General Terms and Conditions of Purchase
1. The supplier agrees to these terms and conditions upon acceptance of the order. Our general terms and conditions of purchase shall apply exclusively; silence with respect to any terms and conditions of the supplier shall in no case be deemed to constitute consent. In particular, the acceptance of the supplier's performance does not constitute an implied agreement with the supplier's terms and conditions.
These terms and conditions shall also apply to all future business relations between the parties.
Amendments, collateral agreements or supplements within the scope of this contract or within the scope of future contracts require our written confirmation.
2. Only orders placed in writing are binding for us. Verbal agreements (by telephone) require our written confirmation.
3. If our order is not confirmed within seven working days from the order date, we shall be entitled to revoke it. Additions, restrictions or other deviations from our order or the associated documents require our written consent.
4. The prices stated in our order are fixed prices. Price increase reservations require our express written consent.
5. The details of the order placed by us together with the associated documents such as drawings, technical delivery conditions, construction regulations, material regulations etc. as well as the relevant accident prevention regulations shall form an integral part of the individual purchase contracts.
Any series delivery may not be started until we have accepted the initial samples. In this case, as well as in other cases where the placing of the order, delivery, etc. depends on the approval of a sample, a purchase after sample shall be deemed to exist.
Insofar as the details of the ordered parts are not recorded in our documents, the supplier shall notify us of any intended changes. These require our written consent.
The quality of the products ordered by us must meet the purchase order requirements. Our quality department has the right to audit the supplier.
6. If we become aware of circumstances regarding the supplier which give rise to serious doubts as to the proper execution of the order, we shall be entitled to withdraw from the contract with regard to the outstanding deliveries without compensation.
7. The delivery dates are to be confirmed bindingly. The deliveries must be received at the destination specified by us on the confirmed date, as our production planning is based on compliance with the dates. In the event of non-compliance with the delivery dates, we shall be entitled, without granting a grace period, to withdraw from the order in whole or in part or to claim damages including the costs of a covering transaction.
Force majeure, labor disputes, riots or other circumstances for which we are not responsible and which lead to disruptions in our production or that of our customers shall release us from an acceptance or compensation obligation for their duration and to the extent of their effect.
8. Unless otherwise agreed, delivery shall be made free to the destination specified by us, including any necessary packaging.
The packaging material used must comply with all environmental requirements and should be selected in an environmentally friendly manner. Packaging waste must be minimized.
In case that we are unable to use or dispose of the packaging material, the supplier undertakes to take back packaging free of charge and to ensure environmentally friendly disposal.
All deliveries shall be insured against transport damage at the supplier's expense. The supplier shall be liable for any damage.
9. All invoices shall be marked with our order and article numbers as well as the supplier's delivery note numbers and shall be sent by email vendor-invoices@protego.com.
10. Payment of the invoice shall be made in accordance with the agreed term of payment. If no payment term was agreed, 14 days 3 % discount, 60 days net shall apply.
All payments shall be made subject to our rights arising from defective delivery. Insofar as notices of defects are already known at the time of maturity, we shall be entitled to withhold payments.
11. Offsetting against our claims arising from the business relationship is only permissible if the supplier can offset with an undisputed or a legally established claim.
The same shall apply to the assertion of rights of retention.
12. The supplier warrants that the delivered goods are free from third party rights.
13. The confirmation of the receipt of goods does not exclude quality or quantity-related complaints which have been determined after receipt of goods. The determination of acceptance conditions does not limit the warranty liability of the supplier.
The warranty period of the supplier for faultlessness of their goods is 36 months after delivery or acceptance.
In the event of justified notices of defects, we shall be entitled, at our discretion, to:
- return the defective goods at the supplier's expense and demand a faultless replacement; in this case, for accounting reasons, the value of the returned goods shall be debited and the replacement delivery shall be recalculated,
- waive a new delivery by charging back the invoice value of the goods and the return costs,
- remedy the defect ourselves or have it remedied by third parties at the supplier's expense,
- demand a reasonable reduction of the price,
- withdraw from the relevant order in whole or in part with regard to the part not yet delivered, without this giving rise to any claims for compensation on the part of the supplier.
