Purchase Conditions of Staatliche Porzellan-Manufaktur MEISSEN GmbH – MEISSEN® –
The clauses of our General Purchase Conditions can be found online at www.meissen.com, which we will be pleased to send you in text form as well; any contractual terms deviating therefrom, especially your own general terms and conditions, have no legal validity.
(1) Scope of application
(1) The General Purchase Conditions rendered hereinafter shall apply for all delivery and service contracts concluded between Staatlichen Porzellan-Manufaktur Meissen GmbH - hereinafter referred to as MEISSEN® - and the contractor.
(2) Deviations requested by the contractor, and terms and condition which contradict these purchase conditions shall not become parts of the contract, even if MEISSEN® does not contradict again explicitly.
(2) Order and confirmation of order
(1) MEISSEN® may cancel the order, if the contractor does not accept the said in writing within two weeks after receipt (confirmation of order).
(2) If the confirmation of order deviates from the order, MEISSEN® shall be bound only, when MEISSEN® agrees to the deviation in writing. In particular, MEISSEN® shall be bound to the general terms and conditions of the contractor only, if they accord with the terms of MEISSEN® or MEISSEN® agrees to the said in writing. The acceptance of deliveries or services as well as payment shall not signify consent.
(3) Changes or additions of the order shall be effective only, if MEISSEN® confirms the said in writing.
(3) Delivery time
(1) The punctuality of the delivery shall depend on the arrival at the receiving station indicated by MEISSEN®; the punctuality of services with installation or mounting shall depend on the its acceptance.
(2) If the contractor is in default, MEISSEN® shall be permitted to refuse the fulfilment after a grace period of two weeks has expired, or to withdraw from the contract.
(3) In case of a delay in delivery, MEISSEN® shall be permitted to demand a contractual penalty to the amount of 2 per cent of the net order value for each week of the delay in delivery started. Further claims for damages of MEISSEN® shall remain unaffected thereof.
(4) Deliveries and services ahead of time shall required the consent of MEISSEN® as a matter of principle.
(4) Quality of the services
The contractor shall have to provide his or her services in such a way that they comply with the intended use and meets the performance and quality parameters defined by MEISSEN®.
(1) Fixed prices including the statutory value-added tax shall be agreed upon. Price increases by the contractor shall be ruled out.
(2) The prices agreed upon shall include all disposal fees of “Grüner Punkt” DSD ("green dot" recycling licence label).
(6) Freedom from third-party rights
(1) The contractor shall have to provide the services free from rights of third parties.
(2) The contractor shall make sure that all protection and quality signs as well as brands attached to the said or belonging to the performance object have been attached to the aforementioned and information on known special features of the performance objects are handed over in writing.
(3) The contractor shall be responsible for all claims for damages, of third parties as well, arising in conjunction with the provisions in paragraphs 1 and 2.
(7) Assumption of risks and shipment
(1) The risk shall pass over to MEISSEN® when the delivery is completed and/or when the services are accepted.
(2) The contractor shall be obligated in particular: (a) to ship the performance object to the place of performance in conformity with normal commercial practice or to the address indicated by MEISSEN®, and to report the shipment in due time; (b) to pack and mark the performance object in conformity with normal commercial practice corresponding to the normal duration of transport to the place of performance and to the type of object and transport; (c) to inform MEISSEN® about the use and maintenance of the performance object within the commercially usual framework, and to hand over corresponding materials; (d) to obligate the shipping company to comply with the conditions mentioned in (e), if the contractor commissions the said. (e) Before the performance object is shipped, MEISSEN® shall be informed by dispatch notification using telephone, facsimile or e-mail - for delivery, the business hours Monday to Friday from 07:00 h to 15:00 h shall have to be taken into consideration.
(3) Provided nothing else has been agreed upon, the shipping costs shall be borne by the contractor. In case of price setting ex works or ex sales depot of the contractor, shipment at respectively lowest costs shall be used, provided MEISSEN® has not prescribed a certain type of transport. Additional costs caused by not observing the shipping instructions shall be borne by the contractor. In case of price setting of free recipient, MEISSEN® may also determine the type of shipment. Additional costs for potentially faster means of transport in order to ensure that deadlines are met shall be borne by the contractor.
(4) Packing notes or delivery notes indicating the contents as well as the complete purchase order reference shall be included in every delivery.
(5) The contractor shall bear the cost and risk of the return consignment of faulty delivered goods.
