General Terms and Conditions of Purchase - GTCP
1. Scope
1.1. The General Terms and Conditions of Purchase apply to all inquiries and orders for goods and services and are part of all contracts that Sponeta GmbH concludes with its suppliers. Insofar as other quality assurance agreements, confidentiality agreements, tool rental agreements or other contractual arrangements (supplier contracts) have been or will be made in addition to these General Terms and Conditions of Purchase, these take precedence over the General Terms and Conditions of Purchase.
1.2. Orders from Sponeta GmbH are made exclusively on the basis of these General Terms and Conditions of Purchase; any terms and conditions of suppliers that conflict with or deviate from these General Terms and Conditions of Purchase will not be accepted by Sponeta GmbH unless Sponeta GmbH has expressly agreed to their validity in writing in individual cases. They then only apply to the specific business case. The silence of Sponeta GmbH in response to documents sent to it, such as supplier confirmations, delivery notes, invoices, etc., shall in no way be deemed as acceptance of contrary terms and conditions. The General Terms and Conditions of Purchase of Sponeta GmbH also apply to any follow-up business.
2. Offers, orders
2.1. Inquiries made by Sponeta GmbH must be answered by the supplier as quickly as possible, but no later than within 5 working days, by sending offers stating the delivery time from receipt of the order. Offers from Sponeta GmbH´s suppliers are binding for the supplier and free of charge for Sponeta GmbH; no compensation will be paid for visits or the preparation of offers, projects, etc. Silence by Sponeta GmbH in response to an offer from the supplier shall not be considered as acceptance.
2.2. Orders placed by Sponeta GmbH must be in writing. Orders placed verbally or by telephone require subsequent written confirmation to be legally valid. The same applies to verbal side agreements and changes to the contract. The supplier is obliged to confirm or reject the order from Sponeta GmbH in writing within a period of 5 working days. A confirmation received after this period is considered a new binding offer.
3. Prices
3.1. The prices are fixed prices unless a price adjustment clause or a price reservation has been expressly confirmed by Sponeta GmbH. An order may only be executed at prices higher than those stated by Sponeta GmbH with the written consent of Sponeta GmbH.
3.2. The prices are quoted free of charge to the place of business of Sponeta GmbH, including packaging and freight costs. If otherwise agreed, Sponeta GmbH will only pay the lowest freight costs. All costs incurred up to the point of handover to the freight carrier are borne by the supplier. Sponeta GmbH reserves the right to accept over- or under-deliveries.
4. Invoice and payment
4.1. Invoices are not to be enclosed with the shipment, but must be submitted separately after delivery for each order, showing the VAT and stating our order number and the order date.
4.2 Payments shall be made using a means of payment of our choice within the payment periods agreed in the individual contract.
4.3. Payment periods generally begin on the day the invoice is received by Sponeta GmbH, but not before the goods have been received by Sponeta GmbH or the services have been provided.
4.4. Sponeta GmbH rejects payment arrangements by cash on delivery and advance payment.
4.5. Sponeta GmbH's payments are always subject to correction if complaints arise subsequently. If there is a defect that is subject to warranty, Sponeta GmbH is entitled to refuse payment until the defect has been properly remedied.
5. Assignment, Settlement
5.1. Sponeta GmbH or have them collected by third parties without the prior written consent of Sponeta GmbH, which may not be unreasonably withheld. If the supplier assigns its monetary claim against Sponeta GmbH to a third party without the consent of Sponeta GmbH, contrary to sentence 1, the assignment is nevertheless effective. However, Sponeta GmbH can, at its discretion, make payment to the supplier or the third party with a discharging effect.
5.2. The supplier is only entitled to offset claims recognised by Sponeta GmbH or legally established or to assert a right of retention due to such claims.
6. Delivery item
6.1. The order from Sponeta Gmbh alone is decisive for the content, type and scope of the delivery and service. Sponeta GmbH is entitled to request changes in the type of execution at any time, as well as corrections of obvious spelling or calculation errors and other errors.
6.2. The drawings, descriptions, etc. included in the order are binding for the supplier. However, the supplier must check them for any discrepancies and immediately inform Sponeta GmbH in writing of any errors discovered or suspected. The supplier remains solely responsible for drawings, plans and calculations created by the supplier, even if these are approved by Sponeta GmbH.
