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1. The following General Purchasing Conditions of NORDWEST Handel AG (“NW”) shall apply to all current and future agreements concluded between NW and the Supplier regarding the delivery of goods, even if they are not expressly agreed to in said agreements, or if NW accepts a delivery without reservation and with knowledge of deviating Supplier conditions.
2. The Supplier declares their agreement with NW’s purchasing conditions by providing an unconditional order confirmation.
3. All agreements between NW and the Supplier are set forth in the individual purchasing agreements and these conditions. Further individual contractual regulations may apply for certain goods (such as private label brands).
4. The “Gießen warehouse delivery conditions” are considered a significant component of these conditions and enclosed as ANNEX I.
1. Orders are issued in a legally-binding manner only in writing (including by fax, email or electronic data transfer). If NW has a send report, they will assume that the document was also received.
2. The Supplier must confirm each order they intend to accept in writing, including details of the order (in particular the price, delivery deadline, delivery quantity).
3. If this is not done within the term agreed for the individual contract, or otherwise within 10 calendar days after receipt, NW shall no longer be bound to the order.
1. The delivery date or delivery term indicated by NW in the order is binding for the Supplier.
2. If not otherwise agreed in writing, the delivery term is 10 work days after the order is received by the Supplier.
3. If the Supplier falls into default with the delivery, then NW shall be entitled to statutory claims. Furthermore, NW may demand a contractual penalty of 1 % of the order value per week, and not more than 5 % of the order value. This must be offset against any damages due to default in payment that may be asserted by NW. The Supplier is free to prove that no damages were incurred, or that damages were lower.
4. If the Supplier exceeds the deadline by more than 5 work days, despite an agreed binding delivery date, then – regardless of any other claims – NW may withdraw from the agreement and procure the agreed goods in some other manner and/or demand damages due to non-performance. If not otherwise agreed in writing, deliveries are DDP (delivered duty paid, Incoterms 2010) to the NORDWEST Gießen warehouse or another delivery address indicated by NW.
1. Before the start of a catalogue period, NW shall inform the Supplier which products are listed and which quantities NW is planning. The Supplier hereby undertakes to inform NW promptly if delays are expected.
2. The Supplier hereby undertakes to keep the quantities indicated in stock and deliver then within 10 work days following a call. The Supplier furthermore hereby undertakes to inform NW when these quantities are 2/3 called, in order to give NW an opportunity to promptly place new orders.
3. If a product is removed from the Supplier’s product range or changed significantly, NW must be informed of this promptly in advance and in writing, so that this can be taken into account when creating the catalogue. NW must also be notified promptly of changes in production that impact product quality.
Partial deliveries are not considered fulfilment unless NW has expressly agreed to them. If insufficient quantities are determined to be delivered, NW may request a credit in the amount of the purchase price plus any costs incurred, or correct the invoice accordingly and reduce the payment immediately. Excess deliveries which were not agreed may be returned by NW at the cost of the Supplier.
Regardless of the requirements of Sections 12, 13, NW may return the delivered goods for a full credit of the invoiced amount within two years. The reason for the return must be a stock clearance for non-current goods, for instance due to the Supplier changing its product lines. The returned goods must be in their original packaging and in ready-to-sell condition. The right of return shall not apply to NW's brand names or specially manufactured goods.
1. Each article (shipping unit) shall be labelled with the corresponding Nordwest article number, EAN/GTIN number and legally required information.
2. If the Supplier is responsible for failing to label the goods, Nordwest reserves the right to label the articles subsequently and charge the Supplier for the additional costs incurred.
1. Charges for packaging, loading and auxiliary equipment will not be recognised.
2. For deliveries from abroad, the Supplier must ensure that laws and customs regulations are observed, in particular those of the European Union, and shall be liable for any damages resulting from non-fulfilment.
1. Prices are fixed prices, net and ex works duty paid (DDP Incoterms 2010), including packaging and excluding the applicable VAT.
