General Terms and Conditions of Purchase for Companies in the TORWEGGE Group

English Version (PDF)

German Version (PDF)

 

1. Conclusion of Contract

1.1 We place orders exclusively based on these General Terms and Conditions of Purchase and the TORWEGGE Delivery and Packaging Guidelines, both available at www.torwegge.de. In case of contradictions between the provisions, the above-mentioned order of precedence applies. Other terms and conditions will not become part of the contract, even if we do not explicitly object to them. If we accept the delivery/performance without explicitly objecting, this cannot be construed as acceptance of your terms of delivery.

1.2 If you do not accept our order in writing within 5 business days of receipt, we are entitled to withdraw the order.

If you accept our order with deviations, you must clearly indicate these deviations to us. A contract is only formed if we agree to these deviations in writing. Delivery call-offs become binding at the latest if you do not object in writing within 3 business days of receipt.

1.3 Only written orders are legally binding. Oral or telephone orders require subsequent written confirmation from us to be valid. The same applies to oral collateral agreements and subsequent amendments to the contract. Emails encrypted according to the Digital Signature Act are equivalent to written form.

1.4 Compensation for visits, the preparation of offers, projects, samples, etc., will not be granted.

1.5 You must treat the conclusion of the contract confidentially and may only reference business relationships with us in publications, such as advertising materials and reference lists, after receiving our prior written consent.

1.6 The contractual parties undertake to treat all non-public commercial or technical details that become known to them through the business relationship as trade secrets. Sub-suppliers must be similarly obligated. If one of the contractual parties becomes aware that confidential information has been obtained by an unauthorized third party or that confidential documents have been lost, they must immediately inform the other party. The obligation of confidentiality expires only when and to the extent that the relevant information becomes publicly known.

1.7 We may request changes to the delivery item even after the contract has been concluded, provided this is reasonable for you. In such cases, the effects of the contractual amendment, particularly concerning additional or reduced costs and delivery dates, must be appropriately considered by both parties.

1.8 For the interpretation of trade terms, the Incoterms in their version valid at the time of the contract's conclusion shall apply.

 

2. Prices, Price Verification, Shipping, Packaging

2.1 The agreed prices are fixed prices and exclude any additional claims of any kind.

2.2 If the orders relate to deliveries to public authorities subject to official price verification, you are obligated to provide unrestricted information about your pricing to the authorized auditing authorities and accept the permissible prices as binding.

2.3 In order confirmations, delivery notes, shipping documents, invoices, and all correspondence with us, you must include our order and article numbers. You are responsible for all consequences resulting from the negligent failure to comply with this obligation.

2.4 We only accept the quantities or numbers of items ordered by us. Over- or under-deliveries are only permissible if previously agreed upon with us.

2.5 If shipping is your responsibility, it is carried out at your risk. The risk of any deterioration, including accidental loss, remains with you until delivery to the agreed shipping address or point of use. You must insure the delivery against loss, breakage, transport damage, and fire damage.

 

3. Invoicing, Payment, Certificates, Early Delivery, Partial Deliveries

3.1 Invoices must be submitted to us digitally in PDF format at kredinvoice(at)torwegge.de or as a single hard copy, along with all related documents and data, after delivery, in proper form and in compliance with the requirements of the VAT Act. Invoices must be issued for each individual order. Consolidated invoices are not permitted. Improperly submitted invoices are considered received only from the time they are corrected.

3.2 Payments are made through standard commercial methods, either within 14 calendar days with a 3% discount or within 30 calendar days net, calculated from delivery/performance and receipt of the invoice. Our payments do not imply recognition of the invoice.

3.3 If material inspection certificates are agreed upon, they form an essential part of the delivery and must be sent to us with the delivery. At the latest, they must be received by us within 10 calendar days of invoice receipt. The payment term for the invoice begins upon receipt of the agreed certificate.

