General Terms and Conditions of Purchase
of Hermann Paus Maschinenfabrik GmbH
General – Scope
(1) Solely our general terms and conditions of purchase
shall apply; other terms of the supplier that deviate from
our general terms and conditions will not be accepted
unless we have given our explicit consent in written form
regarding their applicability. Our general terms and
conditions of purchase shall also apply if we accept the
supplier’s delivery without reservation in knowledge of
contrary or deviant terms of the supplier.
(2) All orders placed by us have to be acknowledged by the
supplier in written form.
(3) All agreements reached between ourselves and the
supplier for the purpose of performing this contract have to
be set out in writing in this contract.
(4) Our general terms and conditions of purchase shall only
apply vis-à-vis entrepreneurs pursuant to § 310 I BGB
(German Civil Code).
Offer, Offer Documents
(1) The supplier is obliged to accept our order within a
period of two weeks.
(2) We shall retain the right of property and copyright to
images, drawings, calculations, and other documents; they
may not be made accessible to third parties without our
explicit consent in writing. They are to be used exclusively
for production on the basis of our order; they have to be
returned to us unrequested after completion of the order.
They have to be concealed from third parties; to this
extend, the provision of § 9 (4) applies.
(3) The supplier agrees not to produce for own purposes
the products manufactured for us and/or to offer those to
Prices, Terms of Payment
(1) The price shown in the order shall be binding. In the
absence of any other written agreement, the price shall
include delivery to our works in Emsbüren, postage and
packaging included. Returning the packaging shall be
subject to special agreement.
(2) The legal value-added tax will be indicated separately.
(3) Invoices can only be processed if they contain – in
accordance with the specifications of our order – the order
the number is shown on our order form; the supplier is
responsible for any consequences resulting from the noncompliance with this obligation unless he is able to prove
that he is not responsible for these consequences.
(4) Payment shall be made after having received all the
goods or after full performance of service(s) and upon
receipt of invoice, in each case as agreed upon. For
payment within 14 days we are entitled to take a cash
a discount of 3 %.
(5) We are entitled to the right of set-off and detention to
the legal extent.
(1) The delivery period and/or the date(s) of delivery
indicated in the order shall be binding.
(2) The supplier is obliged to send us without delay a
written notification on circumstances arising or becoming
recognizable to him from which is evident that the delivery
period/date (s) of delivery requested cannot be met.
(3) Partial deliveries are only permissible after having
received our prior consent, otherwise any extra costs
resulting from this partial delivery will be at the expense of
(4) In the event of delay in delivery, we shall be entitled to
statutory claims. After expiry of a reasonable period we are
in particular, entitled to claim damages instead of making
delivery/performing service(s) and to claim for
cancellation of the contract. If we claim damages, the
supplier shall be entitled to provide evidence to us that he
is not responsible for the infringement in question.
(5) The goods receiving department is opened as follows:
Monday – Thursday: 7.00 h – 15.00 h
Friday: 7.00 h – 12.00 h
Transfer of Risks – Documents
(1) If no other agreement has been made in writing,
delivery shall be effected carriage paid to our works in
Emsbüren or to any other address of delivery agreed upon.
(2) The risk of accidental loss and any deterioration of the
goods will only be transferred to us with the handover of
(3) The supplier is obliged to make sure that all shipping
documents and delivery notes contain exactly our order
numbers; if he fails to do so, any delays in processing are
not our responsibility.
Inspection for Defects – Liability for Defects
(1) We shall be obliged to check the goods within an
an appropriate period for possible deviation in quality and
quantity; the complaint shall be considered on time if it is
received by the supplier within a period of 5 working days
from the date of receipt of goods or in case of hidden
defects from the date of detection.
General Terms and Conditions of Purchase
QM-Dok. 7.4-01-06-EN, Rev. 2.00 Page 2 of 2
(2) By acceptance or approval of drawings submitted we
do not agree to waive the right of defect claims.
