Art. 1. General conditions

1. Only these conditions of purchase apply to our orders.
2. Confirmation or execution of our order constitutes acknowledgement of these conditions of purchase. Other conditions, in particular conditions of the seller and contractor, shall not become part of the contract, even if we do not explicitly object to them.
3. Should the content of our general conditions of purchase not agree with our business partner’s business terms, these shall become binding for us if we acknowledge them in writing when concluding the contract.
4. Orders, agreements and changes are only binding if they are issued or confirmed in writing by a member of the executive board or purchasing. Agreements with other departments, subsidiaries or other organisational entities also require the written confirmation by the central purchasing departments. This also applies to addenda to the contracts and to any secondary verbal agreements.
5. We shall also not grant payments or compensation for visits or the preparation of offers, projects, plans etc., if no order is placed. Any agreements to the contrary must be made in writing.

Art. 2. Contract conclusion

1. Unless explicitly agreed to the contrary, the supplier must confirm orders within one week of receipt at the latest. Any confirmation that is delayed or differs from our order shall be deemed a new offer and requires our explicit acceptance in writing.
2. The order number or purchaser’s name shown on the order is to be quoted in any correspondence. We are not responsible for delays that are the result of not complying with this obligation.
3. If there is no such written acceptance and the supplier makes the delivery or other performance nonetheless, we shall only accept this under the terms of the order we issued.
4. All contracts and changes and additions thereto must be made in writing. Verbal agreements shall only be effective if we have confirmed them in writing. This also applies to the clause requiring written form itself.

Art. 3. Price

1. Delivery is made based on previously agreed fixed prices and is exclusive of the statutory rate of VAT. This also applies to contracts with delivery dates of more than four months.
2. Price increases are only permitted if the contractual parties have signed written agreements about the price.
3. Unless prices have been agreed in the order, a confirmation of the price is necessary in order to execute the order.
4. The supplier declares its willingness to transact the order under terms that have been granted with our affiliated companies. Price reductions, quantity discounts and rebates, in particular, are among these terms.

Art. 4 Transfer of risk

The ordered goods shall travel at the supplier’s risk. The supplier shall bear the risk of potential demise or coincidental degradation up to acceptance by the supplier. Any agreements to the contrary must be confirmed in writing.

Art. 5 Delivery

1. Unless agreed to the contrary in writing, all deliveries are made including carriage and packaging to the place of acceptance and use agreed by us. The dispatch is to be notified in writing that the details of the parts number, dimensions and weights are known prior to the arrival of the goods. This also applies to any special requirements relating to treatment of the goods, in particular, unloading, transport and storage at our facility.
2. . If we have explicitly agreed to bear the costs, we shall decide the freight forwarder. The goods are to be declared on the bill of lading in such a way that the cheapest permitted freight rate is charged for the consignment. The supplier shall notify us when the goods are ready for dispatch for transport to be arranged. In this case, we can take out transport insurance and bear any costs incurred. Insofar, we are forbidding the freight forwarder from taking out shipping and cartage insurance on our behalf. We shall not accept any insurance costs.
3. Unless the agreed price includes packaging, the packaging is to be charged at cost price excluding deposits. We reserve the right to return any bulky packaging materials carriage paid to the supplier, in particular containers, barrels, boxes etc., once they have been emptied and without liability for any transport or other wear and tear against a corresponding credit note. Handling that differs from the rules set out in the packaging ordinance (VerpackV) dated 12.06.1991 (Federal Gazette within the meaning of 1234 ff) requires our prior written consent.
4. The supplier is obliged to meet the statutory requirements as part of the delivery and the transport of hazardous materials within the definition of the law for the transport of hazardous materials dated 06.08.1995 (Federal Gazette within the meaning of 212 ff) and any legislation.
5. Excess deliveries shall only be recognised if DALMINEX GmbH has confirmed this in writing.
6. The supplier must supply all documents required for acceptance, operation, servicing and repairs, in particular, inspection reports, factory products, drawings, plans, operating instructions and repair manuals free of charge and in a reproducible form.
7. Our goods receiving department is open 6.00 am to 8.40 am & 9.00 am to 12 noon & 12.20 pm to 3.00 pm Mon. to Thurs. and 6.00 am to 8.40 am & 9.00 am to 12 noon on Fri.

