Terms and conditions of purchase

General terms and conditions for purchase, work and services, and labour and material agreements

As of September 2022


1.         Scope

1.1      These General Purchasing Conditions (“ Purchasing Conditions ”) apply to all contracts for deliveries and services of the contractor (“ contractor” or “ contractor ”) with Steinbeis Papier GmbH Steinbeis Energie GmbH EBS Concept GmbH or B+S Papenburg Energie GmbH , individually or jointly as the client (" AG "). If the contractor has acknowledged them, they will become part of all future contracts between the contractor and the client, even if they are not expressly mentioned in later contracts.

1.2      These terms and conditions of purchase apply in relation to contractors who are entrepreneurs within the meaning of Section 14 of the German Civil Code, legal entities under public law and special funds under public law.

1.3      The AG contradicts the general terms and conditions of the AN. They do not become part of the contract unless the customer has expressly agreed to their validity in writing. The receipt of deliveries or services by the contractor does not mean that the customer agrees to the general terms and conditions of the contractor.


2.         Orders, conclusion of contract, written form

2.1      Offers and cost estimates by the Contractor are free of charge unless otherwise agreed in writing.

2.2      Deliveries and services of the AN that are subject to a charge require an order from the AG. Orders and changes to orders are only binding if they are issued by an authorized representative of the AG. Orders placed verbally, by telephone or using other means of long-distance communication must be confirmed in writing, stating the order number.


3.         Requirements for deliveries and services, dates and deadlines, Incoterms

3.1      At the time of delivery or acceptance, deliveries and services must correspond to the individually made agreements in terms of execution, scope and classification, have other owed quality features and, if assembly is to be carried out by the contractor, meet the assembly requirements at the time of completion or acceptance. If, when executing a contract, the AN recognizes that deviations from the originally agreed specification are necessary or expedient, he must inform the AG immediately.

3.2     For deliveries of goods, the delivery conditions " Delivered Duty Paid (DDP) Incoterms ® 2020" apply to the destination or, if no such has been agreed, the receipt of goods . If acceptance by the AG is required by law or agreed, dates, place of performance and transfer of risk refer to the declaration of acceptance by the AG.

3.3     Agreed delivery and service dates or deadlines are binding. A delivery or service before the agreed delivery or service date requires the prior written consent of the customer. The acceptance of early deliveries does not change the due date of the payment to be made. The AN must notify the AG immediately in writing of foreseeable exceeding of dates and deadlines for deliveries or services, stating the reasons and the expected duration of the delay. Irrespective of this, in the event of default, the client is entitled to the statutory claims and rights without restriction. According to these, the AG is entitled, among other things, to demand compensation for the damage caused by the delay. The acceptance of late delivery or service does not constitute a waiver of claims for damages.

3.4     Partial deliveries as well as excess or short deliveries are not permitted unless otherwise agreed. The client reserves the right to recognize them in individual cases.

3.5     Documents accompanying the delivery required for the delivery, proof of origin as well as storage, assembly and operating instructions issued in official EU languages as well as safety data sheets are part of the Contractor's obligations to perform. Documents (or data carriers) to be submitted, also in the official EU languages, which are required for the maintenance and repair of the delivery recommended by the manufacturer.

3.6     If the contractor has assumed manufacturing obligations or services, he is not entitled, without the prior written consent of the customer, which will not be refused without good reason, to transfer his obligations under the contract, either in whole or in part, to third parties (e.g. subcontractors) or to to have the services and work assigned to him performed by third parties. The companies affiliated with the AG within the meaning of §§ 15 ff. AktG are also to be regarded as third parties (subcontractors).

3.7 In order to fulfill       the contract, the Contractor must ensure that the contractual services correspond to the agreed technical specifications. The Contractor is obliged to make records of tests he has ordered or carried out in this context and to digitally archive all test, measurement and control results for at least 10 (ten) years. If necessary, in particular in the event of damage, the AG shall be given access to these documents by the AN after prior request and is entitled to make copies.


