§ 1 Definitions
In these General Terms and Conditions of Purchase the following definitions apply:
- CONDIO means the CONDIO GmbH, a German entity with headquarter at Miele Str. 4, 14542 Werder (Havel), Germany, registered under no. HRB 12275 (Local District Court (Amtsgericht) Potsdam)
- Seller means any legal entity or individual which delivers Goods to CONDIO
- Goods refers to articles that CONDIO purchases from the seller
- Order means CONDIO’s written purchase order for the Goods to which these General Terms and Conditions of Purchase are incorporated by reference
- Contract means any agreement concluded between CONDIO and the Seller that implies these General Terms and Conditions of Purchase
- Parties means CONDIO and Seller
§ 2 Scope of Application and Supplementary Conditions
- These General Terms and Conditions of Purchase shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
- These General Terms and Conditions of Purchase shall also govern all future transactions between the Parties and shall also apply if CONDIO accepts delivery despite its knowledge of differing or contrary terms.
- These General Conditions shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of § 310 (1) German Civil Code (Bürgerliches Gesetzbuch).
- Trade Compliance
The fulfillment of contractual obligations (deliveries) is subject to the provision that no applicable national, European, or international export control regulations, such as embargoes, sanctions, or other prohibitions and restrictions, prevent such fulfillment.
The Seller undertakes to provide all information and documents necessary for import or shipment.
§ 3 Offer, Acceptance
- The Goods sample provided by the Seller shall the basis of each Order. This also applies if the Seller subsequently sends CONDIO selection samples for individual or partial deliveries in order to document the quality of current production.
- The order placed by CONDIO shall be confirmed by the Seller in writing (e.g., email) within 48 hours of receipt.
- When placing a cross-border Order, the Seller is obliged to provide CONDIO with the necessary information for the so-called Intrastat declaration with the Order confirmation.
§ 4 Prices, Payment
- The prices specified in the accepted Order shall be binding and are not subject to changes. Unless otherwise agreed in writing, the prices shall include the costs of packaging.
- The purchase price is due and payable net within 30 days from receipt of the valid invoice. The invoice has to be compliant with the relevant statutory invoicing requirements under German law.
- The Seller shall provide a separate, auditable invoice for each Order.
§ 5 Offset, Retainer
CONDIO reserves all rights to offset or retain payment provided by applicable law.
§ 6 Delivery
- Unless expressly agreed otherwise, the delivery of Goods shall be made „Delivered at Place” (DAP, Incoterms 2020) to the place of destination at Graf-Zeppelin-Str. 3, 14542 Werder (Havel), Germany.
- Agreed delivery dates are binding.
- The Seller shall immediately inform CONDIO of any impending or direct delay in delivery, the reasons for such delay and the anticipated duration of such delay. The foregoing shall not affect the occurrence of a default in delivery.
- In case of default in delivery CONDIO reserves all rights under applicable law.
§ 7 Passing of Risk
The risk of accidental loss or accidental deterioration of the Goods shall pass to CONDIO upon proper and complete delivery at the agreed place of delivery.
§ 8 Liability, Warranty
- CONDIO reserves all rights and remedies for non-conformity provided by applicable law. CONDIO is especially entitled, at its discretion, to claim remedy of defects, delivery of conforming goods, and damages.
- In case of imminent danger CONDIO is entitled, after giving notice to the Seller, to remedy the defects on the Seller’s cost.
- Warranty claims shall be time-barred after 24 months of the passing of risk.
§ 9 Product Liability, Insurance
- The Seller shall, upon first demand, indemnify and hold CONDIO harmless from and against any and all claims of third parties based on the manufacture, delivery, storage or use of the delivered Goods. The above indemnification shall not apply if the claim is based on CONDIO’s intentional or grossly negligent breach of duties.
- During the term of the Contract, the Seller is obliged to maintain product liability insurance with an adequate minimum insurance amount of EUR 10 Million for each single occurrence of personal or property damage. Further claims for damages shall remain unaffected. Upon CONDIO’s written request, the Seller shall immediately provide CONDIO with current confirmation from its insurer regarding the product liability insurance.
§ 10 Defect of Title
- The Seller warrants that the Goods are free from rights of third parties and that delivery of the Goods does not violate any rights of third parties. The Seller shall indemnify CONDIO, upon first demand, from any claims of third parties in this regard.
- Claims based on defect in title shall be time-barred pursuant to sec. 8.3.
§ 11 Confidentiality
- The Seller undertakes to treat all information and materials disclosed by CONDIO or otherwise obtained in the course of the cooperation between the Parties as confidential.
- The Seller is only entitled to name CONDIO as a reference for third parties with the prior written consent of CONDIO.
§ 12 Applicable Law, Jurisdiction
- Each Contract shall be governed by the laws of the Federal Republic of Germany (excluding the UN-Convention on Contracts for the International Sale of Goods).
- Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with Contract shall be Potsdam (Germany).