1 General, scope of application
(a) These General Terms and Conditions of Purchase (GTCP) shall apply to all business relationships between CT-VIDEO GmbH (CT-VIDEO) and its business partners and suppliers (hereinafter: “Supplier”). The GPC shall only apply if the Supplier is an entrepreneur (§ 14 BGB [German Civil Code]), a legal entity under public law or a special fund under public law.
(b) The GPC apply in particular to contracts for the sale and/or delivery of movable goods (hereinafter also: goods), irrespective of whether the Supplier manufactures the goods itself or purchases them from suppliers (Sections 433, 651 BGB). The GPC shall also apply in their respective version as a framework agreement for future contracts for the sale and/or delivery of movable goods with the same supplier, without CT-VIDEO having to refer to them again in each individual case.
(c) These GTCP shall apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the supplier shall only become part of the contract if and to the extent that CT-VIDEO has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if CT-VIDEO accepts the Supplier’s deliveries without reservation in the knowledge of the Supplier’s General Terms and Conditions.
(d) Individual agreements made with the supplier in individual cases (including collateral agreements, supplements and amendments) shall in any case take precedence over these GPC. A written contract or the written confirmation of CT-VIDEO shall be decisive for the content of such agreements.
(e) Legally relevant declarations and notifications to be made by the Supplier to CT-VIDEO after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be made in writing to be effective.
(f) References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GPC.
2 Quality and documentation
(a) The supplier shall comply with the recognized rules of technology, the safety regulations and the agreed technical data for its deliveries.
(b) Changes to the delivery item require the prior written consent of CT-VIDEO.
(c) The supplier must be able to demonstrate a comprehensible quality management system and environmental management system.
(d) The supplier must constantly check the quality of the delivery items. In particular, the supplier undertakes to carry out a reliable outgoing goods inspection prior to delivery and to document this.
(e) The contractual partners shall inform each other about the possibilities of quality improvement.
3 Orders
(a) Supply contracts and other contractual declarations must be made in writing. The acceptance of orders must be confirmed in writing by the supplier, stating the supplier, order and article number, binding prices and delivery time.
(b) Until acceptance of an order by the supplier, CT-VIDEO shall be entitled to revoke the order. If no revocation is made, CT-VIDEO shall be bound to orders for one week from receipt.
(c) CT-VIDEO is entitled to change the time and place of delivery as well as the type of packaging at any time by written notification with a notice period of at least 5 calendar days before the agreed delivery date. The same shall apply to changes to product specifications (design and execution) insofar as these can be implemented within the framework of the Supplier’s normal production process without significant additional expense, whereby in these cases the notification period pursuant to the preceding sentence shall be at least 14 calendar days. The Supplier shall notify CT-VIDEO without delay of the additional or reduced costs to be expected on the basis of a careful assessment. The prerequisite for the commissioning of the change is the agreement between CT-VIDEO and the Supplier on any proven and reasonable additional or reduced costs incurred by the Supplier. If changes result in delays in delivery which cannot be avoided in the normal production and business operations of the Supplier with reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The Supplier shall notify CT-VIDEO in writing in good time before the delivery date, but at least within 2 working days after receipt of the request for change in accordance with sentence 1, of the delays in delivery to be expected by him on the basis of a careful assessment.
(d) CT-VIDEO is entitled to terminate the contract at any time by written declaration stating the reason if we can no longer use the ordered products in our business operations due to circumstances occurring after conclusion of the contract. In this case, we shall reimburse the supplier for the partial performance rendered by him.
(e) Orders may not be over- or under-delivered. Under-deliveries must be noted on the delivery bill. Any excess deliveries will be returned at the supplier’s expense.
4 Prices
(a) Unless otherwise agreed, prices are quoted free place of receipt in EUR excluding taxes, in particular value added tax, but including customs duties and other charges, packaging, freight, tolls, postage and insurance.
(b) Insofar as, in deviation from para. 4 (a) the price does not include packaging according to the agreement made and the remuneration for the packaging – not only provided on loan – is not expressly determined, this shall be charged at the verifiable cost price.
(c) All order confirmations, delivery documents and invoices shall state the order number, article number, delivery quantity and delivery address of CT-VIDEO. If one or more of these details are missing and this delays processing by us in the course of our normal business transactions, the payment period specified in paragraph 3 shall be extended by the period of the delay.
(d) Price changes must be announced three months in advance and shall only become valid upon written confirmation by CT-VIDEO.
5 Sample requirements
Sample requests from CT-VIDEO are to be provided free of charge and carriage paid.
