Purchasing conditions

Purchasing conditions

Purchasing conditions of RECA NORM GmbH

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These terms shall apply exclusively to all business transactions. RECA does not accept any contradicting or deviating conditions of Supplier unless RECA has expressly approved their validity in writing. The present conditions of purchase shall also apply in the event RECA accepts Supplier’s deliveries unconditionally while being aware of Supplier’s contradicting or deviating conditions.


The present conditions of purchase shall also apply to all future transactions with Supplier. Separate, individual agreements concluded with Supplier (e.g. framework contracts and quality assurance agreements including any supplements, changes and amendments thereto) shall take precedence over the provisions in these conditions of purchase.

1. Orders
Any deliveries made without written order will not be accepted. Supplier is obliged to point out obvious mistakes (e.g. misprints and calculation errors as well as incomplete orders and order documents) so that these can be corrected and/or completed before acceptance. The order number issued by RECA has to be indicated on all delivery slips, freight documents and invoices.

2. Duties to inform
Before changing any production processes, materials or supplied parts for products or services, production locations, methods or facilities for the testing of parts or any other quality assurance measures, Supplier must inform RECA sufficiently in advance so that RECA can determine whether these changes would have a detrimental effect on the product.

3. Obligation of confidentiality
All documentation provided by RECA, including drawings, sketches and samples, is the exclusive property of RECA. Supplier undertakes not to make this documentation accessible to third parties; to use the documents and samples exclusively to process the orders; not to reproduce the documents, to handle and store the documents and samples with care and to return them to RECA immediately and completely after completion of the order in question. In particular, Supplier shall continue to treat the production methods supplied by RECA as confidential after completion of the corresponding order and not use them for their own production or for deliveries to competitors of RECA. RECA reserves all rights in new features provided by RECA – including, without limitation, all granted patents or registered utility models. Products that are made on the basis of information (e.g. drawings, models, etc.) provided by RECA or on the basis of confidential information supplied by RECA must not be used by the Supplier itself; Supplier may neither offer nor supply these products to third parties.

4. Passage of risk, place of performance
In any event, the risk shall be borne by Supplier until arrival of the goods at the receiving agency determined by RECA. The risk shall pass to RECA always upon transfer of the goods to the receiving agency determined by RECA.
Deliveries within Germany shall be made to the destination shown in the order. The place of destination is also the place of performance. In the event no place of performance has been expressly agreed, Kupferzell shall be the place of performance.


5. Retention of title
Upon transfer of the goods to RECA, title shall pass to RECA directly. RECA does not recognize any retention of title.

6. Pricing and packaging
The price shown in the order is binding. Unless otherwise agreed in individual cases, the price shall include all services and additional services provided by Supplier as well as all incidental expenses (e.g. appropriate packaging, transport costs including any transport and liability insurance).
If an "ex works", "ex warehouse" price or the like is agreed, Supplier shall use the preferred forwarder specified by RECA.
Price demands have to be announced by Supplier in writing at least three months before the beginning of the new quarter. This announcement does not automatically constitute acceptance of the demand.
The obligation of the Supplier to take back packing and packaging is subject to statutory provisions. The goods shall be packed such that transport damage is prevented. Packing and packaging materials shall only be used to the extent required to achieve this purpose. Only environmentally friendly materials may be used.

7. Partial deliveries, short and excess deliveries:
Partial deliveries do not constitute performance unless approved by RECA. Simple acceptance of a partial delivery does not constitute such an approval. In case of deliveries that are no more than 5 % short of the order, RECA may accept the delivery and cancel the missing rest of the delivery. RECA reserves the right to return goods delivered in excess to Supplier at Supplier’s expense.

8. Delivery dates, contractual penalties
The delivery date given by RECA in the order is binding. Supplier undertakes to perform at the agreed delivery date. As soon as Supplier becomes aware of delays, Supplier shall inform RECA of the delay, its causes and probable duration. In the event the Supplier is not able to perform at the agreed date, no matter for what reason, RECA may choose to rescind the contract and acquire substitute deliveries from third parties and/or demand compensation for non-performance. The above shall apply without prejudice to any further legal claims by RECA. RECA is not required to set a grace period combined with a warning notice. Supplier shall reimburse RECA for any additional costs caused by delayed deliveries or services. Acceptance of the delayed delivery or service does not constitute a waiver of claims for compensation. In case of repeated delays, RECA may rescind the contract even if Supplier is not responsible for the delay.
In the event Supplier willfully or negligently fails to observe a delivery deadline, Supplier shall pay a contractual penalty of EUR 50 per outstanding article and customer back order to RECA. Supplier hereby waives the defense of treating consecutive violations of this provision as one violation for the purpose of this provision (Einrede des Fortsetzungszusammenhangs).

RECA may also claim this contractual penalty until the final invoice is settled, even if RECA did not expressly reserve this right when accepting the delayed delivery.
RECA reserves the right to claim further damages. Supplier reserves the right to prove that RECA did not incur any or significantly less damage than the above penalty. Deliveries before the agreed date are permitted only with the consent of RECA. RECA reserves the right to return goods that were sent before the agreed date or fix a value date for the corresponding invoice.

