General Purchase Conditions

as of 01/04/2019

Applicable in the course of trade with entrepreneurs, legal entities governed by public law and with separate public and legal assets.

1. Scope of application
  1. The following purchase conditions apply only to our orders. We do not accept changes and additions and conditions of the supplier that are contradictory or deviate from the terms of the purchase below, unless we have confirmed them in writing as a supplement to our terms of purchase and in this way have agreed to their validity. The acceptance of supplies or services or their full repayment from us does not constitute a confirmation of the supplier’s terms of sale, even if these are known to us as positive.

  2. Our terms of purchase also apply to all future transactions with the supplier.
2. Orders
  1. Agreements, orders, legal transactions and delivery orders, as well as changes or additions must be made in writing. Delivery orders can also be carried out via remote data or fax transmission.

  2. Oral arrangements after the conclusion of the agreement, in particular subsequent changes and additions to our terms of purchase - including a written form clause - as well as any additional arrangements, also require our written confirmation for their validity.

  3. The calculations of costs are binding and are not payable unless expressly agreed otherwise.

  4. The supplier is obliged to accept our order within 2 weeks, otherwise we are entitled to cancel the order. Delivery orders become binding if the supplier does not question them within five working days of their receipt.

  5. In the case of regularly repeated orders or orders of delivery, the order / delivery order authorises the supplier only to produce the quantities specified for the first 4 (four) weeks (release for production) and to cover the material for a further 4 (four) weeks (release of material). Until there are any changes to the orders / delivery orders, the period of production release will be extended accordingly based on the last order sent / deliveries. Further publication of materials may be made only after prior written approval of the relevant specialist department.

  6. If no additional requirements are specified in the order, the delivery items should be of commercial quality and - if there are industrial standards and / or regulations, such as equivalent standards - items should be delivered in accordance with such standards and any quality control certificates established.

  7. In individual cases, the order standards we set and drawings with the tolerance specification apply. By accepting the order, the supplier declares that by viewing the existing plans he has become acquainted with the scope and type of the service provided. In the event of obvious errors, in print or calculations in the order itself and in the documents, drawings and plans submitted by us, this is not an obligation for us. The supplier is obliged to inform us about such errors so that our order could be corrected and renewed. This also applies to incomplete documentation and drawings.
3. Delivery time, delivery delay
  1. The dates and delivery periods specified in the order are binding. They start their course on the day of submitting the order. The fact of the receipt of goods or execution of is of decisive importance to us for the delivery date or delivery period. If ‘ex-factory’ delivery has not been agreed (DAP - delivered at place or DDP - delivered duty paid in accordance with INCOTERMS 2010), the supplier will make the goods available in due time, taking into account the time of handling and shipping agreed with the forwarding agent.

  2. If the supplier has assumed the obligation of setup or assembly, it will cover, subject to separate regulations, all necessary additional costs, such as travel costs, delivery of tools and indemnities expenses.

  3. The supplier is obliged to immediately inform our order department in writing if there are or will be circumstances indicating that the agreed delivery date cannot be met.

  4. If for any reason the supplier is unable to meet the extended deadline, he is obliged, at our request, to immediately transfer the forms, tools and other objects needed for production without charging costs to perform a substitute on its own, in order to eliminate production disruptions from our side to the extent possible. We are obliged to keep these items in circulation while handing over for use. The supplier agrees to transfer to third parties for use. Paragraph 602 of the German Civil Code shall be applicable.

  5. With the delivery of forms; tools and other objects needed for production; two stamped patterns of the last moulding should be provided (in the case of a multi-element set of tools). GERDES TECHNIK returns one specimen or set to the supplier, marking it with an appropriate confirmation. GERDES TECHNIK works in the same way when returning forms, tools and other objects necessary for production. The inability to apply the above procedure does not change the other conditions.

