Purchasing Terms

General Purchasing Terms of VIGOR GmbH, Status 6/2024

I. General Provisions

1.  Our purchasing terms, which are also available in their current valid version at www.vigor-equipment.com, apply exclusively; we do not acknowledge contradictory terms or terms deviating from our purchasing terms of the supplier, unless we have expressly agreed in writing to their validity.
2. Our purchasing terms also apply when we accept the supplier's delivery without reservation with knowledge of contradictory terms or terms deviating from our purchasing terms. By executing the order, the supplier acknowledges our purchasing terms. Any change to our terms contained in an order confirmation will be regarded by us as a rejection of our order. If delivery/performance is nevertheless made, this shall be deemed acceptance of our purchasing terms according to the foregoing.
3. No oral side agreements have been made. The amendment or supplementation of contracts concluded between us and the supplier requires written form. The written form provided for in these purchasing terms is also maintained by text form.
4. Our purchasing terms apply exclusively in business transactions with entrepreneurs within the meaning of § 14 German Civil Code (BGB), legal entities under public law or a special fund under public law.

 
II. Offer – Offer Documents

 
No remuneration is granted for the preparation of a supplier's offer. Deviations from our inquiries must be expressly indicated in the offer.
 

III. Order

1.  Orders, delivery contracts and delivery call-offs as well as their amendments require written form for their validity. An order by means of electronic data interchange (EDI) is permissible.
2. If the written or EDI order acceptance has not been received by us within 8 days, we reserve the right to withdraw the order free of charge.
3. As long as the supplier has not yet fully fulfilled his obligations, we may, within the scope of reasonableness, demand order changes regarding construction, execution or delivery time. The effects (e.g. additional or reduced costs, delivery dates) are to be regulated reasonably by mutual agreement.
4. The supplier must generally perform himself and may only place subcontracts after written consent by us.
5. If we require first/trial samples, the supplier may only begin manufacturing the delivery item after receiving appropriate written approval from us. The presentation of first/trial samples including initial sample inspection report is free of charge, unless a deviating agreement is made.
6. If the supplier suspends his payments, check returns occur or insolvency proceedings are applied for regarding his assets, we may, without prejudice to other rights, withdraw from the contract for the unfulfilled portion.
    

IV. Delivery and Service Scope

1.  If the order includes research, constructions, developments, designs or similar services, the supplier is obligated to transfer all results, in particular construction and manufacturing drawings as well as documentation, user manuals, etc., to us and to grant us free of charge all unrestricted usage rights to these results of his work. In the development of software, the scope of services includes in particular the delivery of software in source and object program form and documentation of program development and application; this also applies to later updates within the framework of a maintenance contract.
2. Only cardboard packaging with the recycling system "RESY" can be accepted by us. Cardboard packaging without the required imprint will be returned at the supplier's cost and risk.
3. When using reusable packaging, the supplier must provide the packaging on loan, whereby we are only liable for intent and gross negligence in case of damage during the loan. Return shipping is at the supplier's cost and risk. If we exceptionally agree to assume packaging costs, these are to be calculated at cost price.
4. Long-term supplier declarations must be made available to VIGOR free of charge upon request.
    

V. Delivery Dates, Contractual Penalty and Transfer of Risk

1.  Agreed dates are goods receipt/service completion dates and must be bindingly adhered to. This also applies to deadlines. Partial deliveries/services are only permissible with our prior written consent.
2. If the supplier is in default of delivery, we are entitled, unless otherwise agreed, to charge a damage lump sum of 0.2% of the order value per day, but a maximum of 5% of the order value, without proof, unless the supplier proves that we have suffered lesser damage in the individual case. The assertion of further default damage on the basis of statutory claims remains unaffected. In particular, we are entitled to demand damages instead of performance after the fruitless expiry of an appropriate grace period set by us. Our claim to delivery is only excluded when the supplier has paid the damages.
3. If doubts attributable to the supplier exist before or after due date regarding his performance capability or willingness, particularly because the supplier announces that he cannot or will not perform on time, and we have an urgent interest in clarification, we may set the supplier a deadline before or after due date for clarification and, if necessary, for proof of his performance capability or willingness. After unsuccessful expiry of the deadline, we may withdraw from the contract according to § 323 BGB and/or demand damages or damages instead of performance according to § 280, 281 BGB. Further claims remain unaffected.
4. If the supplier delivers before the agreed delivery date, we have the right to either reject the delivery at our discretion or accept the delivery and withhold the purchase price until the agreed due date.
5. In purchase contracts, the risk always transfers to us only upon handover to the receiving plant designated by us within the framework of the order; in work contracts always only after unrestricted acceptance of the work.
    