3.4 In the case of incorrect or incomplete delivery, we are entitled to withhold payment proportionally until proper fulfillment, without losing discounts, early payment discounts, or similar payment benefits. If payments have already been made for defective deliveries, we are entitled to withhold other due payments up to the amount of the payments made.

3.5 In the event of delivery earlier than agreed, we reserve the right to return the goods at your expense. If the goods are not returned in the case of early delivery, they will be stored with us at your cost and risk until the delivery date. We reserve the right to make payment only on the agreed due date in the case of early delivery.

3.6 Partial deliveries are accepted only with explicit agreement. They must be marked as such in the shipping documents, which must also include the remaining quantity to be delivered.

 

4. Delivery Deadlines, Delays, Force Majeure, Release of Documentation, Production Discontinuation

4.1 The agreed delivery deadlines are binding. Compliance with the delivery deadline or delivery period is determined by the receipt of the goods at the receiving or usage location specified by us or the timely and successful acceptance of the goods. The unconditional acceptance of a late delivery does not imply a waiver of claims for damages.

4.2 If you become aware that an agreed deadline cannot be met for any reason, you must inform us immediately in writing, stating the reasons and the expected duration of the delay. In such cases, you are still required to take all necessary measures to meet the agreed delivery deadline or minimize the delay and provide us with written updates on what steps you have taken and will take. Notifying us of a potential delay does not change the agreed delivery deadline under any circumstances. You grant us the right to intervene with your suppliers if necessary. Any costs incurred by us due to your failure or delay in providing timely notification will be borne by you.

4.3 If you are in default of delivery, we are entitled to all statutory claims. After an appropriate deadline set by us has expired without success, we may, at our discretion, continue to demand delivery/performance, rescind the contract with or without claiming damages, or procure replacements from third parties and/or claim damages instead of performance. Our entitlement to delivery/performance only ceases if we explicitly declare our withdrawal in writing or demand damages instead of performance. Additional costs, particularly in the event of necessary substitute purchases, will be borne by you.

4.4 In the event of delays, we are entitled to claim a contractual penalty from the supplier. This penalty amounts to 1% of the total order value for each commenced week of delay, up to a maximum of 10% of the total order value. The agreement or enforcement of the penalty does not affect our statutory claims for delays. Any penalties paid will be credited against claims for damages. The penalty may be asserted up to the end of the month following the delivery.

4.5 You may only cite the absence of necessary documentation from us if you have requested these documents in writing and have not received them within a reasonable period.

4.6 Force majeure releases the contractual parties from their obligations for the duration of the disruption and its effects. The parties are obliged to provide the necessary information promptly and adjust their obligations to the changed circumstances in good faith. We are released from the obligation to accept the ordered delivery/performance in whole or in part and may withdraw from the contract if the delivery/performance is no longer usable due to the delay caused by force majeure, considering economic aspects. If such disruptions last more than three months, either party is entitled to withdraw from the contract.

4.7 If you are more than 30 calendar days in default with the delivery of items for which replacement procurement—regardless of the legal grounds—is not possible, you must, upon first written request, provide all technical documentation necessary for us or third parties appointed by us to reproduce the parts. If industrial property rights exist for these parts, you agree to conclude a license agreement with us immediately on market-standard terms for this purpose.

4.8 In the event of changes to manufacturing or testing processes, company structure or affiliation, or the relocation of production that impacts the product or delivery process, you are obligated to inform TORWEGGE in writing. Deliveries may only be made once TORWEGGE has been informed and compliance with specifications has been verified. In the event of production discontinuation, you must ensure that the required raw materials, auxiliary materials, and operating supplies for our regularly supplied items remain available for at least one year after production ends.