4.         Notification of defects, transfer of risk, shipping, documents, packaging

4.1      Deliveries of goods are subject to an incoming goods inspection to the extent that is customary within the framework of the customer's inspection and complaint obligations under § 377 HGB. As a rule, a random check of the characteristics that characterize the goods is sufficient. A notice of defects in goods that have been inspected in the ordinary course of business will be reported within 5 (five) working days after delivery, and hidden defects within 5 (five) working days after discovery.

4.2      The contractor bears the risk of accidental loss or accidental deterioration of the goods until their contractual delivery. If acceptance by the AG has been agreed or is provided for by law, the transfer of risk takes place upon acceptance, or if formal acceptance has been agreed upon the signing of an acceptance protocol by a person authorized by the AG.

4.3      The customer's order number must be stated on invoices and in shipping documents. Each delivery must be accompanied by a delivery note that contains the date (issuance and dispatch), order and material number, list of the batches delivered, description of the goods, delivery quantity and weight. Delivery notes are to be issued separately for each order to be delivered . If the delivery note is missing or incomplete, the client is not responsible for any resulting delay in processing and payment.

4.4     The Contractor must observe the Client's specifications for shipping the goods. Regulations on the transport of dangerous goods must be observed; Label dangerous goods accordingly. Otherwise, the goods must be packaged in such a way that regulations for safe transport to the destination are observed and transport damage is avoided. Only environmentally friendly, recyclable packaging materials may be used. The Contractor must recycle or dispose of transport packaging at its own expense.


5.         Special obligations of the Contractor in accordance with the Electronic ( electronics ) Devices Act , Electronic (electronics ) Substances Ordinance and RoHS and REACH Ordinance

5.1      Electrical material, devices and machines must comply with the applicable standards, DIN, VDE, CE and relevant legal regulations, regardless of agreed characteristics . In the case of technical work equipment in particular, the applicable, relevant accident prevention regulations as well as the safety and occupational ­health regulations must be complied with during construction and execution . Insofar as deliveries fall within the scope of the Electrical and Electronic Equipment Act, the contractor must comply with the current regulations ( ElektroG ) - and, if the effects also affect the client, support them.

5.2      The Contractor undertakes to comply with the requirements of Directive 2011/65/EU, Directive 2015/863 and successor directives on the restriction of the use of certain hazardous substances in electrical and electronic equipment (“RoHS”) as well as the requirements of national implementations, in particular the Ordinance on Restriction of the use of hazardous substances in electrical and electronic equipment (Electrical and Electronic Equipment Substance Ordinance - Elektro- StoffV ). Electrical and electronic devices must be provided with special markings and information according to § 5 ElektroStoffV . Devices and products are to be provided with a proper CE marking in accordance with § 7 ProdSG, as far as necessary and permissible.

5.3      If the goods to be delivered are "hazardous substances" i. S. of the Ordinance on Hazardous Substances, labeling, classification and the rules for handling these must be communicated to the AG in writing upon delivery at the latest. Substance bans must be taken into account.

5.4       Working materials that fall under the provisions of Regulation EC No. 1907/2006 on the registration, evaluation, authorization and restriction of chemical substances (“ REACH-VO”) in its current version must comply with the specified provisions . The AN shall provide the AG with the current safety data sheet in German in paper form and electronically at the latest upon delivery.


6.         Prices, terms of payment, offsetting, right of retention

6.1      Agreed prices are binding. The prices for the delivery of goods include the Seller's obligations in accordance with DDP destination, Incoterms ® 2020. The prices are net prices; the statutory sales tax must be shown separately and at the applicable rate when the invoice is issued. The billing of services to be remunerated at cost is only recognized on the basis of proof of the service time, which is signed by an employee named by the AG to the AN.

6.2      Invoices are to be submitted separately from deliveries or services to the agreed invoicing office of the AG, unless otherwise agreed, in EUR, preferably in PDF format, digitally and must be verifiable. Order reference (order number, order date, quantity and price), the number of each item or batch and the delivery note number must be specified. Duplicate invoices must be marked as duplicates.