(3) We shall be entitled to the statutory defect claims
without restriction; in any case, we shall be entitled to ask
the supplier for the repair of the defect or for delivery of new
goods as we so choose. The right to claim for damages –
particularly to claim for damages instead of making delivery
/ performing service(s) – remains explicitly reserved.
(4) We shall be entitled to eliminate or to arrange for repair
of defects ourselves at the supplier’s expense, if the
supplier is in default or if urgent cases absolutely require
immediate elimination of defects.
(5) The statutory period of limitation is 36 months from the day
of transfer of risks.
Product Liability – Indemnification – Liability Insurance
(1) Insofar as the supplier is responsible for damage to any
product, he shall be obliged to indemnify us upon first
request from all damage claims of third parties; this applies
to that extent that the cause is to be found in his area of
management and organization and he himself is
responsible for external relationships.
(2) Within the framework of his liability for cases of damage
within the meaning of paragraph (1), the supplier shall also
be obliged to reimburse any expenses pursuant to §§ 683,
670 BGB (German Civil Code) as well as pursuant to
§§ 830, 840, 426 BGB (German Civil Code) arising from, or
in connection with, a recall campaign of ours. We shall
notify the supplier insofar as possible and reasonable
about the content and extent of the recall measures to be
performed and shall give him an opportunity to comment.
Other statutory claims shall not be affected by this.
(3) The supplier undertakes to take out products liability
insurance for an amount of coverage of 10 Mio EUROs per
personal injury/material damage – all-in – and to submit
proof to us accordingly; any additional claims to which we
are entitled shall not be affected.
(1) The supplier ensures that in connection with his
delivery no rights at all of the third parties within the Federal
The Republic of Germany will be violated.
(2) If claims are asserted against us by a third party due to
such infringement, the supplier shall be obliged to
indemnify us from these claims upon the first request; we are
not entitled to conclude any agreements with the third party
– in particular to make a compromise – without the consent
of the supplier.
(3) The duty of the supplier to indemnify shall refer to all
expenses we sustain arising from, or in connection with,
the assertion of third party rights, unless the supplier
provides evidence that he is not responsible for the breach
of duty on which the infringement of property rights is
(4) The statutory period of limitation for these claims is 3 years,
starting from the day of transfer of risks.
Reservation of Ownership – Provision – Confidentiality
(1) Insofar as we provide parts to the supplier, we shall
retain ownership to said parts. Any processing or
conversion by the supplier shall be made on our behalf. If
our reserved goods are processed together with other
objects that do not belong to us, we shall acquire the co-ownership to the new object in relation to the value of our
object to the other processed objects at the time of
(2) If the object we provide is inseparably mixed with other
objects not belonging to us, we shall acquire the co-ownership to the new object in relation to the value of the
reserved property to the other mixed objects at the time of
(3) Insofar as the collateral rights attributable to us
pursuant to paragraph (1) and/or paragraph (2) exceed
the purchase price of all our reserved property not yet paid
for by more than 10 %, we shall be obliged on request of
the supplier to release collateral rights as we so choose.
(4) The supplier shall be obliged to keep all images,
drawings, calculations and other documents and
information strictly confidential. They may only be
disclosed to third parties with our explicit consent. The duty
to maintain confidentiality shall also apply after the end of
this contract; it shall expire, if and to the extent that the
production know- how in the images, drawings,
calculations and other documents become generally
Venue – Place of Performance
(1) All contracts for delivery shall be governed exclusively
by the substantive civil law of the Federal Republic of
(2) All disputes arising from contracts for delivery and
being submitted to court shall be governed exclusively by
the civil procedure law of the Federal Republic of
Germany, supplemented by the relevant international
(3) Insofar as the supplier is a merchant, our registered
the office is the venue; however, we are entitled to bring an action
against the supplier also at the court of his place of
(4) Insofar as nothing else to the contract has been
explicitly agreed, the place of performance for delivery
obligations and services are our registered office in D-48488
Issue: August 2010 / Rev. & Corr. Aug. 2016