6 Provision of material
(a) Provisions to suppliers are items that are required for the manufacture of a product. Provided materials shall be made available by CT-VIDEO carriage and packaging paid. The stock levels of the provided materials shall be kept continuously by the Supplier and the stock levels shall be reported to CT-VIDEO annually (on June 1st of the respective year). The return of materials provided shall be carriage and packaging paid. The type of packaging and the shipping route must be agreed with CT-VIDEO.
(b) Supplies shall remain the property of CT-VIDEO and shall be stored by the Supplier free of charge and with the care of a prudent businessman separately from other items and marked as the property of CT-VIDEO. They may only be used for the execution of CT-VIDEO’s orders. Damage to materials provided shall be replaced by the Supplier.
(c) If materials provided are processed or modified, this activity shall be carried out for CT-VIDEO. CT-VIDEO shall become the direct owner of the new items created in the process. If the materials provided constitute only a part of the new items, CT-VIDEO shall be entitled to co-ownership of the new items in the proportion corresponding to the value of the materials provided therein.
7. processing, delivery, packaging and labeling
(a) Subcontracts may only be awarded with the consent of CT-VIDEO, unless they merely concern the supply of marketable parts which are required for the manufacture of the ordered products.
(b) Each delivery shall be accompanied by a delivery bill stating the order number and article number of CT-VIDEO as well as the description of the contents by type and quantity.
(c) Packaging costs shall be borne by the Supplier. The type of packaging and labeling must always be agreed with CT-VIDEO. The maximum carton weight of 20 kg must not be exceeded.
(d) As a rule, the goods shall be delivered in commercially available disposable standard packaging. The disposable standard packaging shall be made of environmentally compatible materials that do not pollute the recycling process, in accordance with the applicable packaging ordinance, and shall be limited to the necessary volume and weight. Reusable packaging is to be aimed for. If reusable packaging is used, the supplier shall make the packaging available on loan. At the request of CT-VIDEO, the supplier shall take back the packaging at its own expense. Any return of packaging shall be at the expense and risk of the supplier. Non-recyclable packaging shall be disposed of at the expense of the producer.
8 Freight
(a) Deliveries to CT-VIDEO shall be made free domicile. Transportation shall be carried out by a forwarding agent or parcel service Post/GLS/UPS/DPD/TNT.
(b) For shipments by post or parcel service consisting of several parcels, please note the following: The shipment must arrive complete in one delivery. The parcel service must be informed that the consignment consists of several parts. The delivery must be labeled according to how it belongs together. A delivery bill must be created for each package. The date of receipt of the last package is decisive for the calculation of deadlines with regard to remuneration. If there are several packages, a packing list must be enclosed.
(c) Even if shipment has been agreed, the risk shall only pass to CT-VIDEO when the goods are handed over to us at the agreed destination.
9 Delivery, delivery dates and deadlines
(a) The stated delivery dates are to be understood as arriving at the stated delivery address. Agreed dates and deadlines are binding.
Early deliveries are not permitted.
(b) The Supplier is not entitled to make partial deliveries.
(c) If the supplier can foresee that the goods cannot be delivered within the delivery period, he shall inform CT-VIDEO thereof in writing without delay, stating the reasons for this and the expected delivery date. This shall not affect CT-VIDEO’s statutory claims for delay.
10 Delay in delivery, contractual penalty
(a)If the day on which the delivery must be made at the latest can be determined on the basis of the contract, the supplier shall be in default at the end of this day without the need for a reminder.
(b) In the event of a delay in delivery, CT-VIDEO shall be entitled to the statutory claims without restriction, including the right to withdraw from the contract and the claim for damages in lieu of performance after the fruitless expiry of a reasonable grace period.
(c) If the supplier is in default, CT-VIDEO may demand a contractual penalty in the amount of 1% of the net price per completed calendar week, but not more than a total of 5% of the net price of the goods delivered late. CT-VIDEO shall be entitled to demand the contractual penalty in addition to performance and as a minimum amount of damages owed by the Supplier in accordance with the statutory provisions; the assertion of further damages shall remain unaffected. If CT-VIDEO accepts the delayed performance, CT-VIDEO must claim the contractual penalty at the latest with the final payment.
11 Force majeure
Force majeure, labor disputes, civil unrest, official measures and other unforeseeable, unavoidable and serious events shall release the contracting parties from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the affected contractual partner is in default. The contractual partners are obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
12 Notification of defects, obligation to inspect and give notice of defects and inspection costs
(a) CT-VIDEO shall only inspect incoming goods with regard to externally recognizable damage and externally recognizable deviations in identity and quantity. We reserve the right to carry out a more extensive incoming goods inspection.
