Terms and conditions of purchase

Hess GmbH Licht + Form

Section 1 – Scope

  1. Our general terms and conditions shall apply to the purchase of goods and the commissioning of services in accordance with the contract concluded between us and the supplier.
  2. Our general terms and conditions shall apply exclusively to all future orders placed with the supplier even without further express reference being made to these terms and conditions. We do not recognise any terms and conditions of the supplier that differ from our terms and conditions unless we have expressly agreed to their applicability in writing. Our general terms and conditions shall also apply if we accept the performance without reservation in the knowledge that the supplier’s terms and conditions are contrary to or different from our own.
  3. Our general terms and conditions shall only apply to entrepreneurs, legal entities under public law or special funds under public law within the meaning of section 310 (1) of the German Civil Code (BGB).


Section 2 – Order and tender documents

  1. If we submit a tender with our order, this tender can only be accepted within two weeks. Orders issued orally shall only become effective upon our written confirmation. If the supplier issues an order confirmation, it must specify our purchase order number on it.
  2. We reserve all property rights and copyrights to illustrations, drawings and other documents; they shall not be made accessible to third parties without our express written consent. After processing of the order, such documents must be returned to us without prompting.


Section 3 – Prices and payment terms and conditions

  1. The price stated on our purchase order is binding. Unless otherwise agreed in writing, this includes delivery “free to the purchaser’s address” and packaging. The supplier is obliged to take back the packaging if we ask it to do so.
  2. All prices are net prices without the applicable statutory value-added tax. We can only process invoices if, in accordance with the specifications on our purchase order, they state the purchase order number shown on our purchase order; the supplier is responsible for all consequences arising from non-compliance with this duty.
  3. Unless otherwise agreed in writing, we shall pay the amount within 14 days, calculated from delivery and receipt of invoice, with a 2% discount or within 30 days after receipt of invoice net.


Section 4 – Assignment, retention, set-off

  1. We are entitled to set-off and retention rights to the extent permitted by law.
  2. Claims existing against us can only be assigned to third parties with our written consent. The same shall apply with regard to a judicial assertion by third parties in the form of authorised litigation in one’s own name on another’s behalf.


Section 5 – Delivery time

  1. The delivery time specified by us is binding; any time limits begin to count down when the purchase order is received by the supplier.
  2. The supplier shall inform us immediately in writing if it is unable to meet the agreed delivery date, with our rights due to delay in performance remaining unaffected by this obligation to inform.
  3. If the supplier is late in delivery, it shall pay a contractual penalty of 0.1% for each working day of delay but no more than 10% of the amount of the order. Our right to assert legal claims due to delay in performance remains unaffected.


Section 6 – Transfer of risk

  1. In the case of purchase contracts, the risk shall not be transferred to us until we receive the goods.
  2. In the case of contracts for work and services, the risk shall be transferred to us after express acceptance in the form of an acceptance report.


Section 7 – Nature and quality of the goods

  1. The supplier guarantees that its goods comply with the relevant laws, regulations and DIN standards. If required, the goods must bear a CE marking and be CE compliant.
  2. The supplier guarantees that the goods correspond to the specifications in our purchase orders (including any drawings).
  3. The supplier shall maintain a quality assurance system that in particular includes maintenance of established quality standards, regular quality inspections and outgoing goods inspection. The supplier must prepare records in this regard and submit them to us on request.


Section 8 – Liability of the supplier for defects

  1. We shall be entitled to the full scope of statutory claims in case of defects. In particular, we shall be entitled to demand, at our discretion, that the defect be remedied by the supplier or that a new object of performance be delivered. We expressly reserve the right to assert legal claims to be paid damages, including damages in lieu of performance, in the full amount for any degree of fault in accordance with the statutory provisions.
  2. Unless longer statutory periods are pertinent, the period of limitation for defect claims is five years. It begins with the transfer of risk.


Section 9 – Liability of the supplier for damages

  1. The supplier shall be liable to us in full for any damage caused by it or its vicarious agents and for any degree of fault in accordance with the statutory provisions.
  2. The risk of transport damage shall be borne by the supplier.
  3. If claims are made against us by third parties on the basis of product liability, the supplier shall indemnify us against third-party claims (including the costs of any required recall campaign) and reimburse us for all damages and expenses if the supplier is responsible for the reason that gives rise to liability.
  4. The statute of limitations for our claims for damages shall be governed exclusively by the statutory provisions.


Section 10 – Industrial property rights

  1. The supplier shall guarantee that no third-party rights are infringed in connection with its delivery.
  2. If claims are made against us by third parties for infringement of their rights, the supplier shall be obliged to indemnify us against claims of the third party on first written request.
  3. We shall be entitled to industrial property rights arising within the scope of the execution of the order. If, due to mandatory legal provisions, these industrial property rights should exceptionally arise at the supplier’s premises, the supplier shall allow us to use these rights free of charge on a non-exclusive basis and for an unlimited period of time.


Section 11 – Ownership of objects

  1. All objects that have been handed over to the supplier, including tools, presentation pieces, sample copies or models, remain our property. In this respect, the supplier undertakes to maintain strict confidentiality and to return the goods immediately if we request this. Passing on these objects to third parties or using them for the supplier’s own purposes (with the exception of the provision of services to us) is not permitted.
  2. The same shall apply to objects which have been manufactured at our expense in whole or in part (e.g. moulds, tools, devices). Upon creation at the supplier’s premises, such objects shall become our property without direct transfer of possession on our part. Changes to these objects shall only be made with our written consent. Within the scope of the existing ownership relationship, the supplier shall be liable for any damage and/or loss in accordance with the statutory provisions.


Section 12 – Software

  1. Unless otherwise agreed in individual contracts, the supplier shall grant us free rights of use to software products and the associated documentation for an unlimited period of time. We shall be entitled to share the software with our customers.
  2. We shall be allowed to make copies of the software for the purpose of data backup.


Section 13 – Form of declarations

  1. Legally relevant declarations and notifications that the supplier must make to us shall be in writing.
  2. This shall also apply to legally relevant declarations and notifications that the supplier must give to third parties if they are in connection with the contractual relationship between us and the supplier.


Section 14 – Place of fulfilment, jurisdiction, applicable law

  1. The place of fulfilment and jurisdiction for disputes with business people, legal entities under public law or special funds under public law shall be at our registered office. In addition, we shall also be entitled to sue the supplier in the jurisdiction of its registered office.
  2. The law of the Federal Republic of Germany shall apply; CISG application shall be excluded.
  3. Should any of the above provisions be or become invalid, this shall not affect validity of the remaining provisions.

(As at: 02/05/2018)