6.3. Unless further requirements are specified in the order, the delivery items must be of commercial quality and, if DIN or equivalent standards exist, in accordance with these. The delivery items must be manufactured and equipped in such a way that they comply with the safety regulations applicable on the day of delivery, in particular the accident prevention regulations, and comply with occupational science findings.
6.4. The supplier must also provide Sponeta GmbH with the following export control data no later than upon delivery of the delivery items:
• country of origin
• Customs tariff number (statistical commodity number)
• Export List Number (AL number) or Export Control Classification Number (ECCN)
At the request of Sponeta GmbH, the following documents must be provided by the supplier:
• Long-term supplier declaration/supplier declaration with preferential origin status
• Certificate of origin/IHK declaration for non-preferential origin
6.5. If a weight determination is required, the incoming weights determined by Sponeta GmbH on its factory scales apply. If weighing is not possible at Sponeta GmbH, the net weights determined by the railway, as shown on the consignment note, by a public scale in the case of truck delivery, or by a ship delivery at the port of discharge, apply.
7. Provision, means of production
7.1. The items provided by Sponeta GmbH are to be processed and worked on behalf of Sponeta GmbH as intended and remain the property of Sponeta GmbH at every processing and working stage. When processed with other items not belonging to Sponeta GmbH, Sponeta GmbH has joint ownership of the newly manufactured items in the ratio of the value of the items provided by Sponeta GmbH to the total of all items used in the manufacture, including the supplier's expenses for their processing. In this respect, the supplier also stores the items for Sponeta GmbH free of charge. The same applies if Sponeta GmbH 's property is lost through mixing or blending . Sponeta GmbH must be informed immediately of any legal or actual impairment of the items provided.
7.2. The supplier is liable for the loss of or damage to items provided. In the event of accidental loss or accidental damage to items provided, the supplier is not entitled to reimbursement of its expenses for the processing or treatment of these items.
7.3. Production resources such as models, samples, tools, gauges, molds, devices, drawings, data sheets and the like, which are provided to the supplier by Sponeta GmbH - also in electronic form - or which are manufactured by the supplier or by third parties on behalf of the supplier according to Sponeta GmbH's specifications, may not be sold, pledged or otherwise passed on to third parties, nor used or copied in any way for third parties without the written consent of Sponeta GmbH. The same applies to the items manufactured using these production resources; they may only be delivered to Sponeta GmbH, unless Sponeta GmbH agrees in writing to another use. After the order has been completed, the production resources must be returned to Sponeta GmbH immediately in proper condition.
7. 4. Tools, molds, devices, templates, films, drawings, engravings, models, samples, data sheets - all also in electronic form - etc. provided or ordered by Sponeta GmbH remain the property of Sponeta GmbH or become the property of Sponeta GmbH upon purchase or manufacture; the handover is replaced by the supplier storing the items for Sponeta GmbH. The items must be identified as the property of Sponeta GmbH, comprehensively maintained and repaired, and adequately insured. Section 690 of the German Civil Code (BGB) does not apply here. Ownership also gives Sponeta GmbH the right to hand the items over to third parties for production. This applies in particular if the supplier encounters production difficulties. Should Sponeta GmbH request that the supplier hand over the items, the supplier must comply with Sponeta GmbH's request immediately without any right of retention. Notwithstanding this, Sponeta GmbH is prepared to keep the items in the supplier's possession as long as the supplier makes the deliveries as per the order, in particular on time and at competitive prices.
7.5. If the supplier violates the provisions of paragraphs 7.3. and 7.4., Sponeta GmbH is entitled, without prejudice to other rights, to withdraw from the contract in whole or in part, to demand compensation for damages instead of performance or reimbursement of wasted expenditure.
8. Resignation
8.1 Sponeta GmbH is entitled to withdraw from the contract in whole or in part without compensation if the creditworthiness or the ability of the supplier to deliver deteriorates to such an extent that, in the opinion of Sponeta GmbH, the fulfilment of the contract is at risk, the supplier stops making payments, insolvency proceedings are initiated against its assets or the opening of insolvency proceedings is rejected due to insufficient assets.
8.2. If the fulfilment of the contractual obligations of Sponeta GmbH becomes impossible or significantly more difficult due to circumstances for which it is not responsible - in particular due to force majeure - Sponeta GmbH may cancel the contract in whole or in part or request that it be carried out at a later date, without the supplier being entitled to any claims against Sponeta GmbH as a result.