6.3      Payment is made after invoicing, but not before complete, defect-free delivery and service or acceptance, if such has been agreed or provided for by law, within 30 days net or within 14 days with a 3% discount. In the event of defects or incomplete performance, the AG is entitled to assert objections against the payment obligation to which it is entitled. In such cases, the cash discount period will be suspended accordingly.

6.4      Declarations of retention of title by the Contractor that go beyond the simple retention of title will not be recognised.

6.5      The Contractor is entitled to offset against the Client's claims if his claims have been legally established, recognized or are undisputed. The contractor can only assert a right of retention if his counterclaim is undisputed or legally established and is based on the same contractual relationship. The AG is entitled to offset the AN's claims against its own claims against the AN, provided that there is an offsetting situation.


7.         Termination, resignation

7.1     The AG and AN are within the framework of the statutory provisions to withdraw from the contract or to terminate the contract contract for good cause, e.g. in the case of long-term obligations or contracts for work and services. The free right of the AG to terminate according to § 648 BGB with the effects on remuneration claims of the AN described there remains unaffected.

7.2     The declaration of rescission or termination must be made in writing, in the case of termination for an important reason stating the relevant reason for termination. After the end of the contract, the contractor must immediately return the objects, documents and documentation provided to him by the customer in the form in which he received them.

7.3     If the contract is terminated by the client for an important reason, the client will reimburse the contractor for the services rendered in accordance with the contract up until receipt of the notice of termination, on the basis of the agreed prices, based on the partial delivery/partial service rendered. Claims for damages by the AG remain unaffected if the AN is responsible for the circumstances that lead to the termination for good cause.


8.         Assignment, seizure, retention of title

8.1      The contractor is not entitled to assign his claims against the customer to third parties or to have them collected by third parties without the prior consent of the customer, which may not be unreasonably withheld. This also applies to the right to fulfillment of the contract. If the AN assigns claims to third parties without the consent of the AG or has them collected by third parties, the AG can choose to make payments to both the AN and the third party with discharging effect. If the Contractor is supplied with goods/primary material under extended retention of title, which he resells to the Client, approval within the meaning of sentence 1 is deemed to have been granted.

8.2      The AN must inform the AG immediately of seizures, confiscations or other disposals by third parties with regard to the deliveries owed by the AN.


9.         Provision of objects by the AG

9.1     All samples, models, drawings, plans, sketches and other technical documents provided to the Contractor remain the property of the Client, copyrights or other industrial property rights remain with the property right holders. The client's property must be treated with care, new property of the client must be marked accordingly, stored separately from other products of the contractor and insured against loss and other damage by the contractor at his own expense. At the request of the customer, the contractor must return the models, tools and devices free of third-party rights to the customer, unless he has to fulfill current delivery contracts with the customer with the help of these.

9.2     Items manufactured by the Contractor, which were developed and designed by the Contractor for the Customer at its expense, may only be sold to the Customer. The Contractor undertakes not to use these for advertising purposes either.

9.3     The AN shall process or transform the items provided to him by the AG for the AG. If such items are processed with other items not belonging to the AG, the AG acquires co-ownership of the new item in proportion to the value of the AG's object to the other processed items at the time of processing.

9.4      The Contractor shall keep the Client's material provided to him with the diligence of a prudent businessman. He will inform the client immediately if attachments or other security measures could affect his property.


10.      Warranty, Statute of Limitations, Contractual Liability

10.1    Claims by the AG for material defects and defects of title as well as the other contractual liability of the AN are based on the provisions of the following sections in Sections 10.2 and 10.3 and the supplementary statutory provisions, unless they result from a written contractual agreement between the AN and the AG results in something else.

10.2    The Contractor guarantees that the delivery has the agreed properties (among other things in terms of type, quantity, quality, functionality, compatibility, interoperability), is suitable for the use stipulated in the contract and comes with the agreed accessories, instructions including assembly and installation conditions upon delivery or Acceptance, if such has been agreed, is handed over. If no quality agreement has been made, the delivery must meet the objective requirements of Section 434, Paragraph 3 of the German Civil Code. If the AN owes the AG a work success, this must be proven upon acceptance. Compliance with the current state of the art, relevant legal provisions including the regulations and guidelines of authorities, professional associations and specialist associations must be taken into account by the Contractor for all deliveries and services.

