General Shopping Conditions

General Terms and Conditions of Purchase of HybridSupply GmbH

1. Scope of application
1. These General Terms and Conditions of Purchase ("GTCP") of HybridSupply GmbH ("HybridSupply") shall apply exclusively to all purchases made by HybridSupply from business partners ("Suppliers"). They apply in particular to the purchase of production materials (for the purpose of own production), such as raw materials, materials and components, as well as to the purchase of merchandise, spare parts, tools or machines and other movable items (hereinafter collectively referred to as "Goods"). Furthermore, these GPC also apply to contracts for the delivery of movable goods to be manufactured or produced; express reference is made to Sections 650 and 433 of the German Civil Code (BGB).
2. Terms and conditions that conflict with or deviate from these GPC shall not be recognised unless HybridSupply expressly agrees to their validity in writing.
3. These General Terms and Conditions of Purchase shall also apply if HybridSupply accepts the Supplier's goods without reservation in the knowledge that the Supplier's terms and conditions conflict with or deviate from these GPC.
4. No verbal collateral agreements have been made. Agreements that deviate from or supplement these GPC must be set out in writing.
5. If a framework supply agreement has been concluded between HybridSupply and the Supplier, the content of the contractual agreement shall be governed by the framework supply agreement, HybridSupply's written order and these GPC. If these differ in content, the written order shall take precedence over the framework supply agreement and these GPC. Subject to the provisions of the framework supply agreement and the purchase order, all future transactions with the Supplier shall also be based exclusively on these GPC.
2. Conclusion of contract, form
1. HybridSupply's offer to conclude a supply contract ("Order") must be made in writing to be valid, which is deemed to be fulfilled by letter, fax or e-mail.
2. The Supplier is obliged to confirm HybridSupply's order in writing within a period of 10 days or, in particular, to fulfil it without reservation by dispatching the goods (acceptance).
3. Late acceptance shall be deemed a new offer and requires acceptance by HybridSupply.
4. The Supplier must notify HybridSupply of obvious errors (e.g. typing or calculation errors) and incompleteness of the order, including the order documents, otherwise the contract shall be deemed not to have been concluded.
5. Verbal agreements prior to or upon conclusion of the contract shall require written confirmation from HybridSupply in order to be valid. § Section 2.1 remains unaffected.
6. Verbal agreements made after conclusion of the contract, in particular subsequent amendments and supplements to these GPC - including this written form clause - and collateral agreements of any kind must also be confirmed in writing by HybridSupply in order to be valid.
7. No remuneration shall be granted for the preparation of offers, plans, cost estimates and the like.
3. Prices, terms of payment
1. The price stated in the order is binding. All prices include statutory value added tax, unless this is shown separately.
2. Unless otherwise agreed in individual cases, the price shall include all main and ancillary services of the supplier (e.g. installation, assembly, provision of tools) as well as ancillary costs (e.g. proper packaging, transport and travelling expenses including any transport and liability insurance costs).
3. The agreed price shall be due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptances) and receipt of a proper invoice. If HybridSupply pays within 14 calendar days, a 3% discount on the net invoice amount shall be deemed agreed.
4. Interest on arrears shall not be owed. The statutory provisions shall apply to late payment.
5. HybridSupply shall be entitled to rights of set-off and retention as well as the defence of non-performance of the contract to the extent permitted by law. In particular, HybridSupply shall be entitled to withhold due payments as long as HybridSupply is still entitled to claims against the Supplier arising from incomplete or defective deliveries.
6. The Supplier shall only be entitled to a right of set-off or retention on the basis of legally established or undisputed counterclaims.
4. Delivery
1. Deviations from the order are only permitted with the prior written consent of HybridSupply.
2. Without the prior written consent of HybridSupply, the Supplier is not authorised to have the service owed by it performed by third parties (e.g. subcontractors). The Supplier shall bear the procurement risk for its services, unless otherwise agreed in individual cases (e.g. limitation to a stock).
3. Delivery within Germany shall be "free domicile" to the place specified in the order. If a destination is not specified and unless otherwise agreed, delivery shall be made to the registered office of HybridSupply. The respective destination is also the place of fulfilment for the delivery and any subsequent fulfilment (obligation to deliver). If a special charge for packaging has been agreed, this will be credited in full if the goods are returned carriage paid.
4. The delivery must be accompanied by a delivery note stating the date (issue and delivery date), delivery note number, contents of the delivery (article number and delivery quantity) and the HybridSupply order number (date and number). In the case of stock material, the HybridSupply material number must also be stated.
5. If the delivery note is missing or incomplete, HybridSupply shall not be responsible for any resulting delays in processing and payment. A corresponding dispatch note with the same content must be sent to HybridSupply separately from the delivery note.
6. For quantities, weights and dimensions, the values determined by HybridSupply during the incoming goods inspection shall be decisive, subject to proof to the contrary.
7. Partial deliveries are generally not permitted unless HybridSupply has expressly agreed to them or they are reasonable for HybridSupply.