8.3. Sponeta GmbH also has the right to terminate a service contract with two weeks' notice. In this case, the supplier will be compensated for the services provided up to the termination of the contract. Further claims by the supplier against Sponeta GmbH are excluded. The right to terminate the contract without notice for good cause remains unaffected.
9. Delivery date
9.1. Agreed delivery dates or delivery periods are binding. Delivery periods begin on the day of the order.
9.2. The day on which the ordered delivery item and the shipping documents have arrived at the receiving point specified by Sponeta GmbH or the service has been provided there shall be deemed to be the day of delivery.
9.3. If it becomes apparent that the delivery date or delivery period will be exceeded, the supplier must immediately inform Sponeta GmbH in writing of the reason and the expected duration.
9.4. Exceeding the delivery date or delivery period triggers the statutory consequences of delay, unless the delay can be proven to be due to force majeure, in the supplier's area of responsibility or industrial disputes for which the supplier is not responsible. In this case, the supplier is particularly obliged to compensate for the damage caused by the delay. Acceptance of late deliveries does not constitute a waiver of compensation for damages against the supplier. If the delivery date or delivery period is exceeded, Sponeta GmbH is entitled to withdraw from the contract after setting a reasonable deadline. In addition to withdrawal, Sponeta GmbH is entitled to demand compensation instead of performance or reimbursement of wasted expenses, unless the supplier is not responsible for the delay.
10. Packaging, Shipping, Acceptance
10.1. If packaging of the delivery item is necessary or customary, the supplier must ensure adequate packaging at his own expense. The packaging instructions of Sponeta GmbH from the drawing and/or the order text must be expressly observed.
10.2. Sponeta GmbH will only pay for packaging material in addition to the agreed price for delivery if compensation for this was expressly agreed. Sponeta GmbH reserves the right to return valuable packaging material used for shipping to the supplier's address, charging back the full rental costs or the packaging value.
10.3. Delivery must be made to the receiving point specified by Sponeta GmbH. Deliveries for which Sponeta GmbH has to bear freight costs in whole or in part must be sent using the cheapest shipping method and freight type for Sponeta GmbH.
10.4. For deliveries with assembly or installation, the risk passes to Sponeta GmbH upon acceptance; for other deliveries, the risk passes to Sponeta GmbH upon arrival of the delivery item at the specified receiving point. Until then, delivery and shipping are at the supplier's risk, unless Sponeta GmbH is in default of acceptance.
10.5. Costs for transport or breakage insurance will only be borne by Sponeta GmbH following prior written agreement.
10.6. Shipping notices must be submitted immediately upon dispatch of each individual delivery. Each shipment
A delivery note must be enclosed. The following data must be included in the shipping documents (minimum information):
• Order numbers and order items of Sponeta GmbH
• ( Sponeta 's own) supplier number
• Delivery area (as specified in the order)
• product description
• article number of Sponeta GmbH
• delivery quantity
• weight per load carrier
• Name and address of the supplier
• delivery note number and delivery note date
• Special information (e.g. guidelines, dangerous goods, special allowances, safety data sheet)
In addition, a label containing the following minimum information must be affixed to each load carrier:
• Barcode number, barcode type; Code 128 (alternatively Code 39), height min. 10 mm
• supplier
• article number of Sponeta GmbH
• order number of Sponeta GmbH
• order item number of Sponeta GmbH
• Designation
• quantity / amount / number (unit of measure)
• delivery note number
• batch number
10.7. If Sponeta GmbH does not have proper shipping documents upon receipt of the delivery item, or if the necessary data shown in section 10.6. are not correctly stated in the shipping documents or are missing, all additional costs incurred as a result will be borne by the supplier. In these cases, Sponeta GmbH is also entitled to refuse acceptance of the delivery at the supplier's expense. The same applies if the packaging is externally damaged in a more than insignificant way when the delivery item is delivered.
10.8. Sponeta GmbH may also refuse to accept the delivery item if an event of force majeure or other circumstances beyond the control of Sponeta GmbH, including industrial disputes, make acceptance impossible or unreasonable for Sponeta GmbH. In such a case, the supplier must store the delivery item at its own expense and risk.
10.9. In the cases of paragraphs 10.7. and 10.8., Sponeta GmbH shall not be in default of acceptance.
10.10. If Sponeta GmbH returns non-accepted deliveries or defective goods, the return transport will be at the supplier's risk. The value of the return shipment will be charged to the supplier.
