General Terms and Conditions of Purchase of Glyn GmbH & Co. KG
As of March 2004
1. Placement of Order
1.1 Glyn GmbH & Co. KG (hereinafter referred to as “Glyn”) places purchase orders exclusively on the basis of its General Terms and Conditions of Purchase. Any other conditions will not assume contractual status even if not explicitly objected by Glyn. Acceptance without explicit objection of a delivery/service by Glyn shall in no case give rise to the assumption of Glyn’s acceptance of the supplier’s terms and conditions of delivery. When making quotations, the suppliers shall declare his acceptance of the General Terms and Conditions of Purchase of Glyn. Failure to issue such express declaration will in any case be deemed acceptance of the General Terms and Conditions of Purchase of Glyn as the basis of the execution of the order as being executed. These General Terms and Conditions of Purchase of Glyn shall also apply to all future contractual relationships with the supplier.
1.2 In making a quotation following an inquity of Glyn, the supplier shall strictly follow the content of Glyn’s inquiry and shall explictly refer to any deviations.
1.3 Failure of the supplier to accept an order in writing within 10 workdays upon receipt of such order shall entitle Glyn to withdraw the order.
1.4 Only orders that are issued in writing shall be valid. Any purchase order that is declared verbally or over the phone must be confirmed in writing to become valid. The same applies to any collateral covenants and modifications of the contract. Any services or deliveries that have been executed without a written purchase order shall not be accepted. Orders, purchase orders, call requests or changes thereof and additions thereto may also be made by means of remote data transfer or machine-readable media upon prior written agreement. In the case of parole agreements agreements, the purchase order shall be considered as commercial confirmation.
1.5 No compensation shall be paid for visits or the preparation of quotations, projects etc. unless such compensation is explictly agreed or statutory.
1.6 If Glyn can provide evidence by means of a transmission report that it has sent a delaration via fax or remote data transfer, it shall be assumed that the supplier has received this declaration.
1.7 The supplier shall treat the conclusion of the contract confidential and shall only be allowed to refer to contractual relations with Glyn in advertising material after obtaining written approval from Glyn.
1.8 Glyn may request changes to the subject matter of the delivery even after the conclusion of the contract if this is reasonable for the supplier. The impact of such change of contract shall be properly accounted for by both parties, especially with respect to cost increases or reductions and delivery times.
2. Prices, Shipping, Packing
2.1 The agreed prices are fixed prices and exclude extra charges of any kind. The prices include packing and shipping to the address or place of use indicated by Glyn as well as customs clearance charges and customs duties. In the case of prices “ex factory”, “ex warehouse” or similar, shipping shall occur using the forwarder nominated by Glyn. The supplier shall assume all costs that are incurred before the time of transfer to the forwarding agent including loading and rolling charges. If prices are not specified in the purchase order, the current list prices of the supplier with the customary deductions shall be assumed. The quotation of prices shall not affect the agreement on the place of performance.
2.2 The Glyn order number shall be included in bills of delivery, waybills, invoices and all correspondence. Quotations shall include a clear reference to the inquiry and to the inquiry number if applicable.
2.3 Deliveries by vehicles of the supplier or its contracted forwarders are accepted Monday to Friday from 8.00 a.m. to 12.00 noon, with urgent deliveries outside these hours only being accepted upon prior agreement.
2.4 Glyn will only accept ordered volumes and quantities. Higher or lower quantities are only acceptable upon prior agreement with Glyn.
2.5 Shipping will be at the suppliers risk. The risk of deterioration including accidental destruction shall thus remain with the supplier until the time of delivery to the shipping address or place of use requested by Glyn.
2.6 The supplier’s obligation to take back packing material is governed by the applicable legal provisions. The packaging of the goods shall be adequate to prevent damage in transit. Packing materials shall only be used to the necessary extent to meet this requirement. Only environmentally-friendly packing material shall be used. If, in exceptional cases, Glyn is billed for packing material, Glyn shall be entitled to return packing materials that are in good condition to the supplier free of shipping charges and against reimbursement of 2/3 of the value as specified in the invoice.