Art. 6 Delivery period

1. The prescribed delivery dates apply as agreed in the absence of any explicit objection by the supplier. In that case, delivery dates and deadlines are binding and start from the date of our order. The decisive date for observing the delivery date or the deadline is the date on which the goods are received by DALMINEX GmbH place of receipt/use or the timeliness of successful acceptance.
2. Any delays that arise are to be notified as soon as they become known before the end of the deadline in writing, giving reasons and the likely duration of the delay. DALMINEX GmbH shall notify any arrangements that become necessary with respect to the order as a result of the delayed delivery and must be monitored closely by the supplier.
3. The supplier is obliged to compensate all indirect and direct delay damages, unless it is not responsible for such delays.
4. In the event of a delay by the supplier, DALMINEX GmbH shall be entitled to statutory compensation, in particular, to compensation due to default after a reasonable period of grace has elapsed without effect. DALMINEX GmbH is entitled to demand flat-rate compensation in the order of 0.5% for each damage caused by delay up to a maximum 10% of the value of the delivery or performance. The aforesaid rights shall not be excluded by the fact that previously delayed deliveries/performance by DALMINEX GmbH were accepted without reservation. We reserve the right to make further claims over and above this; each supplier has the right, however, to prove that no significant damage was incurred as a result of the delay.
5. A delivery made prematurely without our consent shall not affect the payment terms contingent upon the agreed delivery dates.

Art. 7 Acceptance

Acceptance takes place as part of the ordinary course of business immediately following receipt of delivery or performance, provided both are in line with the contract.

Art. 8 Delivery note

1. A delivery note in duplicate is to be enclosed with each delivery note in which all the characteristics, including order number, part number, batch number, item number are given. Part and residual deliveries are marked, in particular.
2. To be able to determine the content of each consignment, the delivery note is either to be inserted beneath the sticker or beneath the packing paper, with clear information.

Art. 9 Law of obligation, warranty and notice of defects

1. The supplier guarantees or ensures that all items it supplies or all services it provides are state of the art technology, satisfy the relevant national and international statutory conditions, in particular relating to the ban on child labour and the rules and regulations of the authorities, trade associations and professional bodies.
2. The specifications laid down by the agreement and the company’s own standards shall apply as guaranteed data or as guaranteed properties of the object of delivery or service.
3. The supplier is liable for ensuring that the items supplied, or the services provided do not have any defects that affect their value or their suitability and have the assured or guaranteed properties.
4. The Contractor shall be liable for ensuring that the items delivered or the services rendered do not have any defects that impair their value or suitability and that they possess the warranted or guaranteed properties.
5. The warranty period is twelve months, starting on the date of acceptance of the items supplied or the service provided by DALMINEX GmbH and by the third party nominated by DALMINEX GmbH at DALMINEX GmbH’s prescribed place of receipt and use.
6. DALMINEX GmbH shall notify the supplier of any defects in writing, as soon as they are identified during the normal course of business, though at the latest within four weeks following delivery to DALMINEX GmbH or to the recipient. DALMINEX GmbH shall notify so-called hidden defects that only become apparent at a later date within two weeks of their discovery at the latest.
7. In the event of duly notified defects or defects of assured or guaranteed properties, the supplier is obliged, at DALMINEX GmbH’s request, to carry out the necessary remedial work straight away and free of charge. If the remedial work fails, DALMINEX GmbH is still entitled to its statutory rights.
8. In urgent cases, or if the supplier is in default with meeting the warranty obligation incumbent upon it, DALMINEX GmbH is also entitled to rectify the defects itself at the supplier’s expense or have them rectified or to purchase a replacement. If DALMINEX GmbH chooses to go down this route it shall notify the supplier. DALMINEX GmbH decides at its due discretion whether the case is urgent.
9. If a claim is made against DALMINEX GmbH due to an infringement of official safety requirements or because of domestic or foreign product liability rules due to the defectiveness of our product, which is the result of the supplier’s goods or performance, DALMINEX GmbH is then entitled to demand that the supplier make good such loss, provided it has been caused by the supplier’s products. The supplier must undertake quality assurance based on the latest state of the art technology and appropriate in nature and scope, and to provide evidence of such to DALMINEX GmbH in the event of product liability losses.

Art. 10 Certificate of origin, export restrictions

1. . Certificates of origin required by DALMINEX GmbH (e.g. supplier’s declarations, restrictions on the free movement of goods within the meaning of EU-EFTA rules of origin shall be provided straight away by the supplier with all the requisite details and duly signed.
2. The supplier shall inform DALMINEX GmbH if a delivery item is subject to export restrictions, in full or in part, under German or other (e.g. US American) export legislation.