10.3    In the event of defects, the AG is entitled to assert the statutory claims for defects without restriction. For this purpose, he can demand supplementary performance from the contractor - in the case of deliveries of his own choice - by remedying the defect, new delivery or, in the case of work services, the production of a new work. The contractor must bear the expenses required for the purpose of subsequent performance. If the customer has installed a defective delivery in another item or attached it to it before the defect became apparent, the contractor is obliged to reimburse the customer for the necessary expenses for removing the defective and installing or attaching the repaired or delivered defect-free item thing to replace.

10.4    Claims for damages and recourse claims by the AG, regardless of the legal reason, are based on the statutory regulations.

10.5 Claims for defects become statute-barred after three years, unless a longer statutory period applies. The statute of limitations begins upon delivery or upon acceptance by the AG, if acceptance has been agreed or is provided for by law. If the regular statutory limitation period applies, it begins to run in accordance with the statutory provisions in Section 199 of the German Civil Code.


11.      Non-contractual product liability, product liability law, insurance

11.1    Insofar as third-party claims are asserted against the AG due to a product defect in the item delivered by the AN, the AN must indemnify it from all resulting claims and support the AG in defending against such claims if the AN is liable under non-contractual product liability or under the Product Liability Act is.

11.2    The Contractor must keep all documents and documentation relating to the delivery for a period of at least 10 (ten) years after the end of the contract and, if there is a conclusive written representation of a legitimate interest of the Client, leave them to the Client to pursue its rights. In the event of a product liability case for which the AN is responsible, the AG is entitled to demand reimbursement of the damage incurred by the AG from this, including reasonable legal costs. The damage also includes the costs of a precautionary recall action, insofar as it was legally required or ordered by the authorities, taking into account the risk of imminent damage to life and limb of the product users or third parties and to protect the customers of the AG or external third parties at the AG's dutiful discretion has been.

11.3    The Contractor shall insure himself against all risks from Section 10 and Section 11 in an appropriate amount for personal injury, property damage and financial loss (if he falls within the circle of those responsible within the meaning of Section 11.1), including a callback insurance at his own expense and provide proof of insurance to the AG upon request. The insurance protection, possibly also that of an environmental liability insurance, must be maintained during the term of the contractual relationship with the client.


12.      Rights of use, property rights of third parties

12.1    Insofar as the delivery or service contains copyrighted inventions or industrial property rights, the Contractor - unless otherwise expressly agreed in writing - grants the Client a non-exclusive, transferrable right to use and exploit them that is unlimited in terms of time, content and location, and is entitled to use them for the contractual purposes.

12.2    Insofar as license fees are incurred for the contractual use or exploitation, the contractor must notify the client in writing in good time before the conclusion of the contract, at the latest when the offer is submitted. Otherwise, if subsequent licensing by the AG is required, he has to bear the additional costs incurred by the AG as a result.

12.3    The Contractor shall be liable for ensuring that the goods delivered by him are free of third-party rights and that their delivery or contractual use, also in connection with or in interaction with other items that are to be expected, do not incur any patents or other property rights of third parties within the Federal Republic of Germany and the European Union are violated.

12.4    If copyrights, patents or other industrial property rights of third parties are infringed upon by the delivery or service of the Contractor during their contractual use by the Client, the Contractor is obliged to provide the rights of use or to modify the delivery item or to deliver a modified delivery item or services at his own expense to ensure that the infringement no longer exists.

12.5    If the circumstances described in the above sections of Section 12 occur, the Contractor is obliged to indemnify the Client against claims by third parties due to the infringement of copyrights, patents or other industrial property rights, as well as the costs and damages in connection with the claim, to be borne if they are not remedied. The AN must provide the AG with all information and documents required for defense immediately and free of charge, insofar as this is reasonable for him. The Contractor will inform the Client immediately of any risks of an infringement of rights that become known and counteract claims as far as reasonable.


13.      Export Control and Customs

13.1    The contractor undertakes to observe and comply with all relevant export control and customs regulations up to the destination of the goods.

