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Juchem Gruppe

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General Terms and Conditions of Business

General conditions of purchase

 

Juchem GmbH – Megro GmbH & Co KG – Bliesmühle GmbH

– Juchem Food Ingredients GmbH –

Franz Juchem GmbH

 

Version: April 2016

 

 

1. Validity of the terms and conditions of business

1.1 The terms and conditions below only apply in respect to entrepreneurs.

 

1.2 We only order on the basis of the following terms and conditions. Other terms and conditions are not a component of the contract, even if we do not expressly contradict them. Deviations from the above terms and conditions of business only become effective if we expressly confirm them in writing. If we receive the delivery or service without express contradiction, it can in no case be deduced from this that we have accepted the delivery conditions of the supplier. The confirmation or execution of our order shall be deemed to be recognition of our general terms and conditions of purchase.

1.3 For all purchases within the scope of the standard conditions of the German grain trade, in addition to our general terms and conditions, the latest version of the standard conditions of the German grain trade apply; if the standard conditions of the German grain trade contradict our general terms of business, our general terms of business will take precedence.  

 

2. Content of orders

2.1 All agreements which are made between ourselves and the supplier with regard to the execution of our orders require written form (e.g. e-mail or fax).

 

2.2 Additions, restrictions or other deviations from our orders require our prior consent.

 

2.3 Our orders must be confirmed within 2 working days from the date of ordering, otherwise we are entitled to revoke the order.


2.4 We reserve ownership and copyrights to illustrations, drawings, calculations and other documentation; these may not be made accessible to third-parties without our express written consent. They may only be used for the production of our order; after order processing they must be returned to us without request. They must be kept secret from third parties, in addition, provision 8.2 applies here.

3. Delivery dates, default in delivery
 3.1 Agreed delivery dates and schedules are binding.The delivery time commences on the date of the order.

3.2 If the supplier becomes aware that the agreed dates and schedules cannot be adhered to, he must notify us of this in writing with indication of the reasons and the duration of the delay. The acceptance of the delayed delivery or service does not entail a wavering of the right to damage compensation claims. 

3.3 If the agreed dates cannot be adhered to owing to a circumstance for which the supplier is responsible, we are entitled, as we see fit and after unsuccessful expiry of an appropriate period of grace set by us, to demand damage compensation instead of the service or to procure a replacement at the expense of the supplier and/or to withdraw from the contract. If our order is designated as a fixed purchase, the requirement for setting a period of grace shall not apply; we are granted the rights pursuant to paragraph 1, irrespective of a fault of the supplier.

 

3.4 The transportation risks shall be borne by the supplier. Unless agreed otherwise in writing, delivery shall be delivered “free to door”.

 

4. Guarantee, warranty

4.1 The supplier will submit to us the latest specifications of the goods ordered by us at all times and unsolicited.

 

4.2 The supplier shall guarantee and ensure that all objects, materials and substances delivered by him correspond to the relevant applicable legal provisions,

regulations and directives, in particular the EU Directives, as well as the agreed specifications. The supplier shall guarantee and ensure,

in particular, the adherence to all data and quality standards which may be indicated by us.

Furthermore, the supplier shall guarantee and ensure that the goods are produced and transported with the corresponding care, hygiene and quality control and all identification obligations, in particular in respect to genetically modified organisms, are complied with.

If, in individual cases, deviations from these regulations may be necessary, the supplier must obtain our written approval for this. The warranty and guarantee obligation of the supplier is not affected by this approval. If the supplier has reservations in regard to the type of realisation required by us, he must inform us of this immediately in writing.

4.3. We are entitled to take samples from deliveries and examine these ourselves or have them examined by expert third parties for their suitability. The results of our examination are definitive. If defects are ascertained, the supplier must bear the costs of the test himself.

 

4.4 We shall notify the supplier concerning unresolved defects of the delivery or service in writing within 7 days after the delivery, as soon as they are established according to the circumstances of a proper business transaction.A notice of defect forwarded in this period shall be deemed as timely in any case. In the case that this period is longer under statutory regulations, this shall apply. Defects ascertained in an examination pursuant to clause 4.3 are deemed to be hidden defects.