VI. Force Majeure

1.  Upon the occurrence of events that are beyond our control (e.g. strikes and lockouts, operational disruptions and delays by suppliers as well as all cases of force majeure), we are released from the acceptance obligation for the duration and scope of the events, provided we cannot avert this disruption with reasonable means. We undertake to inform the supplier of such circumstances immediately. If such obstacles exist for a longer period and the economic significance of the contract changes so that adhering to the contract would be unreasonable, each party is entitled to withdraw from the contract, provided an adjustment by mutual agreement is not possible.
    

VII. Quality, Documentation, Environmental Protection

1.  The supplier is obligated to comply with the recognized rules of technology, existing safety regulations and the agreed technical data, dimensions, weights and other properties for his services and deliveries. Production according to our drawings or samples approved by us must correspond to the specifications. Insofar as the order does not place further requirements, services and deliveries are to be provided particularly in commercial quality and, insofar as DIN, VDE, VDI or equivalent national or EU standards exist, in accordance with them. They are particularly to be provided in such a way that they comply with the legal provisions at the receiving plants specified by us for services/deliveries regarding technical work equipment, accident prevention, workplace protection, hazardous substances, emission protection, water protection and waste law.
2. The supplier must check our plans, drawings and other specifications for executing the service or accessory parts supplied by us for completeness, correctness and suitability for the intended purpose. If there are concerns in this regard, the supplier must inform us immediately in writing. If he fails to do so, he is also liable for warranty in this respect. Changes to the ordered deliveries and services always require the prior written consent of the ordering party.
3. For safety parts specially marked in the technical documents or by separate agreement, e.g. with "D", the supplier must furthermore keep records of when, in what manner and by whom the delivery items have been tested regarding the documentation-required characteristics and what results the required quality tests have yielded. The test documents must be kept for ten (10) years and presented to us when needed. The supplier must obligate upstream suppliers to the same extent within the framework of legal possibilities. Reference is made to the VDA publication "Evidence - Guideline for Documentation and Archiving of Quality Requirements", Frankfurt am Main 1998, as guidance.
4. We mutually inform each other about possibilities for quality improvement. Furthermore, the supplier receives information from us upon request about relevant safety regulations.
    

VIII. Warranty

1. The examination and complaint period according to § 377 German Commercial Code (HGB) is 2 weeks from delivery at the receiving plant communicated by us. For defects not recognizable during examination, the complaint period is two weeks from discovery of the defect. If a longer period is appropriate in the individual case, this applies.
2. The goods are checked by us upon receipt for quality and completeness to the extent reasonable and technically possible for us. As reasonable within the framework of incoming inspection, only examinations of the external condition recognizable with the naked eye are considered reasonable in the absence of concrete indications of defectiveness, but not examinations of the internal condition of the goods. For deliveries of larger quantities or amounts, checking samples is sufficient for proper examination. If the sample check reveals that more than 5% of the samples are defective, we are entitled at our choice to check the entire deliveries at the supplier's expense or to assert our defect rights for the entire delivery. Further rights existing in our favor remain unaffected.
3. The statutory defect claims are available to us in full; in any case, we are entitled to demand from the supplier at our choice defect remediation or delivery of a new item. The right to damages, particularly to damages instead of performance, remains expressly reserved.
4. Returns of complained goods are at the supplier's expense. A replacement delivery must always be made freight-free.
5. We can demand from the supplier compensation also for those expenses in connection with a defect that we have to bear in relation to our customer, if the defect was already present when the risk transferred to us.
6. A limitation period of 36 months applies to our defect claims. The supplier hereby assigns to us - for fulfillment - all claims that he has against his upstream suppliers on the occasion and in connection with the delivery of defective goods or such goods that lack guaranteed properties. He will hand over to us all documents required for asserting such claims.