  6. When concluding a agreement with a substitute supplier, GERDES TECHNIK takes into account the interests of the main supplier. For this purpose, the Supplier shall inform GERDES TECHNIK about the likely duration of the obstacle to delivery and the expected date when it will be able to deliver the goods again. In the event of obviating or threatening compensation claims from third parties, we are entitled to order the execution of the order by another party, even if obstacles to delivery have been eliminated.

  7. Force majeure, labour disputes, disruptions in the operation of the plant which are considerable and unforeseeable, unrests, actions of the authorities and other unavoidable events entitle us - without prejudice to our other rights - to withdraw from the agreement in whole or in part, also if their duration is insignificant.

  8. In the case of delivery before the delivery deadline, we are not obliged to collect it. In this case, we reserve the right to return the item of delivery at the expense of the supplier. If in the case of untimely delivery, we do not return the goods, the subject of the delivery will be stored by us to the agreed delivery date at the cost and risk of the supplier. Payments will be made in accordance with point 10.2, counting from the agreed delivery date.

  9. In the event of a delay on the part of the supplier, we are entitled to claim a flat-rate damage caused by a delay of 0.8% of the order value for each business day, however, no more than 10% of the order value. Further legal claims (in particular withdrawal from the agreement or compensation due to non-compliance with the agreement) remain reserved.

  10. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of any claims for damages to which we are entitled for a delayed delivery or service; this applies until the total payment due to us for a given delivery or service is made.

  11. Partial deliveries are generally unacceptable, unless we have expressly agreed to them (in writing) or they are reasonable to us.

  12. With regard to quantity, weight and dimensions, the values determined by us during the inspection of incoming goods are of decisive importance, unless it is shown otherwise. We only accept ordered quantities or number of pieces. Surplus or underestimation of delivery is possible only upon prior agreement (in writing).

  13. With regard to the software included in the scope of delivery of the product, including its documentation, in addition to the right of use to the extent provided by law (§§ 69a et seq. UrhG) we also have the right to use with agreed operating properties and to the extent required for the contractual use of the product. We can also make a backup without express consent

  14. The supplier will pack the items in a correct way. The supplier is solely responsible for the loss or damage of the ordered goods during transportation resulting from the incorrect packaging. In case of doubt, recorded losses or damage to transported materials are valid as a result of their improper packaging.

  15. All claims by the supplier against third parties for damage to the goods during transport and shipping shall be deemed to have been transferred to us regardless of the other conditions.

  16. We assume that the supplier, as a distributor of goods, has extensive knowledge about the possible risks associated with its goods in transport, packaging, storage, etc. Before accepting the order, it must therefore check whether the goods listed in the order or their components are to be classified as dangerous (e.g. paints, adhesives, chemicals or readily igniting, oxidising, explosive, flammable, toxic, radioactive, corrosive or susceptible to self-heating). In such cases, it must inform us immediately and comprehensively.

  17. Unless agreed otherwise in writing, all deliveries must be accompanied by normal proof with the exact content and our order number. The quantity and quality of goods determined in our company are considered to be actually delivered and decisive for the determination of the intended use. We are exempt from the obligation to immediately challenge the products.
4. Passing of the risk

The risk passes to us when the goods are accepted by us or by our representatives in the place where the goods are to be delivered in accordance with the order or where the service will be performed. Item 3.9 remains unaffected. 

5. Checking defects, warranty
  1. We are not obliged to inspect the goods upon receipt. If this is possible and as soon as it possible, as part of the standard course of business, we will try to examine the product in the form of random samples for the absence of any defects, in particular also in terms of defectiveness, completeness and suitability. The application of § 377 of the Civil Code is excluded to the extent to which it is permissible. In any case, the complaint is considered to have been filed if it occurs within 30 days of the detection of irregularities or other reservations. The supplier shall withdraw from raising objections regarding the delayed reporting of deficiencies.

  2. Claims under the warranty are in full and applicable to us, unless otherwise agreed below. Regardless, we have the right, at our sole discretion, to demand that the supplier remedy the deficiencies or request a replacement delivery. In this case, the supplier will bear the necessary costs related to the removal of defects or replacement delivery. We reserve the right to claim damages.