 

5. Quality Assurance, Incoming Goods Inspection, Occupational Safety, and Environmental Protection

5.1 All deliveries/services must be provided to us free from material and legal defects. They must conform to the agreed specifications, represent the latest state of the art, and comply with applicable legal regulations, as well as the requirements and guidelines of authorities, professional associations, and trade organizations. All goods must meet the latest safety standards, particularly regarding technical safety, occupational health and safety, environmental protection, and fire protection. They must also be approved by the relevant authorities for their intended use upon delivery. You are obligated to provide the applicable safety data sheets for your delivery along with the goods. You indemnify us against all third-party claims for recourse in the event that you fail to deliver, deliver late, or deliver incorrect safety data sheets. This also applies to any subsequent changes. If deviations from these regulations are necessary in individual cases, you must obtain our prior written consent. Your liability for defects is not limited by this consent. If you have concerns about the way we request the execution of the delivery, you must inform us in writing without delay.

5.2 You are required to comply with material bans and restrictions in accordance with applicable legal provisions, particularly those under EC Directive 76/769/EEC, § 17 ChemG, the ChemVerbV, and Appendix IV of the GefStoffV.

5.3 You commit to using environmentally friendly products and processes for your deliveries/services, as well as for supplies or ancillary services from third parties, within the framework of economic and technical feasibility. You are liable for the environmental compatibility of the delivered products and for all consequential damages arising from the violation of your statutory disposal obligations.

5.4 You must continuously align the quality of the products to be delivered to us with the latest state of the art. You will notify us of any potential improvements or technical changes in a timely manner before delivery.

5.5 Our incoming goods inspection is limited to externally visible transport damage or defects, as well as the ordered identity and quantity. If we identify damage or defects during the aforementioned inspections, we will promptly notify you. Furthermore, we will report defects as soon as they are identified in the course of proper business operations. If the delivery is made directly from you to our customers, the complaint period begins upon receipt of the customer’s complaint by us. We are not obligated to conduct any inspections or notifications beyond those specified above. You waive the right to object to delayed defect notifications.

5.6 You must implement quality assurance measures that are appropriate in type and scope and comply with the latest state of the art. Upon request, you must provide evidence of these measures to us. If deemed necessary by us, you will enter into a corresponding quality assurance agreement with us.

 

6. Warranty, Warranty Period, Suspension, Restart, Recourse

6.1 Defects in the delivery/service identified during the warranty period, including failure to meet guaranteed specifications or the absence of assured characteristics, must be remedied by you promptly and free of charge, upon request, including all ancillary costs, at our discretion either through repair, replacement of defective parts, or redelivery.

You are responsible for all expenses incurred in identifying and remedying defects, including costs incurred by us, such as inspection costs, removal and installation costs, labor and material costs, as well as transportation and other costs for sending defective parts and returning defect-free parts. This also applies if these costs increase because the delivered item has been transported to a location other than the place of performance. Repairs are considered failed after two unsuccessful attempts. Repairs or replacements must be carried out in multi-shift operations or with overtime or holiday work, if necessary, due to urgent operational reasons on our end and if reasonable for you. If a reasonable deadline set by us for repair or redelivery expires without success, we are entitled to statutory rights to withdraw or reduce payment. We reserve the right to claim damages in all cases. If similar defects occur in more than 5% of the delivered items (series defect), we are entitled to reject the entire delivery batch as defective and assert statutory defect claims for it.

6.2 If you fail to meet your warranty obligations within a reasonable deadline set by us, we may take the necessary measures ourselves or have them carried out by third parties at your expense and risk. In urgent cases, we may carry out the repair ourselves or have it performed by a third party after consulting with you. Minor defects may be rectified by us without prior consultation in fulfillment of our duty to mitigate damages, without affecting your warranty obligations. We may charge you for the necessary expenses. The same applies if unusually high damages are imminent.

6.3 The warranty period is 36 months unless otherwise expressly agreed. It begins upon the handover of the delivery item to us or a third party designated by us at the specified receiving or usage location. For equipment, machinery, and systems, the warranty period begins on the acceptance date stated in our written acceptance declaration. The warranty period for buildings and building materials is governed by statutory provisions.