9. Payment
Unless agreed otherwise, payments shall be made on the 25th of each month that follows a delivery and performance as well as receipt of a correct invoice minus 3 % cash discount or 90 days net.

10. Origin of goods, preferences, regulations on the international movement of goods
Supplier undertakes to present a long-term supplier’s declaration for all items delivered to RECA confirming the preferential origin status of the goods (either “Product having preferential origin status in the EU” or “Product without preferential origin status in the EU”). In case Supplier does not observe this obligation or in case of wrongly issued declarations, Supplier shall be liable for any damages incurred by RECA as a result of this violation.
Supplier undertakes to check whether its products are subject to any prohibitions, restrictions and/or permits in international goods traffic (e.g. export lists, dual use regulations, US re-export regulations, etc.) and to mark these products accordingly with clear and unambiguous information in its offers, order confirmations and all documents accompanying the goods.
In case Supplier does not meet the above requirement, Supplier shall be liable for any damages incurred by RECA as a result of this violation including all claims for the reimbursement of foreign customs duties, levies, fines, etc.
Explanation of the labels of origin: D = third country / E = EU / F = EFTA

11. Quality assurance

Supplier is required to carry out quality assurance of a suitable nature and scope corresponding to the current state of the art and to provide documentation to this effect to RECA upon request. Supplier shall conclude a quality assurance agreement for this purpose with RECA should RECA deem such an agreement necessary.

12. Warranty
Unless agreed otherwise in the following, any material or legal defects in the goods (incl. wrong or short deliveries as well as faulty assembly, faulty assembly manuals, operating or user instructions) and other breaches of duty by Supplier are subject to statutory requirements. In accordance with statutory requirements, Supplier's liability shall include, without limitation, the assurance that the goods have the agreed quality upon passage of risk to RECA. The product descriptions which have been incorporated into an individual contract – by reference thereto or by inclusion in the order or in the same way as these conditions of purchase – and therefore constitute an integral part of this contract shall be deemed the agreed nature and quality of the goods, regardless of whether the product description has been provided by RECA, Supplier or the manufacturer.
Notwithstanding the provisions in Sec. 442, para. 1, sentence 2, BGB (German Civil Code), RECA may claim damages without limitation even if RECA failed to discover the defect upon conclusion of the contract due to gross negligence.
The legal obligation to examine goods upon delivery and notify the delivering party of any defects is subject to the applicable statutory requirements (Secs. 377, 381 HGB (German Commercial Code)) with the following exception: RECA’s obligation to check goods upon delivery shall be restricted to defects that can be detected by the incoming goods control by means of visual checks including the delivery documents and by random checks of our quality control personnel (e.g. damage in transit, wrong or short deliveries). In case acceptance has been agreed, RECA shall not be obliged to check the goods. In all other respects, these obligations shall be dependent on whether and to what extent an inspection of deliveries can be conducted with reasonable effort in the ordinary course of business in each individual case.
The above provisions are not intended to exclude or limit the obligation to notify Supplier of defects discovered at a later time. In all cases a complaint (notice of defects) shall be considered to have been made in due time and without delay if Supplier receives this notice within two weeks.
Supplier shall pay the cost of testing and repair even if it is discovered that the goods in question were not defective. RECA’s remains fully liable for damage caused by unjustified claims for the rectification of defects. However, RECA shall only be liable if RECA was aware of the fact that the goods in question were not defective or was grossly negligent in failing to recognize the absence of any defects.
In case Supplier does not fulfill their obligation to provide a remedy (either by rectifying the defect or by delivery of a non-defective product as chosen by RECA) within a reasonable period determined by RECA, the latter may rectify the defect themselves and claim compensation for the expenses or advance payments from Supplier. In case Supplier’s remedial measures were not successful or would impose an unreasonable burden on RECA (e.g. because of special urgency, operational safety hazards or the potential of excessive damage) no grace period needs to be determined. Supplier must be informed without delay – if possible in advance.
In all other respects, RECA shall be entitled to reduce the purchase price or withdraw from the contract in accordance with statutory provisions in case of material or legal defects. In addition to the above, RECA may also claim damages and compensation in accordance with statutory provisions. Supplier shall observe the relevant technical standards and the applicable legal and statutory regulations (including, but not limited to, DIN, VDE, VDI, DVGW). On the day of delivery, the goods must comply with all applicable legal and government regulations including those contained in the German Equipment and Product Safety Act (GSG), the Environmental Protection Act (USG) and the applicable health and safety regulations. In case Supplier delivers hazardous substances within the meaning of the German Hazardous Substances Ordinance (GefStoffV) which may release such substances during use, Supplier must provide for RECA or their service providers the data required to produce an EU safety data sheet (Art. 14 GefStoffV) without being requested to do so.