  3. If the supplier does not proceed to remedy the deficiencies immediately upon our request, we are entitled in an emergency, in particular to prevent serious risks or to avoid serious damage, to act independently at the expense of the supplier or to subagreement them to third parties.

  4. The warranty period for goods and services is 36 months from the time the risk passes, unless the statutory minimum warranty period is longer or the object was used in a construction project for its normal purpose and caused its defect.

  5. In the case of legal defects, the supplier also releases us from any claims of third parties, unless the supplier is not liable for a legal defect. With regard to legal defects, a ten-year limitation period applies. Taking into account the duty of diligence of a valid entrepreneur, we have the right to obtain the consent of the person entitled to use the appropriate items of delivery and services at the expense of the supplier.

  6. The Supplier guarantees that all deliveries are free from third party protection rights, and in particular that delivery and used delivery items do not infringe upon patents, licenses or other proprietary rights of third parties in Germany. If the supplier has obtained knowledge that his products are also distributed by GERDES TECHNIK in certain countries, the above applies also to these countries.

  7. In the case of claims for defects under the limitation period for our warranty claims for traffic or repaired parts of delivery or for substitute supplies under the supplier's obligation to perform the supplementary service, the period of limitation begins when the supplier completely complies with our claims for supplementary benefits.

  8. If, due to defects in the delivery of the subject of the agreement, we incur costs, in particular transport, travel, labour, materials, reading or inspection costs of incoming goods exceeding the normal scope of entry control, the supplier is obliged to cover these costs. We are entitled to carry out random checks and, without prejudice to our other claims, to completely reject the goods if the quality or AQL value is exceeded or to check the contents of the goods at 100% cost and risk of the supplier and to request replacement of the defective parts.

  9. In the case of receipt of products manufactured and / or sold by us due to a defect in the subject of the agreement provided by the supplier or in the case of a reduction in the purchase price or other claims against us, we reserve the right to undertake return-related measures towards the supplier. A separate deadline is not required.

  10. We are entitled to demand compensation from the supplier for expenses which we had to incur in relation to our client, because the latter has the right to demand reimbursement of additional expenses, in particular transport, travel, labour, materials and reading costs.

  11. Notwithstanding the provisions of point 5.4, the limitation period in cases 5.9 and 5.10 begins at the earliest after the date on which we have fulfilled the claims which our client has made in relation to ourselves, but at the latest five years after receipt by the supplier, unless the statutory warranty period is longer.

  12. If a material defect occurs within six months of the passing of risk, it is assumed that the defect had already occurred at the time the risk was passed, unless the assumption is consistent with the nature of the item or defect.
6. Transfer of orders

Transfer of orders to third parties is not permitted without our written confirmation and entitles us to withdraw from the agreement in whole or in part and / or to claim damages.

7. Reservation of ownership, alternative delivery
  1. If we supply parts to the supplier, we reserve their ownership. They can only be used for their intended purpose. Processing or modification by the supplier takes place on our behalf. In the case of alteration or mixing of our reserved goods with other items not owned by us, we will acquire joint ownership of the new item in proportion to the value of our item (purchase price plus VAT) to other processed items at the time of processing. In the event of a reduction in value and losses, compensation should be paid.

  2. If the item provided by us is inseparably mixed with other things that do not belong to us, we will acquire co-ownership of the property in proportion to the value of the property subject to retention (purchase price plus VAT) to other items combined at the moment of their mixing. If the mixing is done in such a way that the object of the supplier should be considered as the main object, it is considered agreed that the supplier transfers shared ownership proportionally to us; the supplier will retain exclusive ownership or joint ownership on our behalf.
8. Delivery according to specifications, drawings and our models
  1. If the goods ordered by us are manufactured in accordance with our specifications, drawings or models, the following arrangements apply: The articles and equipment ordered by us intended for their production may be delivered to third parties only with our express consent. This is also the case when the supplier uses all equipment, etc. at his own expense or when we refuse to accept the ordered goods due to delayed or incorrect delivery or if, despite the correct delivery, we refrain from further orders.