  
IX. Prices – Payment

1.  The agreed prices are fixed prices and apply free to the receiving point/plant specified by us including packaging, transport insurance and all other incidental costs.
2. Any price increase requests from the supplier must be transmitted to us in writing by June 30 of each year at the latest for the respective following year. Price increases by the supplier only become effective if they are agreed with us consensually in writing. Invoices may under no circumstances be enclosed with the shipment, but must be sent separately, stating all order data to our business address in Remscheid or by email to rechnungspruefung@hazet.de, unless a credit note procedure has already been agreed. The invoices must contain marks and numbers of packages, boxes, crates, etc., quantities of the billed items, these listed separately for each type, as well as gross and net weight.
3. Payment is generally made only after contractual receipt of goods and completed goods receipt inspection as well as receipt of the proper and auditable invoice. The supplier has particular obligation according to § 14 para 4 no. 1 German VAT Act (UstG), according to which the complete name and complete address of the performing entrepreneur and the service recipient must be stated in invoices (service recipient is always VIGOR GmbH, Am Langen Siepen 13–15, 42857 Remscheid). Complaints and delays arising within the framework of goods receipt inspection or proper invoice preparation lead to a corresponding extension of the respective payment period and do not prevent us from making use of the discount deduction according to the following number 4.
4. Payment terms, unless otherwise agreed: on the 25th of the month following delivery ./. 3% discount, within 60 days without deduction.
5. Payment and discount periods run from invoice receipt, but not before receipt of goods or, for services, not before their acceptance and, if documentation, test certificates (e.g. mill certificates) or similar documents belong to the scope of services, not before their contractual handover to us.
6. Due date interest cannot be demanded. The default interest rate is 5 percentage points above the base rate. In any case, we are entitled to prove lesser default damage than demanded by the supplier.
7. Down payments and interim payments require a separate written agreement and must be secured in advance by the supplier through unlimited self-debtor bank guarantees. The guarantee must be subject to German law and designate Remscheid as exclusive jurisdiction. Otherwise, the statutory regulation of § 239 BGB applies.
8. All rights and obligations from orders based on our General Purchasing Terms cannot be assigned or transferred by the supplier without our prior written consent, except for monetary claims.
    

X. Right of Retention / Set-off

1.  The supplier is only entitled to set-off insofar as his counterclaims are undisputed or have been established by final judgment. The same applies to retention and performance refusal rights according to §§ 320, 273 BGB. The supplier may only exercise such rights if they stem from the same contractual relationship. In an ongoing business relationship, each individual order is considered a separate contract.
    

Product Liability / Indemnification

1.  If the supplier is responsible for product damage, the supplier is obligated to indemnify us from claims, demands and damage compensation claims of third parties insofar as the cause is set in the supplier's sphere of control and organization and the supplier is himself liable in external relations.
2. Within the framework of liability according to the preceding number 1, the supplier also reimburses us for such reasonable expenses that we incur in connection with carrying out a product recall. We will inform the supplier about carrying out such a product recall and give him opportunity to comment. Further statutory claims remain unaffected.
    

XII. Third Party Protective Rights

1.   The supplier is liable that no patents or other protective rights of third parties in Germany or abroad are violated through his delivery and its utilization by us. We deliver worldwide. The supplier is not liable if he has manufactured the delivered goods according to drawings, models or other equivalent descriptions or instructions handed over by us and he cannot know in connection with the products manufactured by him that protective rights of third parties are violated.
2. The damage compensation obligation refers to all expenses that necessarily arise for us from or in connection with claims by a third party.

  
XIII. Material Supplies

1.  Supplied material/parts remain our property and must be stored separately by the supplier and only used for our orders. The provided quantity must be checked immediately and differences must be reported to us immediately in writing. Later discovered differences will not be accepted.
2. If parts are sent by a third party directly to the supplier, the supplier must perform incoming inspection and quality control for us. The supplier must report complaints to the subcontractor immediately according to the complaint periods of § 377 HGB and inform us about this in writing.
3. Processing or transformation by the supplier is performed for us. If the item supplied by us is processed with other objects not belonging to us, we acquire co-ownership of the new item in the ratio of the value of our item to the other processed objects at the time of processing.
4. If the item supplied by us is combined with other objects not belonging to us, we acquire co-ownership of the new item in the ratio of the value of the item supplied by us to the other combined objects at the time of combination. If the combination is made in such a way that the supplier's item is to be regarded as the main item, it is agreed that the supplier transfers proportional co-ownership to us. The supplier holds the co-ownership in custody for us. The above regulations apply correspondingly if the supplier mixes or blends the item supplied by us with other items.
5. The parts made available by or for us may not be sold, pledged or otherwise passed on to third parties or used in any way for third parties without our written consent.
6. The supplier will insure the item to which we have sole or co-ownership, including the new item created by processing, against property damage, loss, etc.
7. The supplier must enable an inspection of the processed or to-be-processed parts by us and/or authorities at any time during usual business hours.

 
XIV. Production Means

1.  Production means such as models, samples, dies, tools, gauges, drawings, standard sheets and the like, which are provided by us to the supplier or manufactured by the supplier according to our specifications, are our property and must be clearly marked as such. The aforementioned production means may not be sold, pledged or passed on to third parties in any way or used for third parties without our consent. The same applies to objects manufactured with the help of these production means; they may only be delivered to us, unless we have declared our written agreement to another use. The supplier undertakes to insure objects that are our property against property damage, loss, etc. Subcontractors must be obligated accordingly.
2. After completion of our orders or after completion of an order by us for which we provide production means to the supplier or have them manufactured for our account, these must be returned to us without special request.
3. Objects that we have developed or further developed in cooperation with the supplier may only be delivered to us.
4. The supplier grants us free of charge all usage rights to the results of his work with the production means provided by us.

