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General Purchase Conditions (GPC)

1. General

a) Our Terms and Conditions of Purchase shall apply exclusively; we shall not recognize any terms and conditions of the Supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Even the unconditional acceptance of a delivery or payment for a delivery shall not be deemed to be an acknowledgement of conflicting or deviating terms and conditions.

b) Agreements made between us and the supplier on the occasion of the conclusion of the contract must be in writing. The amendment of the written form also requires the written form.

c) Our Terms and Conditions of Purchase shall only apply to Suppliers who are entrepreneurs pursuant to Section 310 of the German Civil Code (BGB).

d) The Code of Conduct and the General Packaging Regulations as amended from time to time shall apply in addition to the GPC.
2. Offer / Offer Documents / Order

a) Offers and cost proposals of the supplier are binding and are not to be remunerated unless expressly agreed otherwise. Unless otherwise agreed in individual cases, we shall not bear any costs and shall not pay any remuneration for visits, planning, quotations and other preliminary services provided by the supplier.

b) We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents which we have provided to the supplier. They may only be made accessible to third parties with our written consent. They are to be used in accordance with our inquiry/order. Upon termination of the cooperation or upon written request by us, they shall be returned or deleted without delay.

c) The supplier is obliged to accept our orders within 5 days. Delivery call-offs within the scope of a contract shall become binding if the supplier does not object within three working days of receipt of the call-off.

d) The commissioning of subcontractors by the supplier or the passing on of orders to third parties is not permitted without our written consent and entitles us to withdraw from the contract.
3. Delivery / Delay in Delivery

a) The delivery dates and deadlines stated in our orders are to be understood as desired dates and should be realized if possible. Confirmed delivery dates are considered binding. The timeliness of deliveries shall be determined by the date of receipt (or, in the case of work performance, the date of acceptance) at the place of receipt specified by us. Earlier deliveries are to be agreed with us. In the event of earlier delivery without agreement, we reserve the right to return the goods at the supplier’s expense. If no return is made in the case of early delivery, the goods shall be stored by us at the Supplier’s expense and risk until the delivery date.

b) In the event of a recognizable delay in a delivery or service as well as the occurrence of circumstances which indicate that the agreed delivery date cannot be met, we must be notified immediately, stating the reasons for the delay and the expected duration of the delay. Our right to withdraw from the contract or to claim damages, if applicable, shall remain unaffected.

c) If the supplier is in default, we may demand a contractual penalty of 0.5% of the net order value per working day or part thereof, but not more than 5% of the net order value. The contractual penalty shall be offset against any claims for damages.

d) The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled on account of the delayed delivery or service under item 3c. This shall apply until full payment of the remuneration owed by us for the performance concerned.

e) We shall accept partial deliveries, under- or over-deliveries only upon express agreement. In case of over-deliveries not agreed upon, we reserve the right to return the over-delivered goods at the expense of the supplier. In case of under-delivery not announced and not noted on the delivery bill, we reserve the right to charge a lump sum of €100,00.

f) In the event of delay, the Supplier may only invoke the absence of necessary documents or materials to be provided by us if he has sent a reminder in writing/by telephone and has not received them within a reasonable period of time.

g) The supplier shall provide all evidence (e.g. certificates of origin) at our request which is necessary for us to obtain customs and/or other benefits. If the origin of the goods deviates from the supplier’s declaration available to us, special reference must be made to the change on the delivery bill and the invoice, stating the country of origin. Should costs be incurred by us due to missing evidence, these may be claimed by us as damages.

h) The supplier shall be liable for the deliveries and services of its suppliers in the same way as for its own deliveries and services. The supplier’s subcontractors shall therefore be deemed to be its vicarious agents.

i) If we have informed the supplier about the intended use of the deliveries or services or if this intended use is recognizable for the supplier even without express reference, the supplier shall be obliged to inform us immediately if its deliveries or services are not suitable for fulfilling this intended use.

j) The supplier shall be obliged to notify us immediately in writing of any changes in the type of composition of the processed material or the constructive design as compared to similar deliveries or services provided to date and to provide a detailed explanation thereof.

k) Delivery shall be made in compliance with our General Shipping and Packaging Instructions.
4. Acceptance of the delivery and service in case of force majeure

a) Circumstances that were unforeseeable at the time the order was placed shall release us from our acceptance obligation for the duration and to the extent of their effect, insofar as we cannot avert these circumstances by reasonable means.

