ID NR.) should always be indicated.
h) A deviation from § 284 BGB requires a explicit postponement in payment by the supplier for a delay on MECADI's behalf.
8. Guaranteed performance
Regarding the range of the guarantee on the regulations of the BGB and/or HGB, beyond that there are rules for the prevention of accidents, standards, and the newest versions of the rules and regulations of the professional associations to consider in each case.
9. Product liability and exemption
a) If the supplier is responsible for the damaging of a product, the supplier is then oliged to make the purchaser exempt from the first compensation claims request of a third party, as the cause is found to be in his power or field of organisation and puts the external relationship at risk.
b) The supplier commits himself to having a product liability insurance with a covering sum of at least 2 million euros per personal injury, material damage or property damage inclusive. Appropriate proof can be demanded by the purchaser at any time. If the purchaser has the right to large claims for compensation then these remain unaffected by this.
10. Secrecy & patent rights
a) As far the supplier comes into contact with documents or items, during the business relationship, which embody professional secrets of MECADI, these must be kept confidential and can only be used and made accessible as far as it is absolutely necessary for the execution of an order. As soon as a third party has to be brought in, the confidentiality agreement should be extended to this third party by the supplier and secured accordingly.
b) The supplier is obliged to keep all knowledge of the manufacturing etc., which is acquired in connection with the execution of the order or an visit, as well as all the drawings, orders and the business relationship confidential and in no way to announce them publicly to a third party. This confidentiality agreement is also imposed on the employees and co-workers who are entrusted with the execution of an order and they are instructed accordingly paragraphs 17 and 18 UWG. If the supplier should employ sub-contractors or other executionaides with the previous agreement of MECADI, the supplier should then impose the same confidentiality agreement that they have on the third party.
c) As soon as damages for the purchaser arise from a violation of the confidentiality agreement for which the supplier is responsible, then the damage compensation also extends to shortage compensation.
d) If the purchaser orders articles or products from the supplier which the supplier delivers exculsively to the purchaser, then a delivery of these same articles or products to a third party will need the explicit written permission of the purchaser.
e) The supplier is liable for the fact that the patent rights of a third party should not be violated during the delivery or use of the delivered articles. The supplier also guarantees that the materials ordered are free of the patent rights of a third party, in particular concerning their production and use. If the supplier has the patent rights of the delivered material at his disposal, he will inform MECADI of this in time, the same applies to the patent rights of a third party. The supplier is not entitled to use their know-how or any other knowledge for other clients without written permission. The permission for this may not be refused high-handedly. If the results of the work or parts of it from individual orders have patent rights, MECADI alone are entitled to use them.
11. Storage and use of data
a) It is pointed out to the supplier that MECADI processes the necessary personal and firm-related data with the help of electronic data processing for the completion of business relations.
b) Furthermore data of every kind is stored and processed for the processing of contracts and marketing purposes.
c) In addition to the general firm data of the customer it is also possible that personal data of project participants (e.g. name, address etc.) will be stored.
d) The customers agrees to the use of the data for e-mails and e-mail newletters etc.
e) The data can be shown openly at the request of the customer.
f) Your removal from the mailing lists can be effected at any time via telephone or e-mail.
12. Performance, environmental protection, security, health protection and quality
a) The supplier has to consider the recognised technological rules and the valid and official laws and MECADI's operational rules and regulations in each case. As far as no large requirements are stated in the order, the supplies and performances are in accordance with the recognised technological rules, the regulations of possible previous suppliers, and as far as possible DIN, VDE, VDI, DVGW or similar standards and to deliver and produce these under observance. The delivered articles and also the performance, are to be manufactured and equipped in such a way that on the day of delivery all valid and official laws which correspond to the equipment safety law and the environmental protection law and are sufficient for the prevention of accidents. In particular the supplier has to consider the employer’s liability insurance association regulations and rules and the "general regulations" BGVA 1 as well as the generally recognised safety-relevant and medical rules at work. Machines and technical work methods should be delivered according to the machine's regulation with an EEC conformity explanation including CE design and/or a manufacturer explanation; additionally a manual should be attached. In addition they must correspond to the standards specified in listings A and B of the "general administrative regulation for the law over technical work methods" as well as other rules with safety-relevant contents and the employer’s liability insurance association regulations and rules.
b) if the supplier supplies materials which are dangerous according to the the dangerous material regulations or if the supplier supplies products, whose use does not rule out the release of such materials, the supplier is obliged the EEC safety data sheet (§14 GefStoffV) available before the delivery without being asked; the use of carcinogen materials by the supplier is forbidden.
13. Transferal of a claim, retention of title, set-off payments
a) The supplier is not allowed to transfer its demands towards MECADI or retract them using a third party without prior agreement. If the supplier tranfers its demands towards MECADI to a third party using clause 1 without this agreement, the transferal is nevertheless effective, MECADI can, however, choose to allow the supplier or the thrid party effetive exemption.
b) The supplier has no rights of retention for the delivered articles, no matter what the arrangement was. All of the articles become the property of MECADI on delivery. It does not result in liens of any kind including for example business liens.
c) For MECADI's demands, the set-off payment with counter-demands or the practise of a right of lien are only permissible if the counter-demand is recognised in writing or legally determined.
14. Salvatore clause (part nullity)
If the regulations of the contract or these trading conditions should be or become ineffective, the validity of the trading conditions in all other respects is not affected. The contracting parties are obliged in this context to be reasonable in good faith and to replace ineffective regulations by such which achieve the economic result in legally effective way. Additions or changes to managing conditions require an effective writing form. This also applies to an alteration of the required writing form.
15. Place of delivery, area of jurisdiction
a) The supplier may transfer rights and obligations from the contract only by previous written agreement from MECADI, this applies in particular to the transfer of demands.
b) The place of delivery for all legal claims are the headquarters of MECADI GmbH chemicals/processing. The area of jurisdiction is the district court of Homburg. Alternatively it is possible for MECADI to take legal action at the headquarters of the supplier or somewhere completely different.
c) In all business relationships between the purchaser and the supplier, German law is exclusively applied.