通用條款及細則

 

 

Union Knopf集團的通用銷售條款

 

All purchase orders placed by us are subject to the Terms and Conditions of Purchase set forth below. These Terms and Conditions will also apply to all future transactions even if not explicitly agreed to in each case. Any exception to these Terms and Conditions will be valid only if agreed to by us in writing. Any terms and conditions of the customer that we have not explicitly acknowledged in writing will be immaterial even if we fail to explicitly object to such terms and conditions.

  • 1.Quotations, Scope of Delivery
    • 1.1 Our quotations are subject to change. Understandings made orally, in person or by telephone will be valid only if confirmed in writing.
    • 1.2 Samples only approximate the characteristics of goods. Documents related to our quotations such as brochures, photos and drawings as well as weights and measures will be considered only approximations unless explicitly specified as binding by us. Order confirmations will be exclusively determinative for the purposes of definition of the quality of goods and services.
    • 1.3 Our written order confirmations will be determinative for the purposes of definition of the scope of delivery. In the absence of such written confirmation, our quotation will be determinative. Collateral agreements and changes must be confirmed in writing by us.
    • 1.4 We reserve the right to deviate from quantities by ± 10 per cent. We will charge for the quantities actually delivered.
  • 2.Prices and Conditions of Payment
    • 2.1 Prices apply ex works, including packaging. The list prices as of the time of shipment of the goods will apply in the case of products from our standard line of products.
    • 2.2 In the case of shipments to other countries, the customer will bear all duties, fees, taxes, costs for technical certification, etc., incurred outside the Federal Republic of Germany. This will also apply accordingly to the cost of any necessary legalization of certificates of origin, invoices for consular services, etc.
    • 2.3 The customer may not offset counterclaims or exercise any rights of retention unless claims of the customer are undisputed or legally enforceable.
    • 2.4 If it should become apparent after execution of a contract that our claim to payment is at risk due to inability to make payment, we may refuse to make shipment and require that the customer either make payment upon delivery within a period specified by us or provide appropriate security. In the event this period should elapse with no response from the customer, we may cancel the order and demand reimbursement of expenses incurred. No such period of notice will be required if the customer seriously and definitively refuses to make payment or if special circumstances exist that justify immediate cancellation of the contract by us after weighing the interests of both sides.
  • 3.Delivery Time
    • 3.1 Dates and deadlines specified in our order confirmations or otherwise agreed with the customer will be binding. Compliance with such dates and deadlines by us presupposes timely receipt of all documents to be supplied by the customer as well as compliance with the agreed conditions of payment and other obligations by the customer. If these conditions are not met in a timely manner, delivery or performance will be delayed accordingly.
    • 3.2 Delivery will be considered to have been made on a timely basis if the goods are ready for shipment or collected by the delivery date. If shipment is delayed for reasons attributable to the customer, delivery will be considered to have been made on a timely basis upon notification of completion or availability for shipment by the agreed delivery date.
    • 3.3 Partial shipments are permissible insofar as the customer can be reasonably expected to accept such shipments.
    • 3.4 If we are prevented from performing our obligations due to the occurrence of unforeseeable unusual circumstances affecting our operations or those of our suppliers that we could not preclude despite all due care in view of the given circumstances, for example, disruption of operation, governmental intervention, delays in the delivery of essential raw and building materials, delivery will be postponed by the duration of any such occurrence unless delivery or performance is rendered impossible. In the event delivery or performance should become impossible due to the circumstances mentioned above, we will be released from our obligation to make delivery.

      We may rely on the circumstances mentioned here only if we notify the customer accordingly without delay.

      In the event delivery or performance should become impossible, the customer may set a reasonable period for delivery and cancel the order if we fail to make delivery within that period.
    • 3.5 If the operations of the customer should be affected by any of the above-mentioned circumstances, the same legal consequences will also apply in respect of the customer’s obligation to accept delivery.
  • 4.Shipment and Passage of Risk

    The risk of loss or damage will pass to the customer upon shipment. If shipment is delayed for reasons lying within the sphere of influence of the customer or the customer’s agents, the risk of loss or damage will pass to the customer as of the day of readiness for shipment.

