Winkhaus Conditions of Purchase Here you can read and download our conditions of purchase.

Placing of orders

Our contracts and orders are carried out exclusively based on our conditions of purchase and contract. Any supplier’s general terms of business which deviate from our conditions only apply if we explicitly declare our agreement in writing. This also applies if such terms are communicated to us through a commercial letter of confirmation. If suppliers fulfil an order completely or in part, this is considered a tacit agreement on their part to our conditions in their entirety. Special instructions specified on the front of the purchase order take precedence over our conditions of purchase and contract. Only written orders are legally binding. Verbal agreements require confirmation from us in writing in all cases.

Prices

Agreed prices are maximum net prices (excluding value added tax). Reductions in prices for materials coming into force at a later date require a corresponding reduction in agreed prices, provided orders have not yet been delivered. These prices include delivery at the expense of the supplier to our plant if no other agreement has been reached. If no prices are stated in the order, they must be submitted to us for approval before the order is delivered. Packaging costs are included in the price.

Delivery time

Scheduled delivery dates are binding. Unless a provision is agreed stating otherwise, the delivery date is the day the service is accepted at our premises. If the agreed delivery deadlines are not met, we are entitled to withdraw from the contract after issuing a reminder and once an appropriate grace period has expired. We may also claim damages, unless the supplier is not responsible for non-compliance with the deadline.

Shipping

The contractor bears sole responsibility for ensuring shipping instructions are carried out exactly as specified.   A dispatch note, stating the forwarding company, must be sent to us for each delivery. Each delivery must also be accompanied by a delivery note which specifies the reference, number and date of our order. We are entitled to refuse to accept shipments if proper shipment documents, including documented evidence of import tax payment, are not submitted to us on the day of delivery, or if our order references are not specified or are not complete on the shipment documents, without being in default of acceptance as a result.  Costs incurred as a result of the refusal to accept are borne by the contractor. We reserve additional rights arising from debt default. As far as delivery is concerned, we ask you to ensure that your vehicle, or the vehicle you contract, arrives at the designated plant by 2 pm at the latest – by 11 am on Fridays - otherwise it cannot be unloaded on the same day. No work is carried out at any of our plants on Friday afternoons or Saturdays.

Risk assumption

The contractor bears the risk for the shipment until the goods arrive in proper form at our plant or at the place of unloading we have specified. This also applies if a delivery is agreed ex works on an individual basis or if we should undertake shipping at our own expense.

Issuing invoices

The order number and the point of reception must be visible on each invoice and on all shipping documents. If this information is missing, we cannot guarantee we will be able to comply with the agreed payment conditions.  Our entitlement to a cash discount deduction is maintained. This does not constitute a default in payment on our part. We will pay for the goods delivered as agreed in the contract according to the quantities we record after goods are received.

Payment

Invoices/goods received between 1^st and 15^th of the month on 30^th /31^st of the month and invoices/goods received between16^th and 31^st of the month on 15^th of the following month are payable with a cash discount of 3% or 60 days net after the invoice is received at our own discretion. Our right to notify of defects and the supplier’s warranty remain unaffected by any payments made. The assignment of this trade accounts receivable to third parties requires our consent.

Counterclaims

Offsetting counterclaims against our accounts receivable or exercising the right to retaining goods is only allowed if the counterclaim is undisputed or has been recognised and is due for payment.

Defects

The supplied objects must be manufactured using the most suitable, flawless materials. They must feature the agreed characteristics or those customary in the trade and comply with trade standards. If necessary, each delivery should be provided with technical operating instructions and a manufacturer’s declaration or a declaration of conformity. The values with regard to dimensions, quantities, weight and quality established during our incoming goods inspection are binding. All deliveries must be in compliance with current German accident prevention regulations, the German law regarding technical tools and supplies for work dated 24.6.1968 and the EC Machinery Safety Directive. 

Liability for defects

The supplier offers a warranty for their supplies and services in accordance with statutory provisions. They must supply deliveries free of material defects and defects of title. We are entitled to demand the supplier replaces or repairs faulty goods exempt of charges with carriage paid or grants credit against the invoiced amount after time limits expire. If the supplier does not comply with their obligation to provide an immediate replacement or does not immediately carry out the required repair work, after a reasonable period of time, we are entitled to carry out the required repair work ourselves or assign it to a third party, both at the supplier's expense. The supplier’s liability for defects also applies to parts produced by subcontractors. The supplier expressly guarantees that, if applicable, they comply with all obligations under EC Directive 1907/2006 (REACH Directive) with regard to the materials they supply. After goods are received at our plant, they are examined with regard to easily detectable defects, identity, quantity and damages in transit. There is no obligation to carry out further inspection.

Limitation of claims

The warranty period is 24 months, starting from the passing of risk. Drawings, models, mouldings, tools, documents and similar items which we pay for or provide for the purposes of fulfilling an order remain or become our property. These items should be labelled as such in a suitable way.  They must not be used for purposes other than those of the contract. The contractor is liable for their loss or any damage or misuse until they are returned in a due manner. After the order is completed, these items must be returned directly without the contractor being specifically requested to do so.

Service orders

The following also applies for installation services, repairs or other services: The contractor must comply with their professional association’s regulations and accident prevention regulations when any work is carried out. They are the sole party responsible and liable for all accidental damage which is caused by them or their representatives or agents. They will release us from all claims for damages which are made against us in connection with their contracted delivery or service. If a claim is made against us due to product liability or personal injury, the supplier must indemnify us in this respect by stating they will accept liability directly. In such a case, they must also reimburse any costs which we incur as a result of action taken to prevent any losses. If requested, the supplier is obliged to cover liability risk with an insurance policy and provide us with evidence of such coverage. The contractor and their agents or assistants must see to it themselves that any property of theirs brought into our facilities is carefully and securely stored. We are only liable for loss or damage in the case of gross negligence or deliberate act on our part.

Industrial property rights

The supplier is obliged to indemnify us from any claims with regard to third parties which may arise due to the infringement of industrial property rights, intellectual property rights, other rights or abuse of trade or company secrets. 

Reservation of proprietary rights

Material we provide to fulfil our orders remain our property. When such material is received by the contractor, it should be immediately labelled as our property and be stored separately from any identical or similar material. It may only be used within the scope of the designated production process and may not be used in any other way. The contractor will transfer ownership to us of any new items produced as a result of our material being processed. In cases of doubt, they will transfer joint ownership to us on a pro rata basis provided that they safeguard the new items for us in both cases. The contractor must inform us immediately of an impending or implemented writ of execution and any other infringement of our rights. The contractor is obliged to insure any material we provided against all common risks at their own expense. Complaints or claims for damages regarding the material provided by us and the weight of the shipment on the bill of lading on which the calculation of freight is based must be made immediately when material is accepted from the forwarding company or haulage contractor. When the goods are shipped, the supplier waives any rights to us regarding ownership which is possibly specified in their conditions of supply.

Place of performance

The place of performance for all rights and obligations arising from the supply or service is agreed as the designated plant where the goods or service are received.

Place of jurisdiction and applicable law

The place of jurisdiction for all legal disputes, including exchange and cheque processes are the competent courts for our company headquarters. However, we reserve the right to bring an action to court in the place where the supplier’s company is based or where their residence is located. German law is applicable to the exclusion of all others. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

Data protection

As specified in the German Data Protection Act, we are entitled to process any data received concerning the purchaser with regard to or relating to our business relationship, no matter whether such information was received from the purchaser themself or from third parties.

Severability clause

Should any individual clauses in these conditions of purchase and contract be or become invalid, the validity of the remaining clauses remains unaffected thereby.