3. Billing and Payment
3.1 The supplier shall submit invoices separately and in the proper form upon delivery, including all associated documentation and data as required for proper processing. Glyn shall not be obliged to make any payment prior to the receipt of a proper invoice. Payment shall be made for actual quantities, weights or other units that constitute the delivery and based on the agreed prices.
3.2 Payments shall be made in the customary manner. Unless otherwise agreed in writing, Glyn will pay the purchase price within 10 days after receipt of the invoice less 2% discount or within 30 days after receipt of the invoice without deduction.
3.3 To the extent that material test certificates have been agreed, these shall form a material element of the delivery and shall be submitted to Glyn together with the delivery. In any case, however, they must be available to Glyn within 5 days upon receipt of the invoice. The payment term will only begin after the receipt of the agreed certificate.
3.4 Payment of an invoice shall not be considered a waiver of Glyn’s right to file complaints for the invoiced goods. In case of faulty delivery, Glyn shall be entitled to withhold payment in the respective value until proper performance.
3.5 In case of advance payments, the supplier shall provide an adequate guarantee in the form of a bank guarantee from a recognized major German bank.
3.6 If Glyn is in default with payment, the supplier can declare his withdrawal from the contract only after granting a grace period and announcing his intent of refusal.
4. Delivery Time, Delayed Delivery, Force Majeure
4.1 The agreed delivery times are binding; the supplier shall be deemed in default with a delivery without the requirement of giving further notice if he fails to meet a fixed delivery date. Relevant for compliance with a delivery date or delivery period for delivery obligations is the receipt of the goods at the place of receipt or place of use specified by Glyn. If an acceptance procedure is required, the supplier shall be in default without further notice if the delivery is not made on the agreed date or only made in a manner that entitles Glyn to refuse acceptance (§ 640 article 1 clause 2 BGB).
4.2 If a supplier recognizes that he, for any reason, cannot met an agreed deadline, he shall immediately notify Glyn of this fact in writing, stating the reasons for the delay and its expected duration.
4.3 If the supplier is in default due to non-compliance with a delivery date, Glyn shall be entitled to claim a penalty of 0.1% of the order value per workday, not exceeding 10% of the order value. The reservation of this penalty claim can be exercised until the payment of the invoice. The penalty shall be deducted from any damage claim based on the delayed delivery. The penalty shall only constitute a minimum damage claim.
4.4 The supplier shall only be entitled to plead the lack of necessary documentation to be provided by Glyn if he has requested the documentation in writing and has not received it within a reasonable period of time.
4.5 Force majeure shall exempt the contracting parties from their obligations to perform for the duration of the interference and to the extent of its impact. The contracting parties are obliged to make any reasonable effort to provide the required information and to duly adjust their obligations to the modified conditions. Glyn shall be fully or partially exempted from its obligation to accept the ordered delivery/service and shall therefore be entitled to withdraw from the contract if it is no longer able to make economical use the delivery/service due to the delay caused by Force Majeure.
4.6 If a delivery is made earlier than agreed, Glyn reserves the right to return the goods at the supplier’s expense. If, in case of early delivery, the goods are not returned, Glyn will store the goods at the supplier’s risk and costs until the agreed delivery date. In the case of early delivery, Glyn reserves the right to make the payment not earlier than on the agreed due date.
4.7 Glyn will accept partial deliveries only on the basis of an explicit agreement. The remaining quantity to be delivered shall be stated with any agreed partial deliveries.
The supplier shall be liable for any type of contract violation based on statutory provisions unless otherwise stated in these terms and conditions.
6. Warranty of Fitness
6.1 The agreed specification forms part of the order and can only be changed by mutual consent. The term specification also refers to any description of the scope of delivery or a drawing that can be considered binding.
6.2 The supplier is obliged to use environmentally-friendly products and processes in his deliveries/services and also in deliveries or contributing third-party services within the scope of his economic and technical capabilities. The supplier shall be responsible for the environmentally-friendly nature of the delivered products and packing materials as well as for any consequential damage that results from his failure to comply with statutory disposal provisions. The supplier shall issue a certificate of condition for the delivered goods if so requested by Glyn.
6.3 Glyn will immediately notify the supplier in writing of any obvious defects of the delivery/service as well as of transport damage, as soon as it has detected them according to proper business procedures, but within 10 workdays after receipt of the delivery at Glyn. In this respect, the supplier shall waive his right to object delayed complaints.