Art. 11 Payment

1. A duplicate invoice is to be sent for each individual order, which must agree with content of the delivery and the dispatch note on the date of dispatch.
2. Unless noted to the contrary on the order, payments are made within 14 days at a 3% discount, net within 30 days or longer payment terms granted by the client. The payment date starts at the earliest with the receipt of the valid invoice, though not before receipt and technical acceptance of the ordered goods or acceptance of performance. The date of the receipt stamp constitutes the date on which the invoice is received.
3. We do not recognise default interest or the restriction to the right to refuse, retain and offset. The payments do not affect our right to complain, our guarantee and warranty claims against the supplier.
4. DALMINEX GmbH shall send back to the supplier straight away any invoices that fail to meet our requirements, in particular, have no order numbers or do not observe EURO requirements. In this case, the discount period shall not start before receipt of the correct invoice.

Art. 12 Force majeure

Cases of force majeure, strike and lock-out shall release the contractual partners for the period of the disruption and to the extent of their effect from the duties to perform. The contractual parties are obliged to provide the necessary information straight away within reasonable limits and to adapt their obligations to the change in circumstances in good faith.

Art. 13 External commercial property rights

1. The supplier warrants that no domestic or foreign commercial property rights or third-party copyrights are breached as a result of the manufacture, processing, use or onward sale of the offered or supplied goods or other services.
2. The supplier is obliged to release DALMINEX GmbH or our customers from any third-party compensation claims that result from such legal circumstances and to join DALMINEX GmbH or our customer in any legal action undertaken because of such at its expense.
3. DALMINEX GmbH is entitled to acquire the rights of use (licence) from the legal owner at the supplier’s expense.

Art. 14 Own commercial property rights

The supplier recognises our claims to the trademarks, designations and packaging designs for the contractual products and undertakes not to derive any rights to future use of these trademarks, designations and packaging designs and use these or similar again or have these or similar used, except for the contractual products for delivery to DALMINEX GmbH itself. This obligation on the part of supplier shall remain in place even after the contract has come to an end.

Art. 15 Documentation and secrecy

1. All implementation documents, models, samples, drawings, data sheets, tools etc., which DALMINEX GmbH supplies to the supplier, shall remain the property of DALMINX GmbH and are to be stored at the supplier’s expense for the period of the assignment. DALMINEX GmbH can demand them back at any time.
2. All implementation documents, models, samples, drawings, data sheets, tools etc. are to be handled in confidence and may only be used to carry out our orders. The supplier expressly commits not to duplicate these.
3. All parts manufactured based on our data, drawings, models etc. may only be delivered to DALMINEX GmbH and under no circumstances to third parties for good or for inspection.
4. The supplier must also treat as confidential all other information about unit numbers, prices etc. provided to the supplier in connection with the award of contract and its execution and other knowledge received about our business procedures and to keep such secret even after the business relationships have come to an end.

Art. 16 Assignment

The supplier is not entitled to assign any claims against DALMINEX GmbH or to have them collected by third parties without the client’s prior consent. We will grant approval for assignment based on the principles of good faith. Our consent shall be deemed granted in the event that the supplier has granted its supplier an extension to the reservation of title during the normal course of business.

Art. 17 Offset

DALMINEX GmbH is entitled to offset claims to which a company affiliated with the DALMINEX GmbH group is entitled against the supplier.

Art. 18 Place of performance, legal venue

1. Provided nothing to the contrary is stated on the order and order confirmation, the place of performance for the delivery or other performance by the supplier is the address designated by DALMINEX GmbH in business dealings with registered traders, legal persons under public law or entity with special funds under public law. Place of performance for our payment obligation is our company’s registered office.
2. The legal venue is Bielefeld or the current registered office of DALMINEX GmbH, provided the supplier is a merchant, legal entity under public law or entity with special funds under public law. We do, however, reserve the right to bring a claim against the supplier at its general legal venue.
3. Unless agreed to the contrary, only the law of the Federal Republic of Germany shall apply.

Art. 19 Partial invalidity

The legal invalidity of part of the aforesaid conditions (even of this clause) shall not affect the validity of the other conditions. The statutory requirements shall apply in place of the conditions that have not become part of the contract or are ineffective.

Art. 20 Data protection

Personal data that arises in connection with the contractual relationship shall be stored for the purposes of data processing (Art. 28 Federal Data Protection Act).