11. Warranty
11.1. The supplier's warranty obligations are governed by statutory provisions, unless otherwise stated below. Sponeta GmbH is entitled, at Sponeta GmbH's discretion, to demand that the defect be remedied or that a defect-free item be delivered. In urgent cases, Sponeta GmbH is entitled to remedy the defect itself or have it carried out by a third party or to obtain a replacement in another way at the supplier's expense. If the supplier defaults on its warranty obligations, Sponeta GmbH is entitled to withdraw from the contract.
11.2. The replacement delivery must be free of freight and packaging costs . Returns of unusable goods are free of freight and packaging costs for Sponeta GmbH. All costs incurred in rectifying the defect are borne by the supplier.
11.3. Unless otherwise agreed, the warranty period is 2 years. It is extended for the period during which the goods cannot be used due to defects. In the case of replacement delivery, a new 2-year period begins.
11.4. Defects that only become apparent during processing or use of the delivered goods can be reported by Sponeta GmbH immediately after they are discovered. The supplier waives the right to object to late notification of defects. Payments by Sponeta GmbH do not constitute unconditional acceptance of the goods.
11.5. If, as a result of a defective delivery, the inspection exceeds the usual level of incoming goods inspection, If a complete inspection is necessary, the supplier will bear the costs. In urgent cases, Sponeta GmbH is entitled to remedy the defects identified itself at the supplier's expense.
12. Production tests, technical acceptance
12.1. Sponeta GmbH reserves the right to check the quality of the material used, dimensional and quantity accuracy and other quality of the manufactured parts as well as compliance with the other provisions of the order at the supplier's and its sub-suppliers' factory during production and before delivery.
12.2. If Sponeta GmbH reserves the right to carry out a technical acceptance of the completed delivery item at the supplier's factory by Sponeta GmbH or a third party commissioned by it, Sponeta GmbH or the commissioned third party must be notified in writing of the readiness for acceptance 14 days before the item is ready for dispatch. The material acceptance costs shall be borne by the supplier.
12.3. The production tests and/or the technical acceptance do not release the supplier from its fulfillment and/or warranty obligations.
13. Product Liability
13.1. If damage is caused by a defect in a product of the supplier, the supplier is obliged to indemnify Sponeta GmbH against claims for damages from third parties upon first request.
13.2. In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall campaign carried out by Sponeta GmbH. Sponeta GmbH will inform the supplier - as far as possible and reasonable - about the content and extent of the recall measures to be carried out and give the supplier the opportunity to comment.
13.3. The supplier undertakes, at the request of Sponeta GmbH , to immediately take out product liability insurance with a coverage amount to be determined by Sponeta GmbH, but at least with a coverage amount of €5 million per personal injury/property damage. If Sponeta GmbH is entitled to further claims for damages, these remain unaffected.
14. Intellectual Property Rights
The supplier guarantees that the delivery and use of the ordered goods does not infringe patents and/or property rights of third parties . The supplier fully indemnifies Sponeta GmbH against any claims by property rights holders upon first request and is obliged to provide Sponeta GmbH with all support in defending against third-party claims and to cover the costs of this . This also applies to deliveries from third parties to the supplier which the supplier passes on to Sponeta GmbH.
15. Environmental protection
15.1 Environmental protection is an integral part of the quality requirements of Sponeta GmbH.
15.2. Sponeta GmbH’s basic rules of conduct include producing in an environmentally friendly manner and reducing energy consumption.
15.3. Sponeta GmbH’s suppliers and service providers are requested to support Sponeta GmbH in achieving these goals as part of their activities. When purchasing goods and services, the environmental compatibility and energy efficiency of products are therefore an important purchasing criterion in addition to price and cost-effectiveness. Sponeta GmbH reserves the right to check this with Sponeta GmbH's contractors after consultation in the course of quality audits.
15.4. Compliance with the above-mentioned environmental protection rules of Sponeta GmbH is the basis for all contractual relationships between us and all suppliers. Failure to comply may result in termination of the business relationship.
15.5. The supplier undertakes to comply with the relevant legal regulations on environmental protection and to work to reduce or even avoid any adverse effects on people and the environment in its activities. In addition to economic aspects, the energy efficiency of the products offered is a key factor in the award of contracts by Sponeta GmbH. In order to adequately observe environmental protection and, in particular, energy efficiency aspects, all national guidelines and the requirements of the relevant EU guidelines must be taken into account.