6.4 The agreed condition of an object or work also includes properties that Glyn may expect due to public statements of the seller, the contractor, the manufacturer (§ 4 articles 1 and 2 product liability law) or his agent, especially in advertising material or in the identification of specific properties, unless these are inconsistent with agreed properties. This does not apply if the contracting party did not know and did not need to know the statement or that it was adequately corrected at the time of conclusion of the contract or that it was not suitable to influence the purchasing decision.
6.5 Glyn shall always have the right to chose the nature of the subsequent performance also in work and services contracts, unless the contracting party is entitled to refuse the subsequent performance or Glyn chooses a form of subsequent performance that is unreasonable for the contractor.
6.6 Glyn shall be entitled to remedy any defects of the supplied product or the executed work and claim compensation of the resulting costs if such defects are not remedied within a reasonable grace period for subsequenct performance, unless the supplier has a legitimate right to refuse the subsequent performance. In this respect, the statutory provision of self-performance in work and service contracts (§ 637 BGB) shall also apply for the purchasing contract. Notwithstanding the statutory provisions, Glyn shall be entitled in urgent cases to remedy the defect itself at the supplier’s expense, especially to prevent an imminent risk of considerable damage even without fixing a grace period for subsequent performance.
6.7 The warranty period shall be 24 (in words: twenty-four) months, unless explicitly agreed otherwise. It begins with the hand-over of the subject matter of the contract to Glyn or a third party nominated by Glyn at the place of receipt or place of use prescribed by Glyn. As far as acceptance dates have been agreed, the guarantee and warranty period shall begin with the successful acceptance.
If the acceptance is delayed without the supplier’s fault, the warranty period shall begin not later than 12 (in words: twelve) months after the provision of the subject matter of the agreement for acceptance.
6.8 If a defect is detected during the first 12 months (guarantee period) of the warranty period, it is assumed that this defect already existed at the time of transfer of risk, unless such assumption is inconsistent with the nature of the goods or the defect.
6.9 For supplied parts that could not remain in operation during the investigation and/or elimination of the defect, the current guarantee or warranty period shall be extended by the time of interruption of operation.
6.10 For repaired or newly supplied parts, the guarantee or warranty period shall recommence at this time, exceeding the statutory interruption.
6.11 Claims that already exist at the beginning of the warranty period or arise during the warranty period shall become barred by the statute of limitations. The statutory period of limitation begins with the arisal of the claim.
6.12 In case of flaws in a title, the supplier shall hold Glyn harmless against any existing claims of third parties. The statutory period of limitation with respect to flaws in a title is three years. This statutory period of limitation begins with the end of the year in which the claim has arisen and Glyn acquired knowledge of the conditions that give rise to the claim and of the person of the liable party or should acquire knowledge thereof without gross negligence, regardless of the knowledge or lack of knowledge due to gross negligence within ten years from the time of their arisal.
6.13 In the case that Glyn is obliged, as a result of the defectiveness of the goods or work delivered by the contracting party, to take back the goods or work that was delivered by the contracting party, to accept a reduction of the purchase price or remuneration or pay damages or a compensation for costs to its customer, it shall not be necessary to fix the usual time limit for the rights described in § 437 BGB against the contracting party with respect to the defect notified by the customer of Glyn. In this case, the above guaranty period shall commence with the transfer of risk to the customer of Glyn. The statutory period of limitation for the above claims shall commence not earlier than two months after the date on which Glyn has complied with the claims of its customers. This interruption of the statutory period of limitation shall end not later than five years after the date on which the contracting party has delivered the goods or work to Glyn.
6.14 If claims are raised against Glyn due to a violation of statutory safety provisions or due to a defect in the product that can be attributed to goods delivered by the supplier on the basis of product liability regulations or laws in Germany or other countries, Glyn shall be entitled to claim compensation for this damage from the supplier to the extent as this damage was caused by products from this supplier. This damage also includes the cost of any necessary recall. If a defect occurs in a part from the supplier, it is suspected that the defect has exclusively occurred within the area of responsibility of the supplier.