5. Delivery time, delay in delivery
1. Agreed delivery dates and delivery periods are binding. The date of receipt of the goods by HybridSupply or at the place of use specified by HybridSupply shall be decisive for compliance with the delivery date or delivery period. If dispatch of the goods "ex works" has been agreed, the Supplier must make the goods available in good time, taking into account the time agreed with the carrier for loading and dispatch.
2. The Supplier is obliged to inform HybridSupply immediately in writing if it is unlikely to be able to meet agreed delivery deadlines or delivery dates - for whatever reason - or to meet them in the agreed quality.
3. Agreed delivery dates and delivery deadlines must be adhered to. If agreed delivery dates or delivery periods are culpably exceeded, the supplier shall be in default without the need for a further reminder. The Supplier shall be obliged to compensate HybridSupply for the damage caused by the delay in accordance with the statutory provisions. HybridSupply expressly reserves the right to assert further statutory claims and rights, in particular the right to withdraw from the contract.
4. If the Supplier is in default of delivery, HybridSupply may - in addition to further statutory claims - demand lump-sum compensation for its damage caused by default in the amount of 1% of the net price per completed calendar week, but not more than 5% of the net price of the goods delivered late in total. HybridSupply reserves the right to prove that higher damages have been incurred. The Supplier shall be entitled to prove that HybridSupply has suffered no loss at all or only a lesser loss.
6. Impossibility, force majeure, reasons for cancellation
1. If delivery is or becomes impossible for the Supplier for reasons for which the Supplier is responsible, the statutory provisions shall apply.
2. In the event of force majeure, such as war, lockout, strike, pandemics or other unforeseeable circumstances that cause significant operational disruptions, HybridSupply shall be entitled to withdraw from the contract to the exclusion of any claims for compensation by the Supplier. The same shall apply if the supplier is unable to meet an agreed delivery date or an agreed delivery period due to force majeure events and no agreement is reached with HybridSupply on a new delivery date.
3. If insolvency proceedings are opened against the Supplier's assets or an application for the opening of insolvency proceedings is filed and the contract has not yet been fulfilled, this shall entitle HybridSupply to withdraw from the contract.
7. Transfer of risk, default of acceptance
1. The risk of accidental loss and accidental deterioration of the delivery shall pass to HybridSupply upon handover at the place of destination. 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 shall also apply accordingly in the event of acceptance.
2. The statutory provisions shall apply to the occurrence of default of acceptance by HybridSupply. However, the Supplier must also expressly offer its performance to HybridSupply if a specific or determinable calendar time has been agreed for an action or co-operation to be provided by HybridSupply. If HybridSupply is in default of acceptance, the supplier may demand compensation for its additional expenses in accordance with the statutory provisions (Section 304 BGB). If the order relates to a non-fungible item to be manufactured by the Supplier (custom-made item), the Supplier shall only be entitled to further rights if HybridSupply has undertaken to co-operate and is responsible for the failure to co-operate.
8. Guarantee
1. HybridSupply's rights in the event of material defects or defects of title in the goods (including incorrect and short deliveries as well as improper assembly, defective assembly, operating or operating instructions) and in the event of other breaches of duty by the Supplier shall be governed by the statutory provisions, unless otherwise agreed below.
2. In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to HybridSupply. In any case, the product descriptions that are the subject of the respective contract - in particular by designation or reference in HybridSupply's order - or that have been incorporated into the contract in the same way as these GPC shall be deemed to be an agreement on quality. It makes no difference whether the product description originates from HybridSupply, the supplier or the manufacturer.
3. The statutory provisions (Sections 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects, subject to the following proviso:
1. HybridSupply's obligation to inspect the goods shall be limited to defects that become apparent during HybridSupply's incoming goods inspection under external examination, including the delivery documents (e.g. transport damage, incorrect and short deliveries) or are recognisable during HybridSupply's quality inspections by random sampling. If acceptance has been agreed, there is no obligation to inspect. Otherwise, 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.
2. HybridSupply's obligation to give notice of defects discovered at a later date remains unaffected. Notwithstanding the obligation to inspect, a complaint (notice of defects) by HybridSupply shall in any case be deemed prompt and timely if it is sent within 10 days of discovery in the case of hidden defects or within 2 days of delivery in the case of obvious defects.
4. In the event of a defective delivery, HybridSupply may initially demand subsequent fulfilment free of charge - at its own discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery). In both cases, the Supplier shall bear all costs incurred by it or HybridSupply as a result (e.g. transport, travel, labour and material costs or costs for an incoming goods inspection exceeding the usual scope). The same applies to any dismantling and installation costs incurred. In the event of a replacement delivery, the Supplier shall take back the defective goods at its own expense.
5. In the event of unsuccessful subsequent fulfilment, unreasonableness or default on the part of the Supplier with the rectification of defects, HybridSupply may withdraw from the contract/order without setting a further deadline and return the goods at the Supplier's risk and expense.
6. In these and other urgent cases - in particular to avert acute danger or to avoid major damage if it is no longer possible to inform the supplier of the defect and set a deadline for remedy - HybridSupply may remedy the defect itself or have it remedied by a third party at the supplier's expense.
7. In the event of a material defect or defect of title, HybridSupply shall otherwise be entitled to reduce the purchase price or withdraw from the contract in accordance with the statutory provisions. In addition, HybridSupply shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.