(8) Transfer of ownership
(1) Retentions of titles of any kind shall be ruled out.
(2) MEISSEN® shall acquire the property right: (a) at the location agreed upon, if no commercial documents have been issued and the partners have agreed on a location, at which property right shall be handed over; (b) if a commercial document has been issued, with receipt of the correct commercial documents, and of the goods; (c) in all other cases when the delivery has been completed.
(3) If the contractor is not the proprietor of the performance object, MEISSEN® shall acquire the property right nonetheless according to chapt. (1), if the said is in good faith about the property right or the right of disposal of the supplier.
The contractor consents that claims of MEISSEN® are offset against the claims of the contractor.
(10) Terms of payment
(1) If nothing to the contrary has been agreed upon, the payment shall be made within fourteen days deducting a cash discount of 3 per cent. within thirty days deducting a cash discount of 2 per cent. or net within sixty days.
(2) The payment period shall commence as soon as the delivery or performance is complete and the correctly issued invoice has been received. Discount deduction shall be permissible also, if MEISSEN® offsets or withholds payment in adequate amount due to defects; the payment period shall commence after complete removal of the defect.
(3) Payments shall not signify acknowledgement that the delivery is as stipulated in the contract.
(4) Invoices shall indicate the purchase order numbers as well as the numbers of each individual position. As long as these data are missing, the invoices cannot be paid. Invoice copies shall be referred to as duplicates.
(11) Liability for defects
(1) The limitation period for warranty claims shall be two years for deliveries and services.
(2) If defects are found before or after the transfer of risks or occur during the warranty period, the contractor at their own cost can either remove the defects or can deliver performance objects or can provide services without defects at MMEISSEN®’s option. This shall apply also for deliveries, the inspection of which is limited to random sampling. MEISSEN® shall be permitted to withdraw from the contract and to demand damages. MEISSEN® shall make its choice according to equitable discretion.
(3) If the contractor does not remove the defects and/or deliver performance objects or provide services without defects within a period to be specified by MEISSEN®, MEISSEN® shall be entitled
to withdraw from the contract in whole or partially without compensation and/or
to demand a reduction in purchase price and/or
to carry out or to have carried out repairs or new deliveries at the costs of the contractor and/or
to demand compensation for damage on grounds of non-fulfilment.
The same shall apply if the contractor declares themselves unable to carry out the correction of faults, the new delivery or new performance within a reasonable period.
(4) Repairs may be carried out at the costs of the contractor without setting a deadline, if delivery is carried out after the occurrence of the delay, and if MEISSEN® has an interest in immediate repair in order to prevent own delay or other urgency.
(5) Further legal actions, in particular, replacement of useless treatment and processing, shall remain unaffected.
(6) Complaints may be raised within two weeks after the delivery or service provision, provided the defects are noticed only during treatment or processing or operationalisation.
(7) Provisions mentioned hereinbefore shall apply correspondingly for remedial services.
(12) Tools, moulds, samples, etcetera
Tools, moulds, samples, models, profiles, drawings, standard sheets, templates and gauges provided by MEISSEN® must neither be passed on to third parties without written approval of MEISSEN®, which applies for objects produced afterwards, nor may be used for other than the contractual purposes. The said shall be protected against unauthorised inspection or use. Notwithstanding further rights, MEISSEN® may request surrender, if the contractor is in breach of this obligation.
(13) Data protection
MEISSEN® collects and saves personal data (address, telephone and facsimile number, e-mail address and account details) only as needed for the business processing. All personal data shall be treated with confidentiality by MEISSEN® as a matter of principle. During the current business relationship MEISSEN® shall transmit personal data to a credit agency/credit insurance companies only for credit assessment.
(14) Place of performance, venue, applicable law
(1) Place of fulfilment and performance shall be the headquarters of MEISSEN®. At MEISSEN®’s option, the venue for all disputes arising between the contractual partners shall either be Dresden or the general venue of the contractor.
(2) The relationship between the contractual parties shall be based exclusively on the laws of the Federal Republic of Germany. The application of the international sales law (CISG) shall be ruled out.
(3) If individual provisions of these general purchase conditions should be or become ineffective, the validity of the other provisions shall not be affected hereby. An invalid provision shall be replaced by a provision which is effective and which reflects the economic purpose as much as possible.
(4) Amendments of these general purchase conditions shall have to be made in writing. This also applies for waiving this requirement of written form.