General Terms and Conditions of Purchase

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General Terms and Conditions of Purchase of Glyn GmbH & Co. KG

1. Placement of Order

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.
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.
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.
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.
No compensation shall be paid for visits or the preparation of quotations, projects etc. unless such compensation is explictly agreed or statutory.
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.
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.
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

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.
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.
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.
Glyn will only accept ordered volumes and quantities. Higher or lower quantities are only acceptable upon prior agreement with Glyn.
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.
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

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.
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.
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.
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.
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.
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

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).
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.
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 5% 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.
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.
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.
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.
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.

5. Liability

The Supplier shall be liable for any form of breach of contract as well as for any form of statutory claims for damages under the statutory provisions, unless otherwise provided in these Terms and Conditions.
If claims are asserted against Glyn due to a breach of official safety regulations or due to domestic or foreign product liability regulations or laws due to a defect in the product which is attributable to the supplier's goods, Glyn shall be entitled to claim compensation from the Supplier for this damage, insofar as it is caused by the products supplied by them. This damage also includes the costs of a necessary recall action. If a defect occurs in a part supplied by the Supplier, it shall be assumed that the defect occurred exclusively within the Supplier's area of responsibility.
The Supplier shall insure themselves against all risks arising from product liability, including the recall risk, to an appropriate extent and shall present the insurance policy to Glyn for inspection upon request.

6. Material Defect Liability

The agreed specification is part of the order and can only be changed with the mutual consent of both parties. Any binding description of the scope of delivery or a drawing shall also be deemed to be a specification. The Supplier shall deliver goods which meet the requirements of the contract in terms of quality and type as well as packaging or container. In particular, the good must be suitable for the purpose which was brought to the Supplier's attention when the contract was concluded.
If the Supplier has created an initial sample, the goods must have all the properties of the initial sample. If the properties of the initial sample do not enable the purpose known to the Supplier to be achieved, then the good shall not comply with the contract. This shall also apply if the initial sample has been released by Glyn. If the parties have not agreed otherwise, the good shall correspond to the contract if the good complies with the provisions of the recipient country. If the Supplier is aware that the good is being used in several countries or if the Supplier had to be aware of this, the good shall only be deemed to be in conformity with the contract if it complies with the provisions of all countries known to the Supplier as destination countries.
The Supplier undertakes – as far as is economically and technically possible – to use environmentally friendly products and processes for their deliveries / services. This includes deliveries being made or ancillary services being provided by third parties. The Supplier shall be liable for the environmental compatibility of the delivered products and packaging materials, as well as for all consequential damages resulting from violation of their statutory disposal obligations. At Glyn’s request, the Supplier shall issue a certificate of inspection for the delivered goods.
Glyn shall immediately notify the Supplier in writing of any obvious defects in the delivery / service as well as of transport damage as soon as the same is discovered in the proper course of business, at the latest however within 10 working days of Glyn receiving the delivery. In this respect, the Supplier shall waive their right to claim a delay in receiving the notice of defects.
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 (Section 4 Paras. 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.
In principle, Glyn shall also have the right to select the manner of subsequent performance, even in the case of a contract for work and services, unless the Contracting Party has a right to refuse subsequent performance or Glyn chooses a method of subsequent performance that is unreasonable for the contractor.
The Supplier shall reimburse installation and dismantling costs in accordance with the statutory provisions.
If there is a defect in the delivered product or the service provided, once a period deemed appropriate for subsequent performance has elapsed without result, Glyn may remedy the defect itself and demand reimbursement of the necessary expenses unless the Supplier justifiably refuses subsequent performance. In this regard, the statutory provision for carrying out such work oneself when a contract for work and services has been concluded (Section 637 of the German Civil Code) shall apply accordingly to the purchase contract.
Unless expressly agreed otherwise, the warranty period shall be 36 (in words: thirty-six) months. It shall commence when the delivery item is transferred to Glyn or the third party appointed by Glyn at the place of receipt or use stipulated by Glyn. If acceptance dates have been agreed, the guarantee and warranty period shall commence upon successful acceptance. If acceptance is delayed through no fault of the Supplier, the warranty period shall commence 12 (in words: twelve) months after the delivery item was made available for acceptance at the latest.
If a defect occurs in the first 3 months (guarantee period) of the warranty period, it is assumed that this defect already existed at the time of transfer of risk, unless this assumption is incompatible with the nature of the item or defect.
The ongoing guarantee and warranty period shall be extended by the duration of interruption of operation for delivery parts that could not remain operational while the defect was being examined and/or rectified.
For repaired or newly delivered parts, the guarantee and warranty period shall recommence at this point in time beyond the legal suspension of the running of time.
Claims that already exist when the warranty period commences or that arise during the warranty period shall become time-barred according to the statutory limitation periods. The limitation period shall commence when the claim arises.
In the event of defects of title, the Supplier shall indemnify Glyn against any claims asserted by third parties.
If Glyn had to take back the item delivered by the Contracting Party or the service provided, or had to accept a reduction in the purchase price or remuneration, or had to pay their client compensation or reimbursement of expenses as a result of the item delivered by the Contracting Party or the service provided being defective, there is no need to set a deadline which would otherwise be necessary for the rights against the Contracting Party set down in Section 437 BGB due to the defect asserted by Glyn’s client. In such cases, the aforementioned guarantee period shall commence when the risk is transferred to Glyn’s client. The aforementioned claims shall become time-barred two months after the date on which Glyn met its client’s claims at the earliest. This suspension of the limitation period shall end five years after the date on which the Contracting Party delivered the item or provided the service to Glyn at the latest.