 
XV. Company Names and Trademarks

1.  Our company names as well as trademarks and part numbers are to be applied to the goods ordered by us if our drawing prescribes it or if we have given instruction to do so.
2. The objects marked in this way may - unless otherwise agreed - only be delivered to us.
3. Returned, complained goods marked with our company names and trademarks must be rendered unusable against proof by means of a procedure previously agreed with us.

 
XVI. Confidentiality/Advertising

1.  The supplier is obligated to treat all non-obvious commercial and technical details that become known to him through the business relationship as business secrets and not to exploit them himself. This obligation also continues after termination of the contractual relationship.
2. The supplier may only advertise his business connection to our company after prior written consent by us. This applies regardless of whether the advertising expressly refers to us or only to the subject matter of the contract, i.e., for advertising with our products and brand, the exhibition of our products and likewise the use of our products and our name in sales documents such as brochures, prospectuses, catalogs, etc.

 
XVII. Quality / Environment / Supply Chain

1.  The supplier must establish and maintain a documented quality assurance and environmental management system suitable in type and scope and corresponding to the latest state of technology. He must create records, particularly about his quality inspections, and make these available to the buyer upon request. The supplier hereby consents to quality/environmental audits for assessing the effectiveness of his quality assurance and environmental management system by the buyer or someone commissioned by him.
2. The supplier undertakes to observe the legal provisions of the Supply Chain Due Diligence Act. In this connection, he will comply with all legal provisions for safeguarding human rights, for compliance with relevant labor standards and for the prohibition of discrimination as well as forced and child labor in the manufacture and delivery of products as well as in the provision of services. He will promote and demand compliance with these obligations from his suppliers to the best of his ability. This also applies when the supplier does not fall under the direct scope of application of the relevant provisions.

 
Origin Property / Sanctions / REACH / RoHS / CBAM

1.  If the supplier makes declarations about the preferential or non-preferential origin property of the sold goods, the supplier is obligated to enable the verification of origin certificates by the customs administration and both to provide the necessary information and to provide any required confirmations. If the declared origin is not recognized by the competent authority as a result of incorrect certificates or lack of verification possibilities, the supplier is obligated to compensate for the resulting damage, unless he is not responsible for these consequences.
2. The supplier undertakes to ensure that the goods delivered by him (including the raw materials, (production) materials, (supplier) products or other objects required and/or used to fulfill the obligations) and/or services (including transport and the delivery process) are not subject to restrictions by foreign trade law economic, financial or other sanctions of the United Nations, the EU, the Federal Republic of Germany or the United States of America. The supplier undertakes to comply with these regardless of whether the sanctions regulations apply to him.
3. For all substances, preparations and products delivered/performed to us, the supplier must fulfill the requirements and measures resulting from the REACH Regulation.
4. The supplier must ensure that the goods to be delivered by him fully comply with the requirements of Directive 2011/65/EU ("RoHS") in its respectively valid version
5. The supplier undertakes to transmit to us the required information that we or our customers need for participation in the EU CO2 Border Adjustment System according to Regulation (EU) 2023/956 ("CBAM") and the exercise of the related rights and obligations, in particular information on direct emissions released during goods manufacture, information on indirect emissions from the generation of electricity consumed during goods manufacture and information on the CO2 price paid in the country of origin for the stated emissions ("CBAM information"). In this regard, the supplier assumes full liability that the CBAM information is complete, accurate and objectively verifiable and is determined and documented in the manner prescribed by the EU. In case of violation of these obligations including a lack of verifiability of the transmitted CBAM information, the supplier is obligated to compensate us or our customers for the resulting additional costs and damages and to indemnify us or our customers from corresponding claims of third parties. This does not apply if the supplier or his upstream supplier, whose conduct the supplier must be held responsible for, are not responsible for the non-fulfillment of the aforementioned obligations.

 
XIX. Final Provisions

1.  Extended and prolonged retention of title by the supplier are excluded.
2. Place of performance and exclusive jurisdiction for all contractual and non-contractual disputes is at our business seat in Remscheid. This jurisdiction particularly also excludes any other jurisdiction that is legally provided for due to a personal or factual connection. The supplier is also not entitled to bring a counterclaim, set-off or retention against us before another court than the exclusively competent court. However, we are entitled to bring suit in individual cases also at the supplier's business seat or before other courts competent under domestic or foreign law.
3. The legal relationship between us and the supplier is exclusively subject to the law of the Federal Republic of Germany excluding the respective domestic international conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).
4. The personal data of the supplier and his employees are stored and processed by us according to the requirements of the GDPR.
    

This translation is provided for information purposes only. In case of discrepancies, the German original version shall prevail.