b) Force majeure shall release the affected contractual partner from its performance obligations for the duration of the disruption and to the extent of its effect. The contractual partners shall be obliged to provide the necessary information without delay within the scope of what is reasonable and to adjust their obligations to the changed circumstances in good faith.

c) We shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to rescind the contract in this respect if the delivery/service is no longer usable for us – taking into account economic aspects – due to the delay caused by the force majeure.
5. Transfer of risk and shipment

a) Unless otherwise agreed, shipping and packaging costs, customs duties, fees, taxes and other charges shall be borne by the Supplier. Delivery items shall be properly packed and shipped, whereby at least the statutory provisions of the Packaging Ordinance shall be complied with. In the event of agreed pricing ex works or ex sales warehouse, either shipment shall be made at the lowest cost in each case, or we shall commission the transport ourselves. This is subject to agreement after conclusion of the contract. Additional costs due to non-compliance with shipping or packaging instructions or for accelerated transport necessary to meet a delivery date shall be borne by the supplier.

b) In the case of deliveries with installation and assembly and in the case of services, the risk shall pass upon acceptance.

c) Our order number must always be stated in dispatch bills, delivery bills and invoices. Direct deliveries directly to our customers shall only be permissible if a corresponding agreement has been made. We must be notified of this shipment on the day of shipment. The delivery must be acknowledged by the supplier (e.g. signed delivery bill, proof of delivery).

d) Partial deliveries, remaining deliveries or replacement deliveries shall be marked as such in the shipping documents.
6. Invoices

a) Invoices are to be submitted electronically for each order, or as a collected monthly invoice, if possible, to the following email address: expresso-rw@expresso.de

b) In order to allocate the invoices, always provide them with our order number. The sales tax must always be shown.
7. Prices and terms of payment

a) The prices stated in the order are binding and are subject to a new written agreement in case of deviation.

b) The payment period shall commence as soon as the delivery or service has been provided in full and the properly issued invoice has been received. However, the payment period shall not begin before the agreed delivery date.

c) Insofar as the Supplier has to provide test reports, quality documents, documentation or other documents, the completeness of the delivery and service also presupposes the receipt of these documents.

d) Payments shall not constitute recognition of the deliveries or services as being in conformity with the contract.

e) Unless otherwise agreed in writing, payments shall be made 14 days, 3% discount and 45 days net after the start of the payment period. The receipt of the transfer order by our bank shall be decisive for the timeliness of the payment.
8. Liability for defects

a) The supplies or services must comply with the specifications and other information, such as standards, drawings and other properties specified within the order. The supplies and services must in any case comply with the generally accepted rules of technology, statutory and official safety regulations and environmental protection regulations in force in Germany or already adopted with a transitional period.

b) The supplier is obliged to install, maintain and continuously monitor an outgoing goods inspection as part of its quality assurance, which makes an incoming goods inspection at our premises unnecessary. An incoming goods inspection shall therefore only take place with regard to obvious defects, transport damage, completeness (random sampling) and identity of the goods.

c) We shall be entitled to the statutory claims for defects in full. In any case, we shall be entitled to demand from the supplier, at our discretion, the removal of the defect or the delivery of a new item. The right to claim damages, in particular the right to claim damages in lieu of performance, is expressly reserved.

d) If we incur costs as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labor, material costs or costs for an incoming goods inspection exceeding the usual scope, the supplier shall bear these costs.

e) If the supplier is in default with the rectification of the defect, we shall be entitled to rectify the defect ourselves or have it rectified by third parties at the supplier’s expense.
9. Limitation periods

a) The limitation period for material defects and defects of title shall be 3 years from the passing of risk, unless the law or the contract provides for a longer period; in particular, claims for supplementary performance and damages or for reimbursement of futile expenses shall become time-barred after 3 years. The limitation of claims for defects shall be suspended as soon as our notice of defects is received by the supplier.

b) If the supplier fulfills his obligation of subsequent performance by means of a replacement delivery, the limitation period shall start anew for the goods delivered as a replacement after their delivery, unless the supplier has expressly and appropriately reserved the right to make the replacement delivery only as a gesture of goodwill or to avoid disputes when making the subsequent delivery.
10. Supply of spare parts