7. Warranty

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.
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. Quality Management

The Supplier shall maintain, implement and further develop a quality management system of the type and scope that is suitable and state-of-the-art. The Supplier can provide proof of this by submitting a corresponding certificate.
Irrespective of whether the Supplier is certified according to a quality management system standard, ISO 9001:2015 shall be an integral part of these General Terms and Conditions.

9. Provision of Spare Parts

The supplier shall be obliged to supply Glyn with all spare parts for the duration of the average life cycle of the delivered products.
The price of a spare part must not exceed the price for an adequate part that is commercially available.
If the production of spare parts is discontinued after the period stated in paragraph 9.1, 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.

10. Lifetime contracts, Discontinuation of Products

If the Supplier is aware at the time the contract is concluded, or if the Supplier must at least be aware that Glyn needs the product to be supplied by the Supplier for the manufacture of parts which Glyn has to supply to its own customers under a lifetime contract, then the Supplier shall undertake, vis-à-vis Glyn, to supply the product via Lifetime on the agreed terms.
If the Supplier intends to modify or discontinue production of a product which Glyn has already purchased from the Supplier once in the last three years or in respect of which the Supplier has undertaken to supply Glyn on a permanent basis, they shall immediately notify Glyn thereof in writing. Unless otherwise agreed, the intended change or discontinuation of production shall be permissible at the earliest after expiry of a period of 24 months from receipt of the notice of change / discontinuation. In such a case, the Supplier shall give Glyn the opportunity to place a final order after expiry of the 24 months.
Clause 10.2 shall only apply to Glyn, i.e. the Supplier is not generally prevented by this provision from changing or discontinuing a product.

11. 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:

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).
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.

12. Industrial property rights

The Supplier shall indemnify Glyn and Glyn’s clients against any claims asserted by third parties as a result of any industrial property right violations and shall bear all the costs that Glyn incurs in this regard.
Subject to the duty to exercise the due diligence expected of a prudent businessman, Glyn is entitled to obtain, at the Supplier’s expense, permission to use the relevant delivery items and services from the authorised party.
Foreign business transactions
If the Supplier has its subsidiary abroad, the following shall also apply:
German law shall apply exclusively to the relationship between the Supplier and Glyn.
The contractual language is German. Insofar as the Contracting Parties also use another language, the German wording shall take precedence.
A fundamental breach of the contract shall particularly be assumed if the goods are not delivered according to the specifications or if the contractually stipulated purpose of use cannot be achieved with the goods.
Following timely notification of the defects, Glyn is entitled to initiate legal proceedings due to defective delivery up until the end of the warranty period.

13. Data Protection

The Supplier shall undertake to obtain legally effective declarations from all persons who communicate with Glyn on its behalf or on their behalf, on the basis of which these persons declare their consent that Glyn may collect, store, process and use the personal data of these persons for the purposes of processing and handling already concluded business transactions and current business, for initiating new contracts or for similar business contacts. In this context, personal data shall include, in particular, contact data such as: Name, address, position in company, telephone number, e-mail address etc. as well as data on specific knowledge, location and time of meetings and similar data.
The Supplier shall undertake to obtain legally effective declarations from all persons who communicate with Glyn in its name or on their behalf, on the basis of which these persons expressly agree that Glyn may transfer the personal data of these persons to third parties for the purposes of processing and handling already concluded business transactions and current business, for initiating new contracts or for similar business contacts.
The Supplier shall undertake to obtain legally effective declarations from all persons who communicate with Glyn in its name or on its behalf, on the basis of which these persons expressly declare their consent to Glyn only having to delete the personal data of these persons at the express request of the person concerned.
Legally effective in the sense of the above provisions means that the Supplier must automatically determine the prerequisites for an effective declaration that are necessary in accordance with data protection law and the general law of obligations.
If the Supplier is not in possession of the aforementioned declarations, they shall be obliged to notify Glyn expressly thereof in writing.
If the Supplier breaches the aforementioned obligation to notify or if it subsequently turns out that the declarations obtained from the Supplier are invalid in whole or in part, the Supplier shall indemnify Glyn against claims asserted against Glyn by third parties in connection with these breaches of contract. The statutory claims for damages to which Glyn is entitled in this connection shall remain unaffected.
Glyn shall also treat the Supplier's personal data in accordance with the Federal Data Protection Act.

14. Final Provisions

Should individual parts of these General Terms and Conditions of Purchase be legally invalid, this shall not affect the validity of the remaining provisions.
The Supplier shall not be entitled to pass on the order or essential parts of the order to third parties without the prior written consent of Glyn.
The Supplier shall not be entitled to assign its claims against Glyn without the prior written consent of Glyn, which may not be unreasonably withheld.
If insolvency proceedings are instituted against the Supplier's assets, Glyn shall be entitled to withdraw from the contract in respect of the part not fulfilled. Further claims shall be unaffected by this.
Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be the shipping address or place of use requested by Glyn; for all other obligations of both parties, Idstein shall be the place of performance.
For all disputes arising from the contractual relationship, if the Supplier is a registered trader, a legal entity under public law or a special fund under public law, legal action shall be brought before the court having jurisdiction for the registered office of Glyn. Glyn shall also be entitled to sue the Supplier at any other admissible place.

Note:
We store personal data of our suppliers and adhere to the legal regulations. The storage takes place for purposes of the processing and completion of already completed business procedures and the current business, for the initiation of new contracts and/or for similar business contacts.

Within the framework of the statutory provisions, the Supplier may request information regarding the personal data stored about them by Glyn.
Should the Supplier find that Glyn's conduct violates applicable law, they should contact Glyn directly. In the event of a justified complaint, Glyn shall immediately cease the infringement. A warning or judicial assertion shall not be required in such cases. Should the Supplier assert the infringement of applicable law by way of a warning or by legal action, we point out that they must bear the costs incurred due to the lack of risk of repetition themselves.