6.4 While negotiations regarding the validity of our complaint are ongoing, the warranty period for the affected claims is suspended from the notification of the defect until the conclusion of the negotiations. For repaired or replaced parts or services, the warranty period restarts at the end of the negotiations or, if acceptance is agreed, upon acceptance. Acceptance must be requested in writing, if applicable. However, the period will not end before the expiration of the original warranty period agreed for the initial delivery or service.

6.5 If claims are made against us due to a defect in our product caused by your goods, our recourse claims against you will be governed by §§ 478, 479 BGB.

6.6 In the event of a culpable breach of duty beyond the delivery of defective goods, such as breaches of disclosure, consultation, inspection, or other protective obligations, we may also claim compensation for consequential damages resulting from defects. Consequential damages are those suffered by us or third parties due to the delivery of defective goods or other breaches of duty that affect legal interests other than the goods themselves.

6.7 Warranty claims do not arise if the defect is attributable to grossly negligent violations of operating, maintenance, and installation instructions, unsuitable or improper use, incorrect or grossly negligent handling, natural wear and tear, or unauthorized interference with the delivery item by us or third parties.

 

7. Product Liability

7.1 If we are held liable due to a violation of official safety regulations or based on domestic or foreign product liability laws or regulations due to a defect in our product that is attributable to your goods, we are entitled to claim compensation from you for the damage caused by the products you supplied. This damage also includes the costs of a precautionary recall campaign. We will inform you about the content and scope of the recall measures to be carried out, as far as possible and reasonable, and give you the opportunity to provide input.

7.2 The contractual partners will promptly inform each other in the event of a related damage incident or if such an incident is imminent.

7.3 Furthermore, you are obligated to insure yourself adequately against all risks arising from product liability, including recall risks, and to present the insurance policy for inspection upon request.

 

8. Intellectual Property Rights, Usage Rights

8.1 You guarantee that all deliveries are free from third-party intellectual property rights and that, in particular, the delivery and use of the delivered items do not infringe upon patents, licenses, or other intellectual property rights of third parties.

8.2 Upon our first written request, you will indemnify us and our customers against legitimate third-party claims arising from potential infringements of intellectual property rights and bear all associated costs incurred by us. Claims are considered legitimate if they are acknowledged by you or have been legally awarded in a final and binding judgment. Your indemnification obligation includes all expenses necessarily incurred by us in connection with claims made by third parties.

8.3 We reserve the right to obtain authorization to use the relevant delivered items and services from the rightful owner at your expense.

8.4 Upon delivery of a copyrighted work, we acquire a simple, unrestricted right of use in all forms of exploitation.

8.5 The limitation period is 10 years from the conclusion of the contract.

 

9. Supplies, Processing, Mixing, Tools, Drawings

9.1 All materials and other supplies provided to you by us or by third parties on our behalf remain our property. They may only be used for contractual purposes. These supplies must be identified as our property for the entire duration of their use, stored separately, kept in good condition, and insured.

9.2 You are obligated to inform us immediately if third parties seize or threaten to seize these supplied items.

9.3 All supplied materials must be returned to us upon our first request.

9.4 Modifications to the supplied materials are only permissible with our prior written consent and only to the extent allowed.

9.5 If our reserved goods are processed with other items not belonging to us, we acquire co-ownership of the new product in proportion to the value of our goods relative to the other processed items at the time of processing.

9.6 If the item we supplied is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the reserved goods to the other mixed items at the time of mixing. If the mixing occurs in such a way that your item is considered the main item, it is agreed that you will transfer proportional co-ownership to us. You will hold sole ownership or co-ownership on our behalf.

9.7 Tools, devices, or other production equipment provided to you by us remain our property. If tools, devices, etc., are manufactured by you or on your behalf, we agree that you will transfer ownership to us immediately if we have fully paid for these tools, devices, etc., or if they have been fully amortized by us. You will hold sole ownership or co-ownership on our behalf.

9.8 Without our prior consent, you may not scrap or make the aforementioned items accessible to third parties. You are responsible for storing them carefully on our behalf and at your expense. The maintenance, repair, and partial renewal of the aforementioned items are governed by the agreements made between you and us.