  2. If the supplier makes improvements in relation to the fulfilment of orders, we will have the right to free, non-exclusive use of the item, improvements and possible protective rights.
9. Notification of shipping and invoices

The provisions contained in our orders and delivery orders apply. Invoices must be sent to the printed address immediately in duplicate for each delivery, with the characters and order numbers and item number, for each individual item; the invoice cannot be attached to parcels. The second copy must be clearly marked as such. In the event of non-compliance with these rules, invoices are considered to be unsealed and intended for clarification or supplemented by the supplier. The payment deadline of the supplier is postponed until clarification or completion. The same shall apply accordingly to delivery notes, dispatch letters and other accompanying transport documents.

10. Payments
  1. The price given in the order is binding. In the absence of a written agreement specifying otherwise, the price includes delivery of ‘freight prepaid’ delivery, duty paid (DDP in accordance with the Incoterms 2010 trade standards), including packaging and insurance, but without VAT, or delivery to the place specified in the order. Otherwise, the supplier must, with due regard to the time agreed with the freight forwarder, make the goods available in good time for transhipment and dispatch. If, by way of exception, the packaging will be invoiced separately on the basis of a separate agreement, we are entitled to return it to the supplier without freight charges, with crediting to the account amounting to 2/3 of the value of the packaging resulting from the invoice. The supplier may only use environmentally friendly packaging materials. If the parties agree to collect the fee for the packaging, it will be charged only at cost price.

  2. Payments should be made after receiving and confirming the quality of the goods within 14 days with a 3%, and within 30 days with a 2% discount (rebate for cash payment) or within 60 days from the invoice date, whereas the prerequisite for making a payment is a prior delivery to us by the supplier of all documents due under the agreement in full and legible form (e.g. certificates, documentation, test reports, etc.). In the case of receipt of the goods after receipt of the invoice, the payment deadline starts from the date of receipt of the goods. Payment is made subject to invoice verification.

  3. Withdrawal of claims is possible only with our written consent.

  4. If the supplier reduces the price until delivery, we will take advantage of this reduction.
11. Product liability, release from liability

In the case of claims against us that relate to the goods of the supplier, due to violation of official safety regulations or due to the provisions on product liability in the country and abroad or due to product defects, we are entitled to demand compensation from the supplier for this damage , as long as it has been caused by products supplied by it. This damage also includes the costs of the necessary action to withdraw the product from the market. If the defect occurs in the part delivered by the supplier, it is assumed that the defect occurred only within the scope of the supplier's liability.

12. The right to withdraw and terminate the agreement
  1. In addition to the statutory rights to withdraw from the agreement, we are entitled to withdraw from the agreement or terminate it with immediate effect if,
    • the supplier has stopped supplying its clients,
    • the supplier violates the obligation under the delivery agreement and will not resolve the situation within a reasonable time limit of 30 days from notification of the infringement,
    • a significant deterioration in the financial situation of the supplier will occur or it may endanger the fulfilment of the delivery obligation in relation to us
    • the supplier will become insolvent or excessively indebted, or
    • when the supplier ceases to make payments.

  2. We are also entitled to withdraw from the agreement or terminate the agreement if the supplier requests a bankruptcy proceeding or an equivalent debt repayment procedure with respect to his property.

  3. If the supplier has partially performed the service, we are entitled to withdraw from the entire agreement only if we have no benefit for the partial service.

  4. In the event of withdrawal or termination of the agreement based on the above contractual rights to withdraw or terminate the agreement, the supplier shall compensate us for any losses incurred in this connection, unless the supplier is not responsible for the right to withdraw or terminate the agreement.

  5. Rights and legal claims are not limited by the provisions contained in point 12.
13. Liability

We are not liable for damages due to the usual inadvertence caused by us, our legal representatives or persons entrusted with the performance of the obligation. This applies irrespective of the legal nature of the claim pursued, in particular for delay, other breach of obligations or a prohibited act. The limitation of liability does not apply to damages resulting from the injuries to life, personal injury or health and violation of significant contractual obligations. In the event of breach of non-essential contractual obligations, we shall be liable for material losses only to the extent and in the extent to which such losses were to be reckoned substantially at the time the agreement was concluded. The seller is liable for any damages that occurred as a result of negligence or acts unintentionally or intentionally on the part of the seller, his legal representative or executive helpers.