13. Recourse
RECA may seek legal recourse within a supply chain (supplier recourse in accordance with Secs. 478, 479 BGB) in addition to any claim made by RECA based on any defect in the quality or condition of the goods. RECA's right of recourse includes, but is not limited to, demanding exactly the same remedy (repairs or replacement deliveries) from the supplier that RECA has to provide in the case in question. However, the above provision is not intended to limit or exclude RECA's right to choose an appropriate remedy (Sec. 439, para. 1, BGB).
Before RECA recognizes or settles a claim for damages made by a customer (including the reimbursement of expenses in accordance with Secs. 478, para. 3, 439, para. 2, BGB), RECA shall notify Supplier, provide a brief description of the matter and request a written statement from Supplier. In case this statement is not provided within a reasonable period of time and no amicable solution can be found, the compensation which was actually provided by RECA shall be deemed owed to the RECA customer. In such a case, Supplier retains the right to provide proof to the contrary.
All recourse claims made by RECA shall also apply to goods which have been further processed by RECA or one of its customers (e.g. installation in another product) before being sold on to a consumer.

14. Product liability
Supplier shall indemnify RECA against any and all claims arising out of non-contractual product liability based on a defect or flaw in the product delivered by Supplier.
Further, Supplier shall be liable for damages incurred by RECA as a result of reasonable precautions to limit any claims under non-contractual liability which fall under the responsibility of the Supplier (e.g. public advertisements). Supplier shall take out sufficient insurance against any product liability claims and, upon request, provide proof to this effect to RECA by presenting the corresponding insurance policy.

15. Use of brand names of RECA
In the event RECA returns or refuses acceptance of any goods that bear a brand name or logo of RECA, these goods may not be sold to third parties. Each violation of this provision shall be subject to a penalty amounting to twice the value of the goods, but no less than EUR 15,000.

16. Force Majeure
Strike, lock-out, disruption of operations, administrative or judicial demands and other events beyond the reasonable control of RECA that may reduce RECA's demand shall be deemed a force majeure event and entitle RECA to rescind the contract.

17. Industrial property rights
In the event of a willful or negligent violation of industrial property rights, Supplier shall indemnify RECA and its customers against any and all claims of third parties resulting from the violation of copyrights, trademark rights and patents unless the design of the delivery item in question has been provided by RECA.

18. Prohibition of child labor
Supplier shall not employ children. Supplier guarantees that its suppliers do not employ children either. The term "child" means all persons under the age of 15. In exceptional cases children may be employed at 14 years of age if legislation in the country of production permits employment from the age of 14.

Regulation (EC) No 1907/2006 (REACH)
Supplier guarantees that the products delivered are in compliance with Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH). All substances contained in the products of Supplier that are not exempted from the obligation to register have been pre-registered or registered upon expiry of the transition periods in accordance with the provisions of the REACH Regulation.
Suppliers based in a non-EU member state are obliged to appoint an only representative (OR) based inside the EU in accordance with Article 8 of the REACH Regulation whose name and address has to be disclosed to RECA. The OR is responsible for fulfilling all the registration and other REACH obligations of the supplier. Any pre-registration or registration of a substance carried out by the OR shall be communicated to RECA stating the registration number of the substance. Supplier shall notify RECA immediately should the OR change or discontinue its activities.
Supplier warrants that the products it delivers do not contain any of the substances on the candidate list referred to in Article 59 (1, 10) of the REACH Regulation. Supplier shall inform RECA immediately in writing should, for whatever reason, the delivered products contain substances on the candidate list; this also applies to additions / amendments to the candidate list. Supplier shall indicate the names of the individual substances and their respective percentage by weight as precisely as possible.
Supplier also warrants that the products delivered are in compliance with the requirements specified in Regulation (EC) No. 1272/2008 (CLP). Non-EU suppliers' responsibilities include, but are not limited to, making sure their OR submits the necessary notifications to the Classification & Labeling Inventory in accordance with Articles 39-42 of the CLP Regulation for the products delivered.
In the event Supplier violates any one or more of the obligations listed above, RECA may, at any time, cancel the order in question without notice and refuse acceptance of the corresponding delivery without incurring any costs. None of the above provisions are intended to limit or exclude RECA's right to claim damages. Canceling or refusing acceptance of the order does not constitute a waiver of claims for damages.

20. Language, applicable law, place of jurisdiction
The contract language is German. The contract is subject to German law under exclusion of the UN Convention on the International Sale of Goods In the event Supplier is a businessperson within the meaning of the German Commercial Code, a public law entity or a special fund under public law, all disputes arising out of or in connection with the contract shall be subject to the jurisdiction of the competent court at RECA's head office. RECA is, however, also entitled to file claims against Supplier at Supplier's registered office.

21. Severability clause
In case one of the above provisions should be invalid in any respect, this shall not affect the validity of the remaining provisions of these conditions of purchase. The parties agree that any invalid provision shall be replaced by a valid provision which approximates the commercial purpose of the invalid provision as closely as possible.

As of August 2015

RECA NORM GmbH, Kupferzell, District Court Stuttgart, HRB 738108
Managing director(s): Thomas Häusele, Alexander Retzbach

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