9.9 We reserve all rights to drawings or products made according to our specifications, as well as to processes developed by us. Drawings and other documents provided to you remain our property.

 

10. Documentation

10.1 For deliveries from preferential countries, the supplier must include the proof of preference with each delivery. The long-term supplier declaration in accordance with the Implementing Regulation (EU) in its version valid at the time of delivery under the Union Customs Code must be submitted to us once a year. For deliveries from non-preferential countries, the supplier must include a supplier declaration without preferential origin, certified by their competent Chamber of Industry and Commerce, with each delivery. The supplier is obligated to comply with the relevant export control regulations and to provide us with the export control classifications of the contractual products, particularly in accordance with EU and US law, in written form no later than at the time of delivery.

10.2 You must inform us at the time of order confirmation if a delivery is wholly or partially subject to export restrictions under German or other applicable laws.

 

11. Liability

Your claims for damages against us, regardless of the legal basis, are excluded in cases of slight negligence. This exclusion of liability does not apply to claims for damages resulting from a breach of essential contractual obligations by us. It also does not apply in cases of injury to life, body, or health. In cases of slightly negligent breaches of essential contractual obligations and gross negligence by ordinary vicarious agents, damages are limited to compensation for the foreseeable, typical damages at the time the contract was concluded.

To the extent our liability is excluded or limited, this also applies to the personal liability of our employees, representatives, and vicarious agents.

 

12. Assignment of Orders Only with Consent

You are not entitled to transfer your obligations under the order or substantial parts of the order to third parties without our prior written consent.

 

13. Prohibition of Assignment

You are not entitled to assign your claims against us or have them collected by a third party without our prior written consent. If an extended retention of title exists, consent is deemed granted. If you assign a claim against us to a third party without our consent, the assignment is nonetheless valid. In such cases, we may choose to discharge the obligation by paying either you or the third party.

 

14. Partial Invalidity

If individual provisions of these General Terms and Conditions of Purchase are found to be legally invalid, the validity of the remaining provisions shall not be affected.

 

15. Reservation

The conclusion of individual contracts and the fulfillment of the respective contract by the parties is subject to the condition that no obstacles arise due to national or international legal provisions, particularly export control regulations.

 

16. Suspension of Payments, Insolvency

16.1 If you suspend payments, a preliminary insolvency administrator is appointed, insolvency proceedings are opened over your assets, or there are protests against bills of exchange or checks issued by you, we are entitled to terminate the contract in whole or in part without notice. No claims against us may be derived from such termination.

16.2 If the contract is terminated by us, the services performed up to that point will only be invoiced at contract prices if they can be used by us as intended. Any damages incurred by us will be taken into account in the settlement.

 

17. Data Protection

We will handle your personal data in accordance with the German Federal Data Protection Act (Bundesdatenschutzgesetz) and the General Data Protection Regulation (GDPR).

 

18. Contract Language, Correspondence

The contract language is German. All correspondence and other documents must be written in German. This also applies to all other documentation, such as advance payment and warranty guarantees. If the contractual parties use another language in addition to German, the German text shall take precedence.

 

19. Place of Performance

Unless explicitly agreed otherwise, the place of performance for delivery obligations is the shipping address or place of use specified by us. For all other obligations of both parties, the place of performance is Bielefeld.

 

20. Arbitration, Jurisdiction

20.1 If the contractual parties agree to arbitration for disputes, these disputes arising in connection with the contract or regarding its validity shall be finally resolved under the arbitration rules of the German Institution of Arbitration (DIS) as of January 1, 1992, excluding the ordinary course of law. The arbitration tribunal shall also have binding authority to decide on the validity of this arbitration agreement.

20.2 The place of jurisdiction is Bielefeld.

 

21. Supplementary Law

The law of the Federal Republic of Germany applies as a supplement, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980.

Version: 03_2019

 

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