(b) Quality and quantity deviations shall in any case be deemed to have been notified in good time if CT-VIDEO notifies the supplier of them within 5 working days of receipt of the goods by us. Hidden material defects shall in any case be deemed to have been notified in good time if the notification is made to the supplier within 3 working days of discovery.
(c) CT-VIDEO shall not waive any warranty claims by accepting or approving samples or specimens submitted.
(d) Upon receipt of the written notice of defects by the Supplier, the limitation period for warranty claims shall be suspended. In the event of replacement delivery and rectification of defects, the warranty period for replaced and repaired parts shall commence anew, unless CT-VIDEO had to assume from the behavior of the supplier that the supplier did not consider itself obliged to take the measure, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
(e) The costs incurred due to notices of defects shall in principle be borne by the supplier, even if these are uselessly incurred costs. If CT-VIDEO returns defective goods to the supplier, CT-VIDEO shall be entitled to charge back the invoice amount plus a lump sum of 5% of the price of the defective goods, but not more than € 250.00 per return. CT-VIDEO reserves the right to prove higher expenses. The supplier reserves the right to provide evidence of lower or no expenses.
(f) The supplier is obliged to respond to each notification of defects/complaint within 10 working days with a meaningful 8D report summarizing and evaluating the results and planned corrective measures, including scheduling for their implementation.
(g) CT-VIDEO reserves the right to carry out an audit at any time in the event of problems caused by the supplier or unacceptable response times on the part of the supplier. The results of the quality checks and audits carried out at the supplier’s premises, including planned and effectively implemented corrective measures, must be documented and made available in full at any time upon request.
13 Special obligations of the supplier
(a) The Supplier guarantees that all deliveries/services comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, professional associations and trade associations.
(b) Environmentally friendly products and processes shall be used for all deliveries/services and also for supplies or ancillary services of third parties within the scope of economic and technical possibilities.
14 Safety and environmental protection
(a) All deliveries and services must comply with the statutory provisions, in particular the safety and environmental protection regulations including the Regulation on Hazardous Substances (RoHS), the Electrical and Electronic Equipment Act (ElektroG) and the safety recommendations of the responsible German expert bodies or professional associations, e.g. VDE, VDI, DIN. Relevant certificates, test certificates and verifications must be supplied free of charge.
(b) The supplier is obliged to determine and comply with the current status of the guidelines and laws applicable to your components with regard to substance restrictions. He is obliged not to use prohibited substances. Avoidance and hazardous substances in accordance with the applicable laws and directives must be indicated on the specifications. CTVIDEO must be informed immediately of any information regarding the exceeding of substance restrictions and the delivery of prohibited substances.
(c) The supplier is obliged to refer to hazardous goods on its order confirmation, stating the UN number and hazardous goods class. Corresponding safety data sheets must be attached to the order confirmation. Hazardous materials and dangerous goods must be packed, labeled and shipped in accordance with national and international regulations. The information in the accompanying documents must comply with the respective national regulations. The supplier is also responsible for compliance with these obligations by its subcontractors. He shall be liable for all damages and necessary expenses resulting from the breach of his obligations. Shipments that cannot be accepted by CT-VIDEO due to a breach of the aforementioned obligations shall be stored at the expense and risk of the supplier. In the case of obviously damaged goods, CT-VIDEO has the right to determine the content and condition of the goods.
(d) No ozone-depleting substances, e.g. carbon tetrachloride, 1.1.1 trichloroethane, CFC / CFC, may be used in the manufacture of the goods and packaging supplied to CT-VIDEO.
(e) The Supplier shall be solely responsible for compliance with the accident prevention regulations when making deliveries and providing services. Any protective devices required in accordance therewith and any instructions from the manufacturer shall be supplied free of charge.
15 Liability and warranty for material defects and defects of title
(a) The Supplier shall be liable for the environmental compatibility of the delivered products and packaging materials and for all consequential damage caused by the violation of its statutory disposal obligations.
(b) Safety data sheets shall already be submitted with the offers and with the delivery bill (at least in German or English) for the respective first delivery. The Supplier shall indemnify CT-VIDEO against all recourse claims of third parties in the event that the safety data sheets are not delivered or are delivered late. The same applies to all subsequent changes.
(c) Defects in performance notified during the limitation period, which also include the non-achievement of guaranteed data and the absence of warranted characteristics, shall be remedied by the supplier immediately and free of charge upon request, at CT-VIDEO’s discretion by rectification or new delivery. CT-VIDEO shall be entitled to the statutory warranty rights after the unsuccessful expiry of a reasonable period set by CT-VIDEO in writing for rectification or new delivery.