  • 5.Retention of Title
    • 5.1 Shipped goods will remain our property after shipment until we have received payment in full of the agreed price, including all amounts already due or that will become due.
    • 5.2 The customer may resell the goods in the course of ordinary business activity. The customer hereby assigns to us any claims arising from the resale of goods to which we retain title, including in particular claims for payment against the purchasers of such goods, and we accept such assignment. The customer will notify its debtors of such assignment at our request. The customer will notify us of the outstanding receivables and the names of the respective debtors.
    • 5.3 The customer is authorized to collect amounts owed us in connection with the resale of goods. We may revoke such authority to make collection in the case of arrears on payments owing to us or if we become aware of circumstances that from a commercial point of view would compromise the creditworthiness of the customer.
    • 5.4 Goods to which we retain title are processed for us as the manufacturer within the meaning of § 950 of the German Civil Code (Bürgerliches Gesetzbuch – BGB). If goods to which we retain title are processed or combined with other physical objects that are not our property, we will automatically acquire rights of joint ownership in the new object in proportion to that share of the combined net invoiced value of the goods to which we retain title and other goods that corresponds to the net invoiced value of the goods to which we retain title as of the time of processing or combination.
    • 5.5 The customer may not assign any security interest in goods to which we retain title. In the case of any action, and in particular any form of attachment, by a third party against goods to which we retain title, the customer will identify us as the owner and notify us without delay, providing a copy of the judicial order.
    • 5.6 We may in the case of breach of contract by the customer cancel the order and demand the return of any goods delivered by us. We may also claim damages in any such case.
    • 5.7 If the value of any securities provided exceeds our claims by more than 20%, we will, at our sole discretion, reassign or release securities if requested to do so by the customer.
  • 6.Rights of the Customer in the Case of Defects
    • 6.1 If the purchase represents a commercial transaction for the customer, the customer must notify us of any defects in writing without delay and at the very latest within one week of receipt of the goods. The customer must notify us in writing without delay upon detection of any other defect that cannot be detected within the above period even upon careful inspection.
    • 6.2 In the case of legitimate defects, we may, at our discretion, correct the defect or supply a replacement within a reasonable period of at least 14 days. If corrective work should prove inadequate, the customer may – unless the default is of negligible importance – reduce the price or rescind the contract. The customer may also claim damages or reimbursement of expenses if appropriate. If the customer should rescind the contract, the customer will return the goods to us.
    • 6.3 No further claims of the customer in respect of expenses incurred for the purposes of carrying out required corrective work, in particular for shipping, freight, materials and labor, will be honored if such expenses are increased due to the fact that the goods are subsequently brought to a location other than the delivery destination by the customer or any other party unless required by the intended use of the goods or agreed to by us upon execution of the contract.
    • 6.4 Claims of the customer for damages will exist only pursuant to section VII and otherwise be excluded.
    • 6.5 If we warrant that the goods will comply with certain specifications, the conditions pertaining to limitation of liability contained in paragraph 6.4 above will not apply.
    • 6.6 We accept no liability for the suitability of the goods for the purposes contemplated by the customer unless such purposes are stipulated in the contract.
  • 7.Limitation of Liability, Damages
    • 7.1 Unless stipulated otherwise in these Terms and Conditions, our liability for any breach of contractual obligations or any or other obligations will be governed by the relevant provisions of law. The onus for circumstances triggering a of our liability limitation lies with us.
    • 7.2We will be liable for damages – for whatever legal reason – in the case of willful misconduct and gross negligence. In the case of simple negligence, we will be liable only in the case of
      1. a) Claims arising in connection with the loss of life, personal injury or illness,
      2. b) Claims arising in connection with the breach of a material contractual obligation (i.e., an obligation that must be fulfilled to permit proper performance of the contract and may regularly be relied upon by the customer). Our liability will, however, then be limited to foreseeable and typically occurring damages.
    • 7.3 The limitations to our liability pursuant to 7.2 above will not apply in the case of concealment of a defect with intent to deceive or if we have extended a warranty on the respective products. The limitations to our liability do not apply in the case of claims of the customer under the Product Liability Act (Produkthaftungsgesetz – ProdHaftG).
    • 7.4 The customer may rescind or cancel the order due to breach of contract only if the breach can be attributed to us. The contract will otherwise be governed and construed in accordance with the provisions of law and legal practice.
  • 8.Limitation Periods
    • 8.1 The general period of limitation for claims arising from defects in materials and workmanship or defects of title is one year from the date of delivery.
    • 8.2 Special provisions of law governing real rights of third parties to the return of property (§ 438(1) no. 1 of the German Civil Code (Bürgerliches Gesetzbuch – BGB), intent to deceive on our part and claims against suppliers in the case of sale to a consumer pursuant to § 479 of the German Civil Code will apply.
    • 8.3 Contractual and other claims of the customer arising from defective goods will also become time-barred upon expiration of the periods specified under the provisions of law governing contracts unless the application of the regular legally prescribed periods pursuant to §§ 195 and 199 of the German Civil Code would result in earlier expiration of such claims under the given circumstances.
    • 8.4 Warranty periods prescribed by the Product Liability Act will apply. The legal warranty periods will otherwise apply exclusively in the case of claims for damages on the part of the Client pursuant to section VII.
  • 9.Place of Performance, Jurisdiction, Applicable Law
    • 9.1 The place of performance for all obligations arising from this Agreement is the place of our principal office.
    • 9.2 Any disputes arising from this contractual relationship will be submitted to the jurisdiction of the courts of the place of our principal office if the customer is a businessman, a public law corporation or special fund under public law. We may, however, at our discretion, take action before the courts having jurisdiction over the registered place of business of the customer.
    • 9.3 The provisions of this Agreement will be interpreted and construed exclusively in accordance with German law. Application of the United Nations Convention on the International Sale of Goods of 11 April 1980 (CISG) is excluded.
  • 10.Privacy Policy