6.15 The supplier shall implement a quality assurance system of an adequate type and scope that complies with the state of the art and shall supply appropriate evidence to Glyn upon request. As far as Glyn considers this necessary, the supplier will conclude a corresponding quality assurance agreement with Glyn.
6.16 The supplier shall obtain insurance with an adequate coverage against all risks from product liability including the risk of recall and shall make the policy of insurance available to Glyn for review upon request.
7.1 The supplier shall guarantee and warrant that all deliveries/services comply with the state of the art, the relevant statutory provisions and the regulations and guidelines set forth by authorities, professional associations, and trade associations. If exceptions from these regulations become necessary in individual cases, the supplier shall obtain the appropriate consent in writing. This consent shall not limit the warranty obligation of the supplier. If the supplier has reservations against the kind of execution that is desired by Glyn, the supplier shall immediately notify Glyn of this fact.
7.2 The supplier shall guarantee and warrant that all deliveries are free from protective rights of third parties and especially that the delivery and use of the goods and services do not violate any patents, licenses or other protective rights of third parties in Germany. If the supplier has knowledge of the fact that his products are also distributed by Glyn in specific countries, the above provision shall also apply to these countries.
8. Provision of Spare Parts
8.1 The supplier shall be obliged to supply Glyn with all spare parts for the duration of the average life cycle of the delivered products.
8.2 The price of a spare part must not exceed the price for an adequate part that is commercially available.
8.3 If the production of spare parts is discontinued after the period stated in paragraph 8.1, the supplier shall be obliged to provide Glyn upon request with the construction documents/drawings against appropriate compensation and to use these documents for the production of spare parts exclusively for its own use. Glyn is obliged not to make these documents available to third parties.
9. Heavy Metal Clause
If the supplier know or should have known that the parts will be used in the automotive industry, the following shall apply:
9.1 The supplier shall be obliged to supply only such products to Glyn that meet EC guideline 2000/53/EG of September 18, 2000 with consideration of the decree of the European Commission of June 27, 2002 (2002/525/EG).
9.2 If the supplier delivers products that contain substances that are covered by the above EC guideline, the supplier is obliged to notify Glyn explicitly of such substances.
10. Protective Rights
10.1 The supplier shall hold Glyn and the customers of Glyn harmless against any claims of third parties that may arise of alleged violations of protective rights and shall assume all costs that are incurred to Glyn in this context.
10.2 Glyn shall be entitled, with all diligence, to obtain the approval to use the respective delivered goods and services from the owner of the title at the expense of the supplier.
11. International Contracting Parties
If the supplier is resident in a country other than Germany, the following additions shall also apply:
11.1 The relationship between the supplier and Glyn shall exclusively be governed by German law.
11.2 The language of the contract is German. If the contracting parties make use of an additional language, the German text shall take precedence.
11.3 In particular, it shall be deemed a material breach of contract if the goods are not delivered according to specifications or if the goods are not fit for the intended contractual purpose.
11.4 After notifying the supplier of a defect within the proper time limit, Glyn shall be entitled to seek legal remedy until the end of the warranty period on the grounds of deficient delivery.
12. Concluding Provisions
12.1. Should individual provisions of these General Terms and Conditions of Purchase be invalid, this shall not affect the validity of the remaining provisions.
12.2 The supplier shall not be entitled to subcontract the purchase order in its entirety or in part to third parties without obtaining the prior written approval of Glyn.
12.3. The supplier shall not be entitled to assign its claim against Glyn without obtaining the prior written approval of Glyn, which must not be unreasonably withheld.
12.4. If bankruptcy proceedings are brought against the supplier, Glyn shall be entitled to withdraw from the contract for the part that has not yet been executed. This shall not affect any other claims.
12.5. Glyn will treat personal data of the supplier in compliance with the German data protection act (BDSG).
12.6 Unless explicitly agreed otherwise, the place of performance for the delivery obligation shall the shipping address or place of use requested by Glyn; the place of performance for all other obligations of both parties shall be Idstein.
12.7 If the supplier is a professional merchant, a public corporation or a public fund, the venue for any litigation that may arise from the contractual relationship shall be the competent court for the place of business of Glyn. However, Glyn may also choose to initiate legal action against the supplier at any other valid venue.
Notice in compliance with § 26 BDSG:
We store personal data of our custom