14. Compensation

Our right to set-off or exercise the right to retain goods cannot be limited. The supplier is entitled to deduct counterclaims only if and only to the extent that they are undisputed or have been legally validated.

15. Documents and business secrets
  1. Any commercial or technical information provided by us (including properties that can be obtained on the basis of items, documents or software submitted, as well as other knowledge or experience) are confidential to third parties unless they are provided in a publicly documented manner and may be made available in the own factory of the Supplier only to persons who must be appointed to use them in order to carry out the delivery to us and who are also obliged to keep secret; this information remains our sole property. Without our prior written consent, this information - with the exception of purposes related to deliveries to us - or products manufactured or labelled with the help of this information and means of production, brands and packaging, may not be reproduced or used in connection with their value, or ultimately passed on to third parties. Upon our request, all information from us (including any copies or records made) and items provided on a loan should be returned to us in full or destroyed. We reserve all rights to such information (including copyrights and the right to file industrial property rights, such as patents, utility models, protection of topography of integrated circuits, etc.). If they have been made available to us by third parties, the reservation of rights also applies to those third parties.

  2. Products that are created in accordance with the documents developed by us, such as drawings, models, etc. or according to our confidential information or using our tools or tools constructed on the basis of our tools, cannot be used by the supplier or offered or delivered to third parties. This also applies to our printed orders, respectively.
16. Performance of works
  1. Persons who perform work on the premises of our production plant as part of the agreement must comply with the regulations in force at the company. Responsibility for accidents involving these people on the premises is excluded, unless they were caused by intentional or grossly negligent breach of duty by our legal representatives or executive proxies.

  2. A supplier who, under the agreements concluded with us, must provide services or perform work in our factory is obliged to provide its legal representatives, executive aids and other employees with sufficient insurance coverage against accidents at work.
17. Insurance costs

Insurance costs are incurred after prior written agreement.

18. Place of performance, Seat of competent court
  1. Unless the agreement provides otherwise, the place of performance is the place where the goods are to be delivered in accordance with the order or where the service is to be performed

  2. The place of jurisdiction for all legal disputes arising directly or indirectly from contractual relations based on these Purchase Conditions is Detmold. However, we have the right, at our sole discretion, to sue the supplier at his place of business or at the place where his branch or court of the place of performance is located.
19. Export control, ensuring a high level of REACH health and environmental protection
  1. The supplier is obliged to inform us about any obligations to obtain a permit to export its goods in accordance with German, European and US export and customs regulations, as well as export and customs regulations of the country of origin of its goods in offers, confirmations of orders, invoices and other commercial documents and to indicate a contact person in its company to clarify any disputes.

  2. The supplier undertakes to comply with all provisions of European regulation (EC) No. 1907/2006 (REACH). He ensures that his products are registered in accordance with the method of use known to him in accordance with the regulation. He will perform his duties without delay - for example, he will prepare and issue a safety data sheet.
20. General provisions
  1. Settlement of disputes arising from this contractual relationship and contractual relationships with us is subject only to the provisions of German law with the exception of the United Nations Convention on Agreements for the International Sale of Goods (CISG) and the Collision Law.

  2. In the event that any of the provisions of these terms and other concluded agreements are or become invalid, this does not affect the validity of the remaining provisions. The contractual parties are obliged to replace an invalid provision with a provision that is as close as possible to the economic purpose of the invalid provision. The same applies to legal loopholes.

General Purchase Conditions

Gerdes Kunststoff-Technik GmbH
Tel.: +49 (0)5262 940-0

Group of companies

Logo PRETTL Group of enterprises

Since 2014, we have been a member of the
PRETTL group of companies.

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