    We reserve the right to store, transmit, modify and delete personally identifiable information on the customer. We will inform the customer thereof accordingly pursuant to § 33 of the German Federal Data Protection Act (Bundesdatenschutzgesetz –BDSG).

Union Knopf集團的購買條款

 

  • 1.General, Scope of Application
    • 1.1 These International Terms and Conditions apply for all Sellers who maintain their principal place of business outside Germany.
    • 1.2 These International Terms & Conditions of purchase (hereinafter referred to as the Terms & Conditions) are applicable to all transactions that principally invulve shipments of goods or raw materials. In the event the Seller assumes further obligations towards us, these Terms & Conditions will remain unaffected.
    • 1.3 We do not accept any general terms & conditions or other terms or conditions of sale of the Seller. This will also apply accordingly if we should fail to expressly reject any offer of the Seller pursuant to Art. 19 CISG. Even if we do accept and/or pay the purchase price after Seller makes reference to his conditions, this may not be construed as acceptance of the validity of such conditions of the Seller.
  • 2.Execution of the Agreement
    • 2.1 We will remain bound by offers (orders) we make to the Seller for a period of eight [8] days. If we do not receive notification of acceptance from the Seller within this period, the order will become null and void. The Seller will have no claims against us in any such case.
    • 2.2 The Seller must clearly identify any deviations from our order in his notice of acceptance. The same will apply as regards deviations in accompanying documents (drawings, specifications, etc.). In the event the Seller should fail to identify such deviations in his acceptance/confirmation of the order, conformity of the goods will be determined exclusively on the basis of our order.
    • 2.3 We will inform the Seller of our position as regards any such deviations that are identified in writing. Our statement will be considered to have been received on a timely basis if received by the Seller within 14 days after receipt by us of the acceptance/confirmation of the order from the Seller.
    • 2.4 We will not be bound by any statements made by the Seller in respect of the order fullowing acceptance of the order by us. Our order, possibly in conjunction with a confirmation issued by us, will be binding in any case.
    • 2.5 All understandings between us and the Seller must be made in writing. It is expressly agreed that our employees are not authorized to waive compliance with this written form requirement or use of the written form. This will also apply accordingly if any of our foreign subsidiaries places any orders in our name.
    • 2.6 Communication by e-mail and facsimile transmission will also suffice for the purposes of compliance with this requirement.
  • 3.Nature of Goods
    • 3.1 The Seller will ensure that the goods conform to the specifications contained in our order and the confirmation of the order.
    • 3.2 3.2 The Seller will further ensure that the goods are produced in compliance with the standards of the International Labor Organization (ILO) and in particular with the requirements of Conventions Nos. 29, 105, 100, 111, 138 and 182.

