GTC

General Terms and Conditions of Purchase

Section 1 Scope, other contracts and annexes

1. The following terms and conditions of purchase of NORDWEST Handel AG (“NW”) apply, now and in the future, for all contracts concluded between NW and the supplier on the delivery of goods, even if they are not expressly agreed or if NW accepts the delivery without reservation in awareness of different supplier terms and conditions.

2. By confirming an order or executing a delivery without reservation, the supplier declares its acceptance of the NW terms and conditions of purchase.

3. All agreements between NW and the supplier are documented in the individual purchase contracts and these terms and conditions. Additional individual contractual regulations may apply for certain goods (e.g. own brands).

4. The “Terms and conditions of delivery for the Gießen warehouse” are enclosed as ANNEX I and are an integral part of these terms and conditions.

Section 2 Orders and conclusion of a contract

1. Orders are only legally binding if they are issued in writing (incl. by fax, email or electronic data transfer). Receipt is assumed upon submission of a delivery report by NW.

2. The supplier must confirm every order that it wishes to accept in writing, indicating the details of the order (especially the price, delivery date and delivery quantity).

3. If this does not occur within the deadline agreed in the individual contract, otherwise within 10 calendar days of receipt, NW is no longer bound to the order.

Section 3 Terms of delivery and duty of disclosure

1. The delivery date or delivery period indicated by NW is binding for the supplier.

2. Unless otherwise agreed in writing, the delivery period is 10 working days after receipt of the order by the supplier.

3. If the supplier is late with a delivery, NW is entitled to exercise its statutory rights.  In addition, NW may demand a contractual penalty of 1% of the order value per week, up to no more than 5% of the order value. This amount must be credited against any damages claimed as a result of the delay. The supplier reserves the right to prove that no damages were suffered or that their actual amount was lower.

4.  If the supplier exceeds the deadline by more than 5 working days despite the agreed, binding delivery period, NW may, irrespective of any further claims, withdraw from the contract and purchase the agreed goods elsewhere and/or demand compensation due to non-fulfilment. Delivery takes place DDP (delivered duty paid, Incoterms 2010) to the NORDWEST Gießen warehouse or a different delivery address indicated by NW, unless otherwise agreed in writing.

Section 4 Special conditions for catalogue goods

1. Prior to the commencement of a catalogue period, NW shall inform the supplier of the products listed as well as the quantities forecast by NW. The supplier is obliged to immediately inform NW if delays are expected.

2. The supplier shall hold the specified quantities in stock and deliver these within 10 working days upon request. The supplier shall also inform NW once 2/3 of these quantities have been called so as to give NW the opportunity to place new orders in good time.

3. If a product is removed from the supplier’s product range or is substantially modified, this must be communicated to NW well in advance so that this can be taken into account when preparing the catalogue. Changes in production that influence the quality of the product must also be communicated in good time.

Section 5 Partial deliveries and excess deliveries

Partial deliveries are not considered fulfilment of an order, unless NW has expressly approved such deliveries. If insufficient quantities are detected, NW may demand a credit in the amount of the purchase price plus associated costs or it may adjust the invoice accordingly and immediately submit a reduced payment.  NW may return excess deliveries that have not been agreed to the supplier at the supplier’s expense.

Section 6 Right of return

Without reference to the conditions in Sections 12 and 13, NW may return the delivered goods within two years in return for a full credit of the invoice amount. The reason for the return must be a stock clearance of non-moving goods, e.g. due to a change in the supplier’s product line. Returned goods must be in a saleable condition in their original packaging. The right of return does not apply for NW brands or custom-made products.

Section 7 Packaging and labelling

1. Every article (shipping unit) must be labelled with the corresponding Nordwest article number, EAN/GTIN number and the legally prescribed mandatory information.

2. If the goods are not labelled for a reason for which the supplier is responsible, Nordwest reserves the right to retroactively label the articles and charge the additional costs on to the suppliers.

Section 8 Shipping

1. The charging of packaging, loading equipment and tools is not recognised.

2. In the event of international deliveries, the supplier is responsible for complying with the legal and customs regulations, especially those of the European Union, and is liable for any damages resulting from non-compliance for which it is responsible.