The supplier is obliged to supply spare parts for the period of the usual technical use of his delivery/service, but at least 10 years after the last delivery of the delivery item, under reasonable conditions. If the supplier discontinues the supply of the spare parts after the expiry of the aforementioned period or discontinues the supply of the delivery item during this period, we shall be given the opportunity to place a final order or the relevant production documents shall be made available to us free of charge.
11. Product Liability

Insofar as the supplier is responsible for damage to its products, it shall be obliged to indemnify us against claims for damages by third parties upon first request. Within the scope of his liability, 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) resulting from or in connection with a recall action carried out by us. We shall inform the supplier of the content and scope of the recall measures to be carried out, insofar as this is possible and reasonable, and give him the opportunity to comment.
12. Industrial property rights and other rights of third parties

a) The Supplier warrants that the products marketed by it are free from third party rights and that no third party industrial property rights are infringed in connection with the delivery.

b) The supplier shall indemnify us against all claims made against us for infringement of an industrial property right and other rights of third parties and shall bear the costs of protecting the rights if these claims are based on a culpable breach of duty by the supplier. We shall inform the supplier immediately in the event of a claim.
13. Ownership of objects provided by us

a) Models, samples, production equipment, tools, measuring and testing equipment, materials provided by us, drawings, works standard sheets, printing templates and the like shall remain our property. The supplier shall manufacture production equipment and tools for us that are subject to an order. These items shall be kept by the supplier with the care of a prudent businessman at his own expense and separately from other items in his possession, shall be marked as our property and shall only be used by the supplier for the performance of deliveries and services towards us. The costs for care, maintenance and partial renewal of the means of production provided by us or manufactured for us shall be borne by the supplier. These means of production may only be modified with our prior written consent. We may demand the return of the means of production if:

· the supplier becomes unable to deliver the parts manufactured with the production equipment,
· the supplier suffers a loss of assets, in particular if insolvency proceedings are instituted against the supplier’s assets, or an application for such proceedings is filed, or
· an application for the opening of such proceedings has been filed or the business relationship has been terminated. Upon request, the supplier shall insure the tools belonging to us at replacement value against fire, water and theft damage at his own expense. At the same time, the supplier hereby assigns to us all claims for compensation arising from these insurances; we accept the assignment.

b) If the supplier processes material provided by us or transforms it, this activity shall be carried out for us. We shall become the direct owner of the items created in the process. The material provided may only be used for the production of our orders.

c) In the event of a breach of the prohibition of unauthorized use by the supplier, we shall be entitled, without prejudice to further rights, to withdraw from the contract or to terminate it and to claim damages.
14. Secrecy/prohibition of advertising

a) The supplier is obligated to keep secret all information provided to him, whether written down or given orally or embodied in objects/documents provided to him, and not to make them accessible to third parties without our written consent. The obligation to maintain secrecy shall continue to apply even after the execution of this contract. It shall expire if and to the extent that the manufacturing knowledge contained in the information provided is in the public domain.

b) It is only permitted with our express permission to refer to the existing business relationship for advertising purposes.

c) Any sub-suppliers shall be obligated in accordance with a) and b) above.
15. Place of Performance/Applicable Law and Place of Jurisdiction/Other Matters

a) The place of performance for deliveries and services shall be the destination specified by us in the order. Otherwise, the place of performance shall be our place of business.

b) The law of the Federal Republic of Germany shall apply exclusively.

c) The invalidity of individual provisions of these Terms and Conditions of Purchase shall not affect the validity of the remaining provisions. In this case, the parties undertake to replace the invalid provision with the valid provision that comes closest to the economic purpose of the invalid provision.
16. Environmental protection

a) In addition to our high quality standards, environmental protection in particular is an integral part of our company’s quality policy. We therefore operate an environmental management system in accordance with DIN EN ISO 14001 in order to sustainably protect and improve the environment.

b) Our suppliers and service providers are requested to actively support us in achieving our environmental goals within the scope of their activities. When procuring goods and services, therefore, the environmental compatibility of products and services is an important purchasing criterion in addition to price and cost-effectiveness.

c) The supplier undertakes to comply with the relevant statutory regulations on the treatment of employees, environmental protection and occupational safety and to work to reduce any adverse effects on people and the environment in its activities.

d) In the event that a supplier repeatedly and/or despite appropriate notice behaves in a manner contrary to the law and does not prove that the violation of the law has been remedied as far as possible and that appropriate precautions have been taken to avoid violations of the law in the future, we reserve the right to withdraw from existing contracts or to terminate them without notice.

– as of 28.09.2023