13.2    If the contractor violates such a provision and if the customer is therefore unable to resell the goods, the customer is entitled to assert all damages incurred as a result as well as other rights and claims to which he is legally entitled. This also applies if claims are asserted against the AG by a third party for damages.


14.      Social Responsibility and Environmental Protection , Compliance

14.1    The client undertakes to protect human rights and protection of environmental protection-related rights and takes the necessary precautionary measures, also relating to its supply chain, in accordance with its published Code of Conduct. The contractor must ensure the requirements from this in his company organization and set up a risk management system in relation to his supply chain.

14.2 Insofar as the Contractor falls within the scope of the Supply Chain Due Diligence Act ( LkSG ), it will set up a corresponding risk management system and fulfill the due diligence requirements relating to its company and the supply chain.

14.4 The Contractor must take reasonable measures to ensure that its employees and the employees employed by its subcontractors or suppliers receive remuneration in compliance with statutory minimum wage regulations/the Posted Workers Act.


15.      Activities on the premises of the AG

15.1    Insofar as the AN or employees of the AN work on the premises of the AG, they must comply with the assembly guidelines, construction site regulations and safety instructions available to them. These are made available online on the client's website in the current version, see: www.stp.de/lieferanten.

15.2    If there are serious violations of occupational health and safety, the client is entitled to terminate the contract if the contractor does not stop the violations immediately after warning.


16.      Force majeure

16.1    If a contracting party is prevented from fulfilling its contractual obligations due to force majeure, it shall be released from its obligation to perform for the duration of the obstacle and a reasonable start-up period, without being obliged to pay damages to the other contracting party. The same applies if a contractual party is unable to fulfill its obligations due to unforeseeable circumstances for which the AG is not responsible, in particular due to official measures, official orders, measures or restrictions due to an epidemic (in particular the Covid-19 epidemic), lack of energy, power failure, failure of telecommunications connections or significant operational disruptions due to external influences, is temporarily made impossible.

16.2    Force majeure includes non-foreseeable obstacles that occur independently of the will and influence of the party invoking them, such as natural disasters, terrorist attacks, political unrest, epidemics, official measures, blockades, sabotage, embargoes, strikes, the The contracting party affected by force majeure will promptly inform the other party of the occurrence of such an event.

16.3    Each contracting party is entitled to withdraw from the contract if an obstacle caused by force majeure lasts more than 3 (three) months without interruption and the fulfillment of the contract is no longer of interest to them as a result of the obstacle.


17.      Quality Assurance and Quality Control

17.1    Within the scope of its possibilities, the contractor must use a type and scope of suitable, state-of-the-art, certified quality assurance management in accordance with ISO-9001 and provide evidence of this to the client upon request. The Contractor must keep regular records of the quality checks it has carried out and make these available to the Client at short notice in the event of quality deviations. Content specified in a quality assurance agreement between the parties takes precedence.

17.2    If the implementation of a special quality control in the presence of both contracting parties is contractually provided for, each contracting party shall bear the costs incurred for this.


18.      Confidentiality

know -how , received from, obtained from or disclosed by the other party How and other tools (“ Confidential Information ”) exclusively to fulfill its obligations, to treat them as strictly confidential, to take appropriate security measures to protect them and not to disclose them to third parties without the consent of the other party, which must be given in writing available as long as they are not made generally accessible by authorized persons. The requirements of the law on the protection of trade secrets (GeschGehG) must be observed.


19.      Place of performance, applicable law, place of jurisdiction

19.1    The place of performance for deliveries is the destination specified in the order/contract or the place of acceptance, if such has been agreed or is provided for by law.

19.2    German law applies to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG, UN Sales Convention).

19.3    If the Contractor is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the place of jurisdiction for all disputes arising directly or indirectly from or in connection with a contractual relationship is the place of business of the respective AG. This also applies if the Contractor is an entrepreneur within the meaning of Section 14 of the German Civil Code. However, the AG is entitled to sue the AN at the general place of jurisdiction of the AN or at any other permissible place of jurisdiction.

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