Section 9 Prices

1. Prices are considered fixed net prices, delivered duty paid (DDP Incoterms 2010), including packaging, excluding the relevant value added tax.

2. Price changes must be communicated to the NW department in writing with a notice period of six months.

Section 10 Terms of payment

1. Payment takes place after full receipt of the goods and the invoice. All supplier invoices must state the order number indicated by NW.

2. The invoice amounts are settled in accordance with the separately negotiated terms of payment. If a NW supplier contract exists, the regulations in the contract apply accordingly. If no terms of payment are agreed, NW shall effect payment within 22 days with a 3% early payment discount.

3. The receipt of the shipment or the receipt of the invoice by NW, if the latter was received later than the goods, is decisive for the start of the early payment period.

Section 11 Offset and retention

The supplier is only entitled to offset or assert rights of retention if the counterclaims are legally established or undisputed.

Section 12 Notices of defects

1. Notices of defects as defined in Section 377 et seqq. HGB (German Commercial Code) are considered to have been submitted on time if they are submitted within 10 days of complete delivery of the goods. If a concealed defect exists, NW is obliged to submit a complaint within 10 days of discovery.

2. The defective goods are then either returned to the supplier by NW, or stored for an agreed period by until collection, both at the supplier’s expense.

Section 13 Warranty, rights of third parties, product liability

1. NW is entitled to the full statutory claims for defects in relation to the supplier unless otherwise regulated below.

2. The supplier is liable to NW and its members for all consequences of infringements of copyrights, patents, utility models and other provisions as well as other third-party rights for which it is responsible. If claims are raised against NW or its members due to copyright infringements or infringements of other industrial property rights, the supplier must indemnify NW or the member and shall take over all the costs to the extent that it is legally responsible for the errors resulting in the liability.

3. The supplier is responsible for the correct designations of quality and origin in the invoice. Moreover, the supplier guarantees that the delivered goods particularly comply with the national and European statutory and official regulations for the sale and use of these kinds of goods (e.g. GPSG, DIN, VDE, VDI, TÜV/GS BauPVO,CE etc.). Associated certificates (e.g. of goods for which confirmation of safety is required) must be submitted to NW upon request.

4. The supplier must, in particular, comply with the provisions of the product liability legislation and corresponding regulations in other countries and the European Union and, in particular, refer to specific dangers associated with the product in a manner that is clear for end users.

5. If claims for damages resulting from personal injury, property damage and/or financial losses are raised against NW or its members due to a product error, the supplier must indemnify NW or its members from such claims to the extent that it is legally responsible for the error that caused the liability. This also applies if the supplier/manufacturer follows the suggestions of NW in the construction or design and did not refer to the resulting risks in writing.

6. The supplier is obliged to obtain and maintain adequate product liability insurance.

7. The period of limitation for claims for defects is 36 months from the transfer of risk, unless otherwise agreed.

Section 14 Conformity and banned substances

1. The supplier shall comply with the REACH Regulation (Regulation EC No. 1907/2006) with regard to the goods, including packaging, delivered to NW in the warehouse business or to NW members in the drop shipment business. The supplier is obliged to ensure that it or upstream suppliers (pre)register all substances delivered to NW, if REACH registration obligations apply. If the supplier does not have a registration obligation under the REACH regulation itself, it shall ensure that its upstream suppliers are committed to meeting their REACH obligations.

2. The supplier shall transfer all information and documentation required based on the REACH Regulation to NW within the deadlines specified in REACH and shall immediately forward the information provided by its upstream suppliers to NW.

3. If customers, competitors or authorities raise claims against NW due to a breach of the REACH regulations that relate to one of the supplier’s products, NW is entitled to demand that the supplier indemnifies it from these claims or reimburses the damages caused due to the failure to comply with REACH.

4. The aforementioned obligations apply accordingly (with the exception of the registration obligations) if the supplier is domiciled in a non-EU country.

