General Conditions of Purchase

1. Scope

These “General Conditions of Purchase” apply to services and deliveries that you supply to us, unless different arrangements have been explicitly agreed upon.

The General Terms and Conditions of the Supplier, which contradict our own General Conditions of Purchase, only apply if we have expressly agreed to them. 

2. Orders

Our orders, changes or additions to our orders must be made in writing.

We can revoke our orders free of charge, if they are not confirmed as unchanged within 2 weeks of receipt at the very latest.

3. Deadlines and penalties for missed deadlines

Agreed deadlines for services and deliveries are binding. Any expected delays must be communicated to us immediately in writing.

If services are not rendered or deliveries do not occur within the set grace period, we shall be entitled, even without warning, to refuse the service and/or delivery, to withdraw from the contract or demand compensation for non-performance. We are entitled to withdraw from the contract, even if you are not responsible for the delay. Additional costs incurred as a result of your delays are at your expense.

We reserve the right to demand an agreed contractual penalty for non-performance (§341 BGB [German Code of Civil Law]) up to final payment.

4. Prices

The agreed prices and fixed prices and include all expenses in connection with the deliveries and services to be provided by you.

5. Process of orders and delivery

Each delivery must be accompanied with a delivery note, stating our order number, quantity and dimension or size.

The goods ordered are to be delivered in disposable packaging. This packaging is available commercially and is environmentally friendly. We will specify the type of packaging to be used. If reusable packaging is used, you will bear the costs of return.

6. Invoicing and payments

Invoices must contain our order number, the customer name, the material designation, the weight, the price per unit of quantity, the total price and the pricing with the date of payment. Invoices must be sent as a PDF file by email. Payment of the invoice is made in accordance with our order. Payment of the invoice does not mean that the service or delivery is recognized in accordance with the contract. In the event of faulty or incomplete delivery, and notwithstanding our other rights, we are entitled to withhold payment at a reasonable level on claims that result from the business relationship until proper delivery has been received. Assigning your claim to any third party is excluded.

7. Import, export requirements and customs formalities You are required to provide your EU VAT ID number for any services and deliveries from an EU country outside of Germany.

Imported goods are to be delivered with duty paid. You are obliged, at your own expense, to provide declarations and information required in line with regulation (EC) No 1207/2001. You must allow checks to be conducted by the customs authorities and provide the necessary official confirmations.

You are obliged to inform us in detail and in writing of any (re)exports in accordance with German, European and US export and customs regulations of the country of origin of the services and the goods.

8. Property rights

Ownership of the delivered goods is transferred over to us after payment. Any form of lengthened or extended retention of title is excluded.

9. Incoming goods inspection

An incoming good inspection takes place with regard to obvious defects. We shall give notice of hidden defects as soon as they are discovered during the normal course of business. You waive any objection of late notification of defects.

Metall-Agentur Duisburg GmbH

After returning defective goods, we are entitled to invoice you the invoice amount plus an administrative fee of 5% of the purchase price. We reserve the right to provide proof to charge more. You reserve the right to provide proof of lower or no expenditure.

10. Guarantee for material defects and defects of title

Defective deliveries must be replaced immediately with faultless deliveries free of defects. In the event of development and construction errors and in the event of a failure to correct defects within an appropriate time, we are entitled to withdraw from the contract, to reduce remuneration or demand compensation.

Correcting or repairing faulty service or delivery requires our permission in writing. You bear the risk during the time when the item is not in our care.

In urgent cases, particularly if operational safety is at risk or to prevent exceptionally high damages or to remedy minor defects, as well as in the event of your delay, we are entitled to correct these defaults and resulting damages ourselves or through a third party at your expense. Before doing so, we will inform you and wait for a short grace period, one appropriate to the situation, to elapse before going ahead with the correction of these defaults at your expense. This also applies if your delivery or service rendered is late, and we have to immediately correct defects in order for us to avoid delays in delivery.

The limitation period for material defects is 36 months from the time of transfer of risk. The limitation period for our claims from defects of title is 10 years from the transfer of risk.  

You have to provide services or deliver in accordance with our requirements. It is guaranteed that the service or delivery complies with our requirements. Should the service or delivery deviate from our requirements, then we are entitled to compensation.

Our statutory rights remain unaffected.

11 Repeat performance failures

Should the same or similar services or deliveries repeatedly contain defects or are repeatedly late, even after written warning, we are entitled to withdraw from the contract immediately.

12. Exemption for material defects and defects of title

You exempt us from all claims that third parties, irrespective of the legal reason, raise against us due to a material defect or defects of title or any other fault in a product you have supplied. You will reimburse us for the necessary costs incurred in our legal action.

Technical documentation

13. Confidentiality

You are obliged to treat all commercial and technical details, with which you have been privy through our business relationship, confidentially. These commercial and technical details must not be passed onto any third party.

We would like to point out that we store personal data related to our mutual business relationship, and pass this data on to companies affiliated with us.

14. Applicable law and place of jurisdiction

The place of jurisdiction is our company headquarters, 47057 Duisburg, Germany.

In addition to these conditions, German substantive law applies to all legal relationships between the seller and us.

The provisions contained in the convention from 11.04.1980 on the Contracts for the International Sale of Goods (CISG) do not apply.  

15. Partial ineffectiveness

Should individual provisions of these General Conditions of Purchase be partially ineffective, the rest of these Conditions will remain fully in force. The contractual parties already agree that any ineffective provision will be replaced with a valid provision, one which comes as close as possible – from an economic perspective – to the intended purpose of the provision deemed ineffective. 

Copyright Metall-Agentur Duisburg GmbH 06/2022