2. The NW department must be notified of pricing changes in writing with a notice period of six months.
1. Payments shall be made after goods are received in full and after the invoice is received. All of the Supplier’s invoices must list the order number indicated by NW.
2. Invoice amounts will be paid according to the specially negotiated payment conditions. If there is an NW supplier agreement, then the regulations there shall apply accordingly. If no payment conditions are agreed, then NW shall provide payment within 22 days with a 3 % discount.
3. The discount term shall begin when the shipment is received or invoice is received by NW, if the latter is received later than the goods.
The Supplier is entitled to offset claims or assert rights of retention only if the counter claims have been established in a court of law or are undisputed.
1. Defect complaints in the sense of Section 377 et seqq. of the German Commercial Code shall be considered prompt if they are asserted within 10 days after goods are delivered in full. If there is a concealed defect, NW is obligated to assert a complaint within 10 days of discovery.
2. NW will either return the defective goods to the Supplier at the Supplier’s cost, or store it at the Supplier’s cost until pickup within an agreed term.
1. NW shall be entitled to full statutory defect claims towards the Supplier, unless otherwise regulated in the following.
2. The Supplier shall be liable towards NW and its members for all consequences resulting from violations of copyrights, patents, utility models and other provisions, as well as other rights of third parties, for which it is responsible. If claims are made against NW or its members due to copyright or other intellectual property right violations, the Supplier shall release NW or the member and undertake to accept all costs, if they are legally responsible for the error that initiated the liability.
3. The Supplier is responsible for correct designations of quality and origin in the invoice. Furthermore, the Supplier shall guarantee that delivered goods conform in particular to federal German and European statutory and official regulations for the sale and use of such goods (such as the GPSG, DIN, VDE, VDI, TÜV/GS BauPVO, CE etc.). Upon request, certificates (for instance of goods which require a confirmation of safety) must be provided to NW.
4. In particular, the Supplier shall comply with the provisions of the Product Liability Act and corresponding regulations in other countries and in the European Union, and in particular state the specific hazards of their products in a manner which is clear to the end consumer.
5. If claims for damages are asserted against NW or its members due to personal injury, property damage and/or pecuniary losses due to a product error, then the Supplier shall release NW or its members from such claims, if it is legally responsible for the error which initiated the liability. This also applies if the Supplier/manufacturer observed the suggestions of NW in the design / construction and did not state the specific resulting risks in writing.
6. The Supplier is obligated to conclude and maintain a sufficient product liability insurance policy.
7. The limitation period for defect claims is 36 months from the transfer of risk, unless otherwise agreed.
1. The Supplier hereby undertakes to comply with the REACH Regulation (Regulation EC no. 1907/2006) with respect to goods delivered to NW through warehousing or to NW members through drop shipping, including packaging. The Supplier is obligated to (pre-)register all substances delivered to NW itself or have them (pre-)registered by preliminary suppliers, if they are subject to registration obligations under REACH. If the supplier is not itself obligated to register them under the REACH Regulation, then it will obligate its preliminary suppliers to comply with their obligations under REACH.
2. The Supplier hereby undertakes to transmit all information and documentation necessary under the REACH regulation to NW within the terms indicated in REACH or to forward the information of its preliminary suppliers promptly to NW.
3. If claims are made against NW by customers, competitors or authorities due to violations of REACH regulations resulting from the Supplier’s goods, then NW is entitled to demand the Supplier release it from these claims or reimburse the damages caused by non-conformity with the REACH Regulation.
4. The above obligations shall apply accordingly (with the exception of registration obligations) if the Supplier is headquartered in a non-EU country.
5. The Supplier furthermore undertakes to comply with the provisions of the Electrical and Electronic Equipment Act (ElektroG) and to carry out the obligations resulting therefrom for NORDWEST. In this respect, the Supplier in particular hereby undertakes to apply the labels according to Sec. 7 ElektroG to the contractual object on behalf of NORDWEST without any charge, and to complete registration with the Stiftung für Elektro-Altgeräte Register (EAR). Products are considered defective if the labelling obligations under the ElektroG are not complied with. NORDWEST is not obligated to accept them in this case.