      We reserve the right to control compliance with the standards mentioned above by inspecting the factory of the Seller and any factories of his subcontractors ourselves or by having such inspection carried out by a third party authorized by us, who will provide the Seller with proof of such authorization. Such inspections may also take place unannounced.
    • 3.3 The Seller will ensure that the goods are in compliance with the provisions of Regulation (EU) No. 1907/2006 (REACH) and in particular with Annex XIV and Annex XVII. The Seller will further ensure that goods shipped to us do not contain any “Substances of Very High Concern” (SVHC) within the meaning of Art. 57 and 59(1) of REACH. The Seller agrees to sign the REACH statement of compliance provided by us.
    • 3.4 The Seller further warrants that the goods are in compliance with the German Ökotex Standard – Product Class 2 – and that he has observed the requirements pursuant to our list of restricted substances (Restricted Substances List – RSL). The Seller agrees to sign the corresponding statement of compliance forwarded with the order.
    • 3.5 The Seller also agrees to respect to the conditions of the Washington Convention on International Trade in Endangered Species of Wild Fauna and Flora. Non-compliance of goods with the above Convention will also constitute a material breach of contract.
    • 3.6 We reserve the right to cancel any order if we do not receive legally binding statements of compliance pursuant to paragraphs 3.3 and 3.4 above from the Seller within one week of receipt of confirmation from the latter.
    • 3.7 Non-conformity of goods with specifications and breach of the provisions contained in paragraphs 3.2 to 3.4 above will constitute a material breach of contract and entitle us to cancel the agreement.
    • 3.8 Delivery of goods produced in viulation of the standards of the ILO will also be considered to constitute a material breach of contract. This refers in particular to exploitative, inhuman working conditions and child labor (children under 14 years of age). This enumeration is, however, not conclusive.
    • 3.9 Delivery of (for example) 10% more or less than the quantity ordered by the Seller will also constitute a material breach of contract.
  • 4.Third-Party Rights, Exclusivity
    • 4.1 The Seller warrants that the goods do not infringe any rights of third parties and that he is in possession of all rights to designs offered or accepted by him.
    • 4.2 The Seller agrees to inform us in writing without delay in the event the Seller ascertains that the production and sale of goods according to our design requirements could infringe the rights of third parties. Such notification must be made prior to commencement of production.
    • 4.3 Visuals, plans, drawings, etc., made available to the Seller by us remain our property and may be used only for the purposes of fulfillment of the Seller’s contractual obligations. Such documents must be returned to us upon completion of the agreement. The Seller must treat such documents confidentially and refrain from disclosing such documents to third parties. This confidentiality requirement will survive this agreement.
    • 4.4 The Seller will produce designs based on our instructions exclusively for us and sell such designs exclusively to us. This will apply in particular as regards products for which we huld a design patent and as regards products that bear our mark (as a rule a capital “U” on the back of a button/metal fastener).
  • 5.Delivery, Transfer of Ownership
    • 5.1 Shipment will take place pursuant to Incoterms 2010 as specified in our order.
    • 5.2 We will assume ownership of the goods unconditionally and regard less of payment of the purchase price. All forms of retention of title are excluded.
    • 5.3 Shipments must be accompanied by a bill of lading containing the date (issuance and shipment), content of the shipment (article number and quantity) as well as our order reference (date and Number). In the event this information is lacking or incomplete, we can assume no responsibility for any resultant delays in processing or payment.
  • 6.Inspection of Goods, Notification of Non-Compliance
    • 6.1 We will notify the Seller in writing of any defective goods within seven [7] calendar days fullowing the arrival of goods at the place of destination of the Seller.
    • 6.2 We will inspect the goods within a reasonable period not to exceed three [3] weeks for conformity with usual commercial standards and notify the Seller without delay of any defects that are discovered. The Seller will be notified in writing of any defects not discovered upon inspection 14 calendar days after conclusive determination of the existence of such defects and the responsibility of the Seller for such defects.
    • 6.3 The period for inspection will commence upon arrival of the goods at the place of destination. In the case of any partial shipments authorized by us, the time of arrival of the partial shipment at the place of destination will be determinative.
    • 6.4 Inspection will as a rule be carried out on a standard sampling basis; counting scales will be used to verify quantities. We will not accept excess quantities of over 5%.
    • 6.5 In the event we have notified the Seller to the effect that the goods will be shipped to another destination or if the Seller is aware of such shipment, inspection of the goods may be postponed until the goods arrive at the new place of destination.