(d) If the Supplier culpably fails to meet its obligations under the liability for defects within a reasonable period set by CT-VIDEO, CT-VIDEO may take the necessary measures itself or have them taken by third parties at the Supplier’s expense and risk. In urgent cases, CT-VIDEO may, after consultation, carry out the rectification itself or have it carried out by a third party. Minor defects may be remedied by CT-VIDEO itself – in fulfillment of an obligation to minimize damage – without prior consultation, without this limiting the Supplier’s obligations arising from liability for defects. The necessary expenses shall be borne by the Supplier. The same applies if unusually high damages are imminent.
(e) The warranty period shall be three years, unless expressly agreed otherwise. It begins with the handover of the delivery item to CT-VIDEO or the third party designated by CT-VIDEO at the prescribed place of receipt or use. In the case of devices, tools, machines and systems, the warranty period shall commence on the acceptance date specified in the written declaration of acceptance. If acceptance is delayed through no fault of the Supplier, the warranty period shall be three years after the delivery item has been made available for acceptance.
(f) Parts supplied which cannot remain in operation during the investigation of a defect and/or the rectification of a defect, a current warranty period shall be extended by the time of the interruption of operation. For repaired or newly delivered parts, the warranty period shall commence anew upon completion of the repair or, if acceptance has been agreed, upon acceptance.
16 Claims for serial damage
Serial damage shall be deemed to exist if CT-VIDEO and the Supplier jointly determine on the basis of the damage pattern and the cause of damage that this damage can occur on all delivered parts or on a specific part of the delivered series (batch). Irrespective of this, serial damage shall be deemed to exist if the same damage is found on at least 10% of all delivered parts or a specific part of the series (batch), whereby all similar damage with regard to the damage pattern and/or the cause of the damage that is found within a period of 24 months from the occurrence of the similar damage shall be used to calculate the damage quota. In the event of serial damage, the Supplier may not invoke the expiry of the warranty period. The supplier shall be obliged, at CT-VIDEO’s option, to repair or replace all delivered parts or a specific part of the series (batch) which may exhibit the serial damage, irrespective of whether this damage has already occurred.
17 Exemption from liability for material defects and defects of title
(a) The Supplier shall indemnify CT-VIDEO against all claims asserted against CT-VIDEO due to the violation of official safety regulations or due to domestic and foreign product liability regulations or laws caused by the defectiveness of the goods and products delivered by the Supplier.
(b) The Supplier shall indemnify CT-VIDEO against all claims asserted by third parties against CT-VIDEO – for whatever legal reason – due to defects in the delivered goods and shall reimburse the necessary costs of legal action in this respect.
(c) The Supplier warrants that all deliveries are free of third-party rights and, in particular, that no patents or other industrial property rights of third parties are infringed by the delivery and use of the goods and products.
18 Supplier recourse
(a) CT-VIDEO shall be entitled to statutory rights of recourse within a supply chain (supplier recourse pursuant to Sections 478, 479 BGB) in addition to the claims for defects without restriction. In particular, CT-VIDEO shall be entitled to demand exactly the type of subsequent performance (rectification of defects or replacement delivery) from the supplier that CT-VIDEO owes its customer in the individual case. The statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
(b) Before CT-VIDEO acknowledges or fulfills a claim for defects asserted by the customer (including reimbursement of expenses pursuant to §§ 478 para. 3, 439 para. 2 BGB), CT-VIDEO shall notify the supplier and request a written statement, briefly explaining the facts of the case. If the statement is not made within a reasonable period of time and if no amicable solution is reached, the claim for defects actually granted by CT-VIDEO shall be deemed to be owed to the customer; in this case, the supplier shall be responsible for providing evidence to the contrary.
(c) The claims arising from supplier recourse also apply if the goods have been further processed by CTVIDEO or a customer, e.g. by incorporation into another product, prior to their sale to a consumer.
19 Producer liability
(a) If the Supplier is responsible for product damage, he shall indemnify CT-VIDEO against claims of third parties to the extent that the cause lies within his sphere of control and organization and he himself is liable in relation to third parties.
(b) Within the scope of its indemnification obligation, the Supplier shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with claims asserted by third parties, including recall actions carried out by CTVIDEO. CT-VIDEO shall inform the Supplier of the content and scope of recall measures – to the extent possible and reasonable – and give the Supplier the opportunity to comment. Further statutory claims shall remain unaffected.
(c) The Supplier shall take out and maintain product liability insurance with a lump sum cover of at least EUR 5 million per personal injury/property damage.
