§ 1 Validity
These purchasing conditions apply to all business transactions between Serwo GmbH (hereinafter referred to as “Serwo”) and the supplier or other contractors (hereinafter referred to as “supplier”).
They also apply if the supplier, in particular when accepting the order or in the order confirmation, refers to his own terms and conditions and Serwo does not expressly object to them. Deviations from these purchasing conditions are only effective if they are confirmed in writing by Serwo.
§ 2 Order
2.1 – Contracts/orders from Serwo are sent to the supplier via Serwo’s ERP system or by email and thus become binding.
2.2 – In individual cases, the specifications drawn up by Serwo are binding.
This includes in particular:
2.3 – Orders must be confirmed to Serwo within three working days by email
to the purchasing department, otherwise Serwo is entitled to revoke them. The supplier’s confirmation must contain a daily information on the availability of the ordered goods as “ready for collection/ready for dispatch” or the specific information on the “earliest
possible shipping week”.
2.4 – Deviations from an order in terms of quantity and quality and other changes are only considered agreed if Serwo has expressly confirmed them.
2.5 – In the further course of the order, dates and quantities are double-checked by Serwo one week before the planned availability or departure week is reached on the basis of the last confirmation from the supplier. From this point on, the delivery is fixed and the supplier can no longer arrange for it to be postponed.
2.6 – If the supplier produces and/or delivers according to specified plans, samples, drawings, etc., the supplier is responsible for checking whether the technical specifications on which the order is based correspond to the status of the documents. Serwo is not obliged to accept deliveries of goods that do not correspond to the order, including with regard to the given samples or specific product requirements.
§ 3 Prices and terms of payment
3.1 – The agreed prices are fixed and include all ancillary costs based on the respectively agreed Incoterms.
3.2 – If acceptance is hindered by force majeure, claims by the supplier for consideration or compensation are excluded. In this case, he must store the goods at his own expense and risk until they are taken over by Serwo.
3.3 – Terms of payment and terms of payment are specified and agreed between Serwo and the supplier in the respective supplier contracts (+ annexes). Deviations from this require a separate written agreement between the contracting parties.
3.4 – Invoices, delivery notes, order confirmations, test certificates and other correspondence must be provided with Serwo’s full order number. Invoices and all relevant documents must always be submitted by email or post before the goods are received. If these regulations are not complied with despite a request from Serwo, invoices shall be deemed not to have been received until the supplier has clarified or completed them.
3.5 – The supplier’s claims against Serwo may only be assigned to third parties with Serwo’s consent. Payments are only made to the supplier.
§ 4 Delivery and delivery times
4.1 – The goods must be received at the receiving point specified by Serwo within the delivery period, which runs from the date of the order by Serwo or until the delivery date. In addition, delivery dates include, in particular, contractually agreed dates, dates from project specifications, etc. Direct deliveries must be notified to Serwo’s purchasing department by delivery notification. Additional costs for an accelerated transport (via EXPRESS) to meet the delivery date are to be borne by the supplier.
4.2 – In addition, the supplier undertakes, unsolicited, to submit a long-term supplier declaration at the end of the year in which he confirms the preferential status of the goods.
4.3 – The agreed delivery time must be strictly adhered to. The reservation of timely self-delivery is excluded. If delays are to be expected, the supplier must notify Serwo immediately and obtain Serwo’s decision on whether to maintain the order. If the delivery date and a grace period set by Serwo are not met, Serwo is entitled—without prejudice to further legal claims—, at its own discretion, to withdraw from the contract or to demand compensation for non-performance. In addition, the supplier must reimburse Serwo for all additional costs incurred as a result of late delivery or service.
4.4 – If the supplier defaults on delivery, Serwo has the right to demand a contractual penalty of 1.0% of the net order value per week or part thereof, but no more than 5% of the total net order value and/or to withdraw from the contract. Any contractual penalty paid will be offset against any claim for damages by Serwo, which otherwise remains unaffected.
4.5 – If the supplier cannot meet a delivery date due to force majeure, he must notify Serwo immediately. In this case, Serwo is entitled to either extend the acceptance period or, if Serwo’s interest in the delivery is significantly reduced, to withdraw from the contract in whole or in part or to reduce the price.
4.6 – The delivery and dispatch of the goods are carried out in accordance with the standardised international regulations of the Incoterms (currently: Incoterms®2020), which determine the type and manner of delivery, the transport costs and the transport risk (transfer of risk). The individual applicable Incoterms clauses are specified and agreed in the respective underlying sales contracts between Serwo and the supplier. Differentiated according to the type of transport, the following clauses apply:
4.7 – Partial deliveries arranged by the supplier are only permitted if they have been agreed with Serwo and a written confirmation has been received from purchasing department; otherwise acceptance can be refused. In any case, partial deliveries are not to be regarded as an independent business. The remaining amount must be stated in writing.
4.8 – Serwo is not obliged to accept the goods before the delivery date has expired.
4.9 – All goods deliveries by truck must be notified at least two working days before arrival with the following information: Name, carrier, item no. + description, quantity, number of pallets, net and gross weight, delivery, date, supplier. Sea containers are notified by the Serwo nominated 4PL. After loading has been completed, the supplier provides Serwo’s purchasing department with a stowage plan.