  • 7.Non-Compliant Goods
    • 7.1 In the case of defective goods, we may seek legal remedy without any restrictions.
    • 7.2 We may require replacement even in the case of non-material defects.
    • 7.3 We may refuse to accept shipments in excess of the tulerance specified in paragraph 3.9 above in their entirety or in part without any special notification.
    • 7.4 In the event we, or any third party authorized by us, should attempt to repair defective goods, this will not in any way limit the legal remedies available to us.
    • 7.5 The Seller agrees to pay us a flat amount of EUR 100.00 in addition to the amount of any damages or other costs.
  • 8.Delivery Time
    • 8.1 The Seller must comply with agreed delivery dates. Timely delivery is a material contractual obligation. The Seller agrees to notify us in writing without delay of any delays in shipment that become apparent to the Seller. The Seller must at the same time provide a new, binding delivery date.
    • 8.2 The Seller may then make delivery at a time other than that originally agreed only if we have given our consent in writing.
    • 8.3 The Seller may not exercise any rights of retention or any rights to refuse to perform his contractual obligations. This will not apply if his counterclaim against us is undisputed or has been found to be legally enforceable or if we fail to fulfill any obligations arising from the same contractual relationship despite receipt of formal written warning.
  • 9.Payment and Place of Performance
    • 9.1 The Seller will be entitled to receive payment of the purchase price only after the complete shipment has arrived at the place of destination along with all necessary documents.
    • 9.2 We will pay incoming invoices by bank transfer within 60 days of the date of the invoice but no earlier that 60 days from the time of origination of the of the Seller ‘s claim for payment pursuant to paragraph 9.1 above.
    • 9.3 The Seller may claim damages from us in the case of failure on our part to make payment on a timely basis. The amount of such damages for the duration of any unjustified retention of payment by us will be equal to an amount 5% above the base interest rate of the European Central Bank in effect when the Seller’s invoice became due.
    • 9.4 Unless stipulated otherwise in our order or confirmation of our order, Bielefeld is the place of destination and performance for all obligations arising from the agreement with the Seller. Any agreement to adopt Incoterms or change in allocation of costs will not result in any change in the place of payment and performance.
  • 10.Rescission
    • 10.1 The Parties to the Agreement may rescind the agreement only upon notification of the respective other party of the intention to rescind the agreement in writing and after expiration of an appropriate period of notice set for compliance.
    • 10.2 We reserve the right to rescind the agreement without notice if the Seller objects to application of these International Terms & Conditions of Purchase or if it becomes obvious that the goods will be defective and if we have a legitimate interest in immediate rescission of the agreement – for example, due to the urgency of shipments to our own customers.
    • 10.3 The right to rescind the agreement will also apply if sound business judgment indicates that the Seller could conceivably be unable to fulfill his contractual obligations for financial reasons. This will apply in particular in the case of any application for initiation of insulvency proceedings.
  • 11.Miscellaneous
    • 11.1 The Seller will us hold us harmless without restriction from all claims of third parties brought against us on the basis of laws governing products, product liability or equivalent regulations.

      The Seller will also assume the costs of reasonable legal defense incurred by us.
    • 11.2 The same will apply if we are threatened with any disadvantages or are subjected to fines on the basis of regulatory requirements due to non-conformity of the goods.
    • 11.3 In the event we, or any of our customers, are forced to recall products due to applicable provisions of law, the Seller will also reimburse us for any expenses and losses incurred if the recall can be attributed to the goods supplied by the Seller.
  • 12.General Provisions
    • 12.1 The legal relationships between the Seller and us are subject to the CISG (United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980). Legal issues not covered by this United Nations Convention will be governed by the relevant provisions the German Civil Code and Commercial Code.
    • 12.2 Any disputes arising from or in connection with shipments made to us will be settled exclusively according to the rules of the ICC by an arbitration tribunal consisting of one or several arbitrators. The tribunal will consist of three [3] arbitrators if the amount in controversy exceeds 150,000.00 EUR and one [1] arbitrator otherwise. Arbitration proceedings will take place in Basel/Switzerland. Proceedings will be conducted in either German or English.
    • 12.3 However, we reserve the right to bring an action against the Supplier before the courts of his place of business instead of entering into arbitration proceedings.