15.6. The Supplier must carry out quality and environmental controls of its products which are appropriate in terms of type and scope and which correspond to the latest state of the art.
15.7. Sponeta GmbH expects the supplier to constantly align the quality of the products it delivers to Sponeta GmbH with the latest state of the art technology and to inform Sponeta GmbH of possible improvements and technical changes. However, changes to the delivery item always require the prior written consent of Sponeta GmbH.
15.8 The supplier expressly undertakes to comply with all statutory safety and environmental regulations.
16. Employees of the supplier
16.1. The supplier may only employ foreign workers who require a work permit to fulfill its contractual services if they are employees of the supplier. A further requirement is that these employees are in possession of a valid residence permit (residence and work permit) and, if applicable, the additional sheet to the residence permit or a temporary fictitious certificate. The supplier must ensure that these employees meet these requirements before they start work.
16.2. By accepting the order, the supplier declares to Sponeta GmbH that
a) no investigations have been carried out against him under the Posted Workers Act or
b) such investigations have been unsuccessful.
16.3. The supplier undertakes to comply with the statutory and collective bargaining provisions, in particular the Posted Workers Act, the Minimum Wage Act and the relevant collective agreements, to pay the fixed minimum wage and agreed allowances, including contributions to social insurance, employment promotion and social security expenses to employees and marginally employed persons.
16.4. The supplier also undertakes to inform Sponeta GmbH if investigations are initiated and/or conducted against him by the competent authority due to a violation of work permit or residence permit provisions or due to a violation of the Posted Workers Act.
17. Data Protection
17.1. In accordance with the Federal Data Protection Act (BDSG) and the European General Data Protection Regulation (GDPR), Sponeta GmbH processes and stores the supplier's personal data to fulfill its business purposes and objectives. The supplier is hereby informed that its personal data is being stored for the first time.
17.2. The supplier undertakes to observe and implement the provisions of the Federal Data Protection Act and the General Data Protection Regulation.
17.3. The supplier undertakes to collect, process, disclose, make accessible or otherwise use personal data exclusively for the purpose of fulfilling the contract and to store it for this purpose and thereafter only to fulfill statutory retention periods. The transfer of personal data to third parties requires the prior written consent of Sponeta GmbH, unless the supplier is legally obliged to do so. The processing is necessary for the fulfillment of a contract to which the data subject is a party or for the implementation of pre-contractual measures that are carried out at the request of the data subject. The supplier ensures that all persons deployed by it within the scope of this assignment are trained in data protection before their deployment and are obliged to comply with data secrecy in accordance with Section 5 of the Federal Data Protection Act (BDSG) and are obliged not to collect, process or use personal data without authorization during and after the termination of their activity. The supplier must take due care to ensure that all persons entrusted with processing and fulfilling the order observe the statutory provisions on data protection, including the GDPR, and do not pass on to third parties or otherwise use the information obtained from Sponeta GmbH.
17.4. The contact details of the data protection officer can be found on the homepage. Upon request, the data protection officer of Sponeta GmbH must be provided with all requested information, if necessary, data protection must be proven by means of a data protection concept and requested documents must be handed over.
17.5. The Sponeta GmbH factory premises are monitored by video cameras.
17.6. All data protection obligations arising from this agreement shall continue to exist after termination of the existing or initiated business relationship between Sponeta GmbH and the supplier.
18. General provisions
18.1. All legal relationships arising from or in connection with orders placed by Sponeta GmbH shall be governed by the laws of the Federal Republic of Germany.
18.2. The place of performance is 99994 Schlotheim, Germany. If the supplier is a merchant, the place of jurisdiction is also 99994 Schlotheim, Germany. Sponeta GmbH is also entitled to sue the supplier at its general place of jurisdiction.
18.3. Should individual provisions of these terms and conditions or of the delivery contract be or become invalid, this shall not affect the validity of the remaining provisions. The invalid Provisions should be reinterpreted in such a way that the legal and economic purpose intended with them is achieved. The same applies if a contractual gap that requires supplementation becomes apparent during the implementation of the contract. The contracting parties undertake to immediately supplement the ineffective provisions with legally effective agreements or to close the contractual gap.
Schlotheim 2024