Avis via email to: email@example.com. Acceptance of goods and shipping times: Mon-Thu 7am to 3pm, Fri 7am to 1pm.
Avis via email to: firstname.lastname@example.org. Acceptance of goods and shipping times: Mon-Thu 7am to 3pm, Fri 7am to 12am.
The delivery of goods by truck must always be made on IPPC EURO pallets without protrusions. Goods in the delivery via sea container are not palletised.
Permitted pallet height in Leverkusen warehouse: max. 1.80m. Permitted pallet weight in Leverkusen warehouse: max. 600kg. Permitted pallet height warehouse Egeln: max. 2.20m Permitted pallet weight warehouse Egeln: max. 950kg
The load must be secured by suitable load securing when it is delivered by truck.
Non-compliance/disregard of these requirements will be charged at a flat-rate processing fee of EUR 75.00 or with a corresponding reimbursement of expenses at the expense of the supplier.
Furthermore, all shipping documents must be enclosed with the delivery.
The driver must carry the consignment note with him and show it on arrival.
A copy of the delivery note must be attached to the consignment note.
4.10 – Unless otherwise agreed, Euro pallets must be exchanged at a ratio of 1:1 in accordance with the guidelines of the European Pallet Association (EPAL). If the driver does not have enough exchange pallets available, the subsequent delivery must be made within the following two weeks.
If this period is not adhered to, the supplier will be billed for the shortfall (per pallet: EUR 7.50; processing fee per process: EUR 25.00).
§ 5 Acceptance
5.1 – Serwo is only obliged to accept the goods ordered if they correspond to the order and/or samples approved by it in terms of specification and quality.
5.2 – Deliveries that do not correspond to Serwo’s orders in terms of delivery times or scope of delivery can be complained about and rejected by Serwo. Any costs arising from this will be charged to the supplier.
§ 6 Claims for defects
6.1 – The supplier expressly guarantees that the goods sold comply with the specifications or samples delivered by him and approved by Serwo with the associated order.
6.2 – Serwo is not bound by deadlines with regard to the examination of the delivered goods by the quality management officer (QMB) of Serwo as well as the complaint of defects of any kind, be they obvious or hidden. Defects that are only discovered during processing or at our customer and then reported are deemed to be reported in good time. In the event of a defect in the goods, Serwo is entitled, at its own discretion, to request subsequent performance, free removal of defects or a reduction in price, or to withdraw from the contract. In the event of supplementary performance through replacement delivery, this will be arranged by Serwo at the supplier’s expense.
6.3 – If the supplier does not comply in due time with a request made by Serwo to repair or supplement defective goods, Serwo is entitled to demand additional compensation. In any case, the supplier must bear all costs that arise from the delivery of defective goods – value of goods, transport costs and handling. This also applies to those costs that arise from the defective goods being passed on to other customers.
6.4 – Unless otherwise contractually agreed, the supplier’s warranty obligation is two years from receipt of the delivery.
6.5 – Serwo can return goods that are the subject of a complaint freight collect.
6.6 – Unless otherwise regulated above, claims for defects are based on the statutory provisions.
6.7 – In the context of a complaint, the supplier must create a 4D report. The 4D report is made available by Serwo and is processed by the supplier within 72 hours and returned to Serwo’s purchasing department.
§ 7 Property rights
7.1 – The supplier is liable for ensuring that no patent or property rights of third parties are violated by his performance to Serwo. He exempts Serwo and other customers from all claims arising from the violation of such property rights.
7.2 – This does not apply if the supplier has manufactured the delivered goods according to samples, models specified by Serwo or other equivalent descriptions or in another form and it remained unknown to him, through no fault of his own, that property rights are being violated.
§ 8 General liability regulation
The supplier exempts Serwo from claims by third parties that they assert against Serwo as a result of poor performance by the supplier. The same applies to product liability claims based on defective performance by the supplier.
§ 9 Business secrets
The supplier is obliged to treat all Serwo orders and all related commercial and technical details—in particular printed goods, customer data, technical data of customer goods—as confidential business secrets.
In particular, the supplier undertakes not to use any customer data received from Serwo for his own purposes or to pass them on to third parties. At the same time, the supplier is prohibited from entering into direct business contact with the customer himself or through employees.
§ 10 Withdrawal
Serwo is entitled to withdraw from the contract in whole or in part without compensation if:
a) the economic situation of the supplier deteriorates to such an extent that, in Serwo’s opinion, fulfilment of the contract appears to be endangered or
b) the supplier stops his payments or
c) out-of-court or judicial insolvency proceedings are initiated or the opening of insolvency proceedings is rejected due to insufficient assets.
§ 11 Place of performance and place of jurisdiction
11.1 – The place of performance for the delivery is Leverkusen or Egeln. Deviating from this, the parties may agree otherwise for the delivery.
11.2 – The law of the Federal Republic of Germany applies exclusively to the exclusion of uniform international sales law.
11.3 – Should a provision in these purchasing conditions or in other contractual agreements with the supplier be or become ineffective, this shall not affect the validity of the other provisions or agreements.
11.4 – With the agreement/receipt of these purchasing conditions, all previously valid purchasing conditions are ineffective.
Leverkusen, September 2021