General Terms and Conditions of Purchase for Sales and Contracts for Work and Services
of
SWK Stadtwerke Kaiserslautern GmbH
SWK Stadtwerke Kaiserslautern Versorgungs-AG
SWK Stadtwerke Kaiserslautern Versorgungs-AG on behalf of and for the account of the Otterbach Association of Municipalities – Water
SWK Stadtwerke Kaiserslautern Verkehrs-AG
hereinafter referred to as the
‘Contracting Authority’
1. Tenders:
Tenders must be submitted stating gross prices (including VAT), discount rates, other remuneration, net prices and the total tender amount, as well as the delivery time. No reimbursement of expenses will be made for unsuccessful tenders. Where tender conditions or tender documents are attached to the request, these shall also be decisive for the preparation of the tender. If a tender envelope is enclosed with the request, tenders may only be submitted in that envelope.
2. Orders:
Orders shall be placed exclusively in writing. Verbal or telephone orders shall only become effective upon written confirmation by the client.
3. Prices:
Unless otherwise agreed, quoted prices are fixed prices which remain valid even if the basis for pricing (wages and material costs) changes. Prices are exclusive of VAT. VAT must be shown separately on the invoice.
4. Freight / Packaging / Transfer of Risk:
Unless otherwise agreed, the prices quoted include delivery costs (freight, packaging, customs duties, other charges and ancillary services) free to the delivery address. Risk shall not pass to the client until the goods or services have been delivered in accordance with the contract and have been inspected or accepted by the client.
5. Payment:
All payments shall be made by bank transfer in euros. Unless otherwise expressly agreed, payment shall be made within 14 days with a 3 per cent discount or after 30 days without any discount. The payment periods commence on the date of receipt of a verifiable invoice; however, in the case of goods deliveries, not before the date of receipt of the goods at the delivery point, and in the case of construction works, not before the date of acceptance, whereby the latest date shall always be decisive for calculating the payment period. In the case of bank transfers from an account, the date of payment shall be the date on which the financial institution received the executable payment order.
6. Delivery time:
The delivery or service dates specified in the order are binding. The contractor is obliged to inform the client immediately in writing if circumstances arise or become apparent to them which indicate that the agreed date cannot be met. In the event of a delay in delivery, the Client shall be entitled to the statutory remedies. In particular, the Client shall be entitled, following the fruitless expiry of a reasonable period, to claim damages in lieu of performance and to withdraw from the contract. If the Client claims damages, the Contractor shall be entitled to prove that it is not responsible for the breach of duty.
7. Warranties:
Notification of defects: In the case of the delivery of goods which the Client is required to inspect in accordance with Section 377 of the German Commercial Code (HGB), the period for inspecting the goods and notifying the Contractor of any obvious defects is 12 working days from receipt of the delivery. The period for raising a complaint regarding hidden defects is 12 working days from the discovery of the defect.
Claims for defects: The Client is entitled to the full statutory claims for defects. These are subject to the limitation periods set out in the relevant legislation. In any event, the Client is entitled, at its discretion, to demand that the Contractor either remedy the defect or deliver a new item. The right to compensation, in particular the right to compensation in lieu of performance, is expressly reserved. The Client is entitled to remedy the defect itself at the Contractor’s expense if there is imminent danger or a particular urgency, provided that the Client has previously requested the Contractor to remedy the defect, setting a deadline, without success. In the event of defects, the warranty period shall be extended by the time elapsed between the notification of the defect and its rectification. If the item supplied or service provided is replaced in whole or in part as a result of a defect, the warranty period for the newly supplied item or the relevant component shall recommence.
8. Order number:
The client’s order number must be stated in all documents relating to an order process (order confirmation, delivery documents, invoice, delivery notes, measurement sheets, etc.). The client reserves the right to reject invoices that do not state the order number, where applicable.
9. Order Confirmation:
An order shall be deemed to have been confirmed by the contractor unless it is objected to within 10 working days. An order confirmation shall only be issued upon separate request.
10. Invoice:
Invoices must be submitted separately for each order immediately after delivery or performance. Invoices for services or construction work can only be processed if they are accompanied by performance records, progress reports and acceptance reports jointly signed by representatives of the client and the contractor.
11. General Provisions:
11.1 For the performance of the contract – but not for its award – the following shall apply within the respective scope of application, unless otherwise agreed in these terms and conditions or by contract:
a) the German Regulations for the Award of Service Contracts (VOL)
b) the German Regulations for the Award of Construction Contracts (VOB)
c) the applicable general technical DIN regulations for construction works and the accident prevention regulations of the employers’ liability insurance associations
d) the Client’s
special contractual conditions and technical regulations e) the specification of works with the accompanying drawings
f) the instructions of the relevant operational department or local site management
11.2 Title to the goods supplied shall pass to the Client upon settlement of the delivery invoice. Any reduction in the invoice amount due to asserted counterclaims shall not affect the transfer of ownership.
11.3 Any costs incurred by the Client due to failure to comply with the specified delivery address shall be deducted from the invoice, as shall any additional freight charges (urgent delivery, express) in the event of failure to meet the delivery deadline.
11.4 The assignment of the Contractor’s claims arising from this contract is only permitted with the Client’s prior consent.
11.5 Any conflicting or additional terms and conditions of the Contractor are hereby rejected. They shall only apply if the Client has expressly agreed to them, in writing, in whole or in part.
11.6 The contract shall remain in force even if individual provisions are legally invalid. An invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision.
11.7 The place of performance and venue for all disputes arising from this contract shall be Kaiserslautern, provided the Contractor is a trader, a legal entity under public law or a special fund under public law.