6. The Supplier shall ensure the proper acceptance, handling and disposal of all equipment delivered under this agreement after the end of its service life, in accordance with the provisions of the ElektroG.
7. The Supplier hereby undertakes to take back all transportation and outer packaging free of charge according to the Packaging Regulation, or provide written verification when the contract is concluded that the packaging used is licensed in an approved packaging return system, and that the disposal costs are therefore already paid. If the Supplier does not meet this obligation, the purchaser is entitled to dispose of it at the Supplier’s cost.
8. The Supplier hereby assures that all requirements and prohibited substances are complied with according to statutory regulations valid within the European Union (in particular: Regulation on substances that deplete the ozone layer (EC no. 1005/2009), Regulation on certain fluorinated greenhouse gases (EC no. 842/2006), and the Directive on batteries and accumulators (2006/66/EC)). The Supplier shall furthermore assure that its products conform to the current limit values in the RoHS Directive (2011/65/EU). This also applies to products that do not fall within the scope of the Directive. Only products that clearly cannot be component parts of electronic products are excepted.
9. The Supplier is obligated to fulfil all provisions of the BauPVO (Regulation EU 305/2011) and to guarantee to NW that it will comply with all informational, labelling, performance declaration and reporting obligations. The Supplier shall provide NW with all declarations in written form and in German, at the latest with the delivery. Upon request by NW, the Supplier shall transmit all necessary declarations and documents in the languages of the scope of application of Regulation EU 305/2011, at the latest with the delivery. The above also applies to compliance with all regulations governing building materials not harmonised according to Regulation EU 305/2011 pursuant to national regulations.
10. If one of the commitments in this regulation is violated, then this is considered a defect inherent in the product.
The existence of, and all details of an order must be treated as confidential. The Supplier and NW shall likewise obligate their employees to confidentiality. The parties reserve the right to assert claims for damages in case of violations.
The Supplier hereby undertakes, and shall obligate its own suppliers, to comply with ethical guidelines – in particular the principles of the UN Global Compact, the ILO Conventions, the United Nations General Declaration of Human Rights, the UN Convention on the Rights of the Child and the OECD Guidelines for Multinational Enterprises.
1. The Supplier shall grant NORDWEST the free, unrestricted use of article data, figures, photos, image data or photo samples provided in the course of the business relationship for the term of the agreement. NORDWEST hereby assures that these will not be used for non-business related purposes, but rather only to promote sales of the Supplier’s products or by NORDWEST members and customers, or for associated publications and presentations.
2. The Supplier shall assign NORDWEST the right to grant its members simple rights of use to the provided data, however only for the aforementioned purposes and in the aforementioned scope.
3. NORDWEST may continue to use the data and figures described in clause 1 after the contract for as long as the goods in question are still contained in catalogues or must be sold out of the warehouse, and at the longest up to five years after the end of the contract.
4. The Supplier shall assure that it can freely dispose of the images and data delivered to NORDWEST, and that these are free from any third-party rights.
5. The Supplier shall release NORDWEST from third-party claims asserted against NORDWEST, although NORDWEST has complied with the provisions of clause 1.
If individual provisions of these purchasing conditions are or become invalid, this shall not affect the validity of the remaining provisions.
1. The contractual language is German.
2. The place of fulfilment for deliveries and payments (including claims regarding cheques) is the company headquarters of NW or the destination indicated by NW in the order.
3. The exclusive place of jurisdiction for all disputes arising between the Supplier and NW is the company headquarters of NW, if the Supplier is a merchant. NW is also entitled to file suit at the headquarters of the Supplier.
4. Only German law applies, excluding the UN Convention on the International Sale of Goods.
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