 

4.5 Defects of the delivery or service causing compliant during the warranty/guarantee period must be rectified by the supplier immediately after being requested to do so and without payment for this including all incidental expenses, according to our choice, either by replacement delivery or repair. More extensive legal claims, in particular claims for a withdrawal, reduction or damage compensation, remain unaffected.

 

4.6 If the supplier culpably fails to meet his warranty/guarantee obligation within an appropriate period specified by us, we can thus carry out the requisite measures ourselves or have them performed by a third party at the expense and risk of the supplier – irrespective of his warranty/guarantee obligation.

4.7 The warranty/guarantee period is 2 years, insofar as no longer warranty/guarantee periods are conceded to us by law or contractually, in all cases however, at the most until the expiry of the minimum expiration date (MHD). The warranty/guarantee period begins with the passing of risk. In the case of defective titles, the supplier shall also exempt us from possible claims arising from third parties. Any legal defects shall be deemed to have been accepted once 5 years have elapsed.

4.8 In the case of subsequent fulfilment, the supplier is liable to the same extent as for the original item delivered. In the case of replacement delivery within the limitation period of our warranty/guarantee claims, the limitation period shall recommence at the time point at which the supplier has completely fulfilled our claims.

 

4.9 If we accept back products produced and/or sold by us as a result of defectiveness of the contractual item supplied by the supplier or if the purchase price is reduced by this or if claims are directed against us in another manner, we reserve the right to recourse in respect to the supplier.

 

Notwithstanding the provision in clause 4.7, the limitation in this case comes into effect at the earliest 2 months after the time point at which we have fulfilled the claims directed against us by the customers,

but no later than 5 years after delivery by the supplier.

 

4.10 If claims are directed against us owing to violation of official safety regulations or statutory provisions or on account of domestic or foreign product liability regulations or laws due to the defectiveness of our product, which can be traced back to a product or activity of the supplier, we are entitled to demand damage compensation from the supplier, or more precisely to the extent caused by the products delivered or activities carried out by the supplier - except in the case of product warranty. This damage also comprises the costs of a cautionary recall action. The supplier shall identify the delivery items – if possible – in such a way that they are permanently identifiable as his products. The supplier must implement a quality assurance corresponding to the prior art and suitable to the type and scope and demonstrate this to us upon request.

He shall conclude a corresponding quality assurance agreement with us, insofar as we regard this to be necessary. Furthermore, the supplier shall also ensure that he is covered by an insurance policy against all risks arising from product liability to an appropriate extent and provide us with evidence of the insurance upon request.

 

4.11 The supplier is not entitled to change the delivery object after conclusion of contract or during the delivery period. This also applies for the most minor changes and also if the specifications, dimensions, analyses, recipes, production processes etc. specified by us in individual detail or agreed with the supplier remain unaffected. Such deviations are only permissible after our written declaration of consent. If the supplier culpably fails to meet these obligations, he must then pay all costs for us or third parties, e.g. on account of subsequent examinations, expert reports, additional calculations, reworking, replacement deliveries etc.

 

5.  Prices, dispatch, packaging

5.1 The price agreed in writing is valid. If our order does not contain a price indication, the price indicated in the order confirmation of the supplier is only deemed as agreed after our express written recognition. If the supplier reduces his prices and improves his terms and conditions in the time period between ordering and delivery, the prices and conditions valid on the day of delivery shall then apply.

 

5.2 The supplier bears the costs for disposal of the packaging material.

 

5.3 A delivery note must be enclosed with each dispatch. Our order number must be indicated in all correspondence concerning our order as well as in the dispatch papers. Costs arising through failure to comply with our dispatch regulations are incurred at the expense of the supplier.

 

6. Invoicing and payment

6.1 Invoices must be submitted under consideration of the statutory requirements of invoicing. Payment periods commence after receipt of the invoice. Invoices not properly submitted are only deemed to have been received by us from the time point of correction.

6.2 Payments shall be made, insofar as not otherwise agreed, according to our choice within 14 days after delivery and receipt of invoice with a discount of 3 % for cash from the gross invoice value or within 30 days without discount, whereby we are entitled to offsetting and retention rights, in particular on account of an incomplete or defective delivery, to the extent permitted by law.

6.3 The settlement of an invoice is not deemed to be wavering of a complaint in respect to the invoiced goods.

 

6.4 In the case of invoices according to weight, the weight ascertained by us is definitive.

 

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