If a piece-by-piece inspection of the goods received becomes necessary due to defective deliveries, the supplier shall bear the costs incurred thereby.
The supplier shall be liable for all damages arising directly or indirectly from the defectiveness and shall indemnify PROTEGO® against any claims for damages by third parties.
The supplier is obliged to take out product liability insurance with an appropriate coverage limit.
14. Documents or means of production of any kind, such as samples, drawings, models, tools, regulations of a technical nature, etc., which we make available to the supplier or which we pay to the supplier, may only be used for deliveries to us. They may neither be passed on to third parties nor used for the supplier's own purposes, nor may the goods manufactured on the basis of them or with them be passed on to third parties or used for the supplier's own purposes. They are to be kept secret. This agreement shall continue to apply without restriction after the contract has been executed and after any termination of the business relationship.
If the supplier manufactures models at our expense, these shall become our property and, like any models provided by us, shall be kept by the supplier free of charge and carefully until we call them up and shall be insured as third-party property. Use for or by third parties is only permitted with our written consent. All models, tools, etc. must be clearly marked as the property of PROTEGO® and returned immediately upon request.
15. The supplier shall transfer to us ownership of the semi-finished and finished products manufactured according to our specifications, drawings, models, etc. already at the time of their manufacture. They shall be kept in safe custody free of charge. The same shall apply to special equipment for production (such as casting molds), even if these have been procured at the supplier's expense.
16. CSR Guidelines (Corporate Social Responsibility)
As Braunschweiger Flammenfilter GmbH, we apply the CSR Guidelines to define our understanding of responsibility towards people and the environment as well as the expectation towards our business partners.
We have described this understanding in detail in our Code of Conduct for suppliers and expect our business partners to comply with these standards. Furthermore, we ask our suppliers to also require subcontractors and sub-subcontractors to comply with corresponding standards.
For us as a group of companies, as well as for our suppliers, the principle of loyalty applies, which makes it possible to create and maintain lasting relationships of trust. The supplier conducts their affairs in line with the principles of honesty and fairness, as well as with the prevailing competition rules and applicable anti-corruption regulations in business relationships.
The supplier undertakes to:
- comply with local labor standards
- not use compulsory or forced labor
- comply with the provisions regarding the abolition of child labor and the protection of minors as set forth in national legislation
- create a safe working environment that does not pose risks to the health of their employees and subcontractors. The supplier complies with the legal requirements regarding working hours and minimum wage.
The supplier shall endeavor to achieve the highest standards of environmental protection and shall make all necessary efforts to avoid or minimize any harmful effects of their activities on the environment and to promote them by acting in an environmentally conscious and responsible manner. The supplier undertakes to comply with the applicable laws and standards.
17. Conflict minerals
We demand and promote the responsible sourcing of minerals. Since we do not source minerals directly, we rely on our suppliers' sense of responsibility.
Each supplier is required to ensure that materials used in the manufacture of their products do not originate from areas of conflict or high-risk areas and that no illegal or unethical practices are promoted, funded or otherwise supported.
Currently Tin, tantalum, tungsten and gold (3TG) are considered conflict minerals.
The supplier undertakes to procure Conflict Minerals exclusively from upstream suppliers who have and can provide a Conflict Minerals Reporting Template (CMRT).
Download PROTEGO® Regulation on Conflict Minerals
18. Place of performance for all deliveries and payments is Braunschweig.
19. Place of jurisdiction for all claims arising from the business relationship is Braunschweig. This shall also apply to claims arising from bills of exchange and checks.
German law shall apply to the contractual relationship. The application of the UN Convention on Contracts for the International Sale of Goods is excluded.
Should any of the above provisions be invalid in whole or in part, this shall not affect the validity of the provision(s) or the remainder of the contract.