5. Furthermore, the supplier shall comply with the provisions on the law governing the marketing, return and environmentally sound disposal of waste electrical and electronic equipment (ElektroG) and take over the resulting obligations for NORDWEST. In this respect, the supplier shall, in particular, affix the labelling required under Section 7 ElektroG to the contractual object, and register with the national register for waste electric equipment (EAR) at no cost to NORDWEST. Products are considered defective if they do not comply with the ElektroG’s labelling requirements. In this case, NORDWEST is not obliged to accept the products.

6. The supplier must ensure the proper return, treatment and disposal of all devices delivered under this contract after the end of their useful life in accordance with the statutory provisions of the ElektroG.

7. The supplier shall collect all transport and secondary packaging free of charge in line with the Packaging Ordinance (Verpackungsverordnung) and, upon conclusion of the contract, shall provide the written evidence that the packaging used is licensed in an approved packaging collection system and that the costs of disposal are already paid. If the supplier does not meet this obligation, the buyer is entitled to proceed with the disposal at cost to the supplier.

8. The supplier gives its assurance that all requirements and bans on substances as stipulated in the statutory provisions that apply for the European Union are complied with (especially: Regulation on substances that deplete the ozone layer (EC No. 1005/2009), Regulation on certain fluorinated greenhouse gases (EC No. 842/2006) and the Directive on batteries and accumulators (2006/66/EC)). Moreover, the supplier gives its assurance that its products comply with the current limit values under the RoHS Directive (2011/65/EU). This also applies for products that do not fall within the scope of the Directive. Only products that can clearly not be parts of electronic products are excluded.

9. The supplier shall satisfy all the provisions of the German Construction Products Ordinance (BauPVO) (regulation EU 305/2011) and guarantees to NW that it complies with all information, labelling, performance declaration and reporting obligations. The supplier shall transfer all declaration to NW in writing, in German, no later than with delivery. At the request of NW, the supplier must transfer all necessary declarations and documents in the languages in which Regulation EU 305/2011 applies no later than with delivery. The above also applies for compliance with all regulations relating to construction products under national provisions not harmonised in Regulation EU 305/2011.

10. If a commitment made in this regulation is breached, this shall be considered an inherent product defect.

Section 15 Discretion

The existence and all the details of an order must be treated as confidential. The supplier and NW shall also impose this confidentiality requirement on their employees. Claims for damages remain reserved in case of infringements.

Section 16 Social responsibility

The supplier shall commit itself and its subcontractors to comply with ethical guidelines, especially the principles of UN Global Compact, the ILO conventions, the Universal Declaration of Human Rights of the United Nations, the UN Conventions on the Rights of the Child as well as the OECD Guidelines for Multinational Enterprises.

Section 17 Industrial property rights

1. The supplier grants NORDWEST permission to use the article data, figures, photos, image data or photo samples transferred as part of the business relationship free of charge and without restriction for the duration of this contract. NORDWEST gives its assurance that it shall not use these for non-business purposes, but exclusively to promote the sale of the supplier’s products to or by NORDWEST members and customers, or for associated publications and presentations.

2. The supplier shall transfer NORDWEST the right to grant simple rights of use to the transferred data to its members, but only for the aforementioned purposes and within the aforementioned scope.

3. After the termination of the contract, NORDWEST may continue to use the data and figures indicated in subsection 1 as long as the associated goods are in the current catalogues or need to be sold-off from the warehouse, however for a maximum of five years from the end of the contract.

4. The supplier gives its assurance that it is able to freely use the image and data material supplied to NORDWEST and that it is free of third-party rights.

5. The supplier indemnifies NORDWEST from third-party claims that are raised against NORDWEST even though NORDWEST has complied with the provisions in subsection 1.

Section 18 Severability clause

If individual provisions of these terms and conditions are or become invalid, this shall not affect the validity of the remaining provisions.

Section 19 Contract language, place of fulfilment, place of jurisdiction, applicable law

1.  The contract language is German.

2. The place of fulfilment for deliveries and payments (including cheque disputes) are the headquarters of NW or the destination indicated by NW in the order.

3.  The exclusive place of jurisdiction for all disputes that arise between the supplier and NW are the headquarters of NW, if the supplier is a merchant. NW is also entitled to initiate legal proceedings at the supplier’s domicile.

4. German law shall apply exclusively to the exclusion of the UN Convention on Contracts for the International Sale of Goods.