20 Spare parts
(a) The supplier is obliged to keep spare parts for the products delivered to CT-VIDEO in stock for a period of at least 15 years after delivery.
(b) If the Supplier intends to discontinue the production of spare parts for the products delivered to CT-VIDEO, it shall inform CT-VIDEO immediately after the decision on the discontinuation. Subject to paragraph 1, this decision must be made at least 12 months before production is discontinued.
21 Confidentiality/rights of use and similar rights/competition/promise to pay contractual penalties
(a) The Supplier undertakes to keep secret for an unlimited period of time all information to which it has access in connection with the performance of the business relationship (in particular about the delivery item itself, its possible use, its production type and number) and – unless necessary to achieve the purpose of the contract – neither to record nor to pass on or exploit it. He shall ensure through suitable agreements with the employees, vicarious agents and assistants working for him that they also refrain from any exploitation, disclosure or unauthorized recording of such information for an unlimited period of time.
(b) All tools, documents, models, drawings, samples and other means of production supplied by CT-VIDEO are the property of CT-VIDEO. They may only be made accessible to third parties with the written consent of CT-VIDEO and must be returned at any time upon request by CT-VIDEO, at the latest upon termination of the business relationship.
(c) Products manufactured according to documents, models, drawings, samples and formulated system solutions designed by CT-VIDEO or using materials provided by CT-VIDEO or on the basis of confidential information or with tools from CTVIDEO or tools copied from CT-VIDEO may neither be used by the Supplier itself nor offered or supplied to third parties.
(d) The knowledge and information gained by the Supplier in connection with the performance of the business relationship shall be the sole property of CT-VIDEO. They must be disclosed to CT-VIDEO without restriction. The Supplier may only use such information and knowledge for the performance of the supply contract.
(e) The Supplier may only advertise the contractual relationship with the written consent of CT-VIDEO.
(f) The Supplier shall pay CT-VIDEO a contractual penalty of € 50,000.00 for each case of breach of the aforementioned obligations. The assertion of any further damages shall remain unaffected; the contractual penalty shall be set off against this.
22 Invoices and payments
(a) Unless otherwise agreed in writing, payment shall be made at the end of the month for deliveries received by CT-VIDEO from the 1st to the 15th of a month (day of receipt of goods) and at the end of the month for all deliveries from the 16th to the 15th of a month (day of receipt of goods). 30. / Deliveries received by the 15th of the following month with a 3% discount or net after 60 days. If early deliveries are accepted, the due date shall be based on the agreed delivery date.
(b) Payment shall be made by bank transfer.
(c) The date of payment shall be the date on which our bank receives the transfer order.
(d) Payments do not imply recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, CT-VIDEO shall be entitled, without prejudice to its other rights, to withhold payment on claims arising from the business relationship to a reasonable extent, pro rata in value, without compensation until proper performance.
(e) The Supplier shall not be entitled to assign its claims against CT-VIDEO or have them collected by third parties without the prior written consent of CT-VIDEO, which may not be unreasonably withheld.
(f) Invoices shall be issued in duplicate, stating the supplier, order, article and delivery note number.
(g) The VAT number and the VAT identification number must be stated on every invoice.
(h) Invoices must be submitted by separate mail.
23 Transfer of risk, acceptance, ownership rights
(a) Irrespective of the agreed pricing, the risk shall pass to CT-VIDEO upon delivery, upon receipt at the delivery address specified by CT-VIDEO.
(b) Any prolonged or extended retention of title is excluded.
24 Withdrawal and termination
(a) If it becomes apparent after conclusion of the contract that CT-VIDEO’s delivery claim is jeopardized by the supplier’s inability to perform, CT-VIDEO may refuse payment and set the supplier a reasonable deadline within which it must deliver concurrently with payment or provide security. In the event of refusal by the supplier or unsuccessful expiry of the deadline, CT-VIDEO shall be entitled to withdraw from the contract and to claim damages.
(b) CT-VIDEO shall be entitled to terminate the contract without notice if insolvency proceedings are applied for against the Supplier’s assets.
25 Final provisions
(a) Should one of the provisions of these Terms and Conditions of Purchase be or become invalid, this shall not affect the validity of the remaining provisions. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to the economic purpose of the invalid provision.
(b) Unless otherwise agreed in individual cases, the law of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 is excluded.
(c) The place of performance shall be the registered office of CT-VIDEO. Something else can be agreed in individual cases.
(d) The place of jurisdiction is the registered office of CT-VIDEO, unless otherwise stipulated by law.