Section 1: Scope of application:
1.1 In business transactions with entrepreneurs (§ 14 BGB), we order exclusively on the basis of the following Terms and Conditions of Purchase and Ordering. They shall also apply to all future transactions with the Contractor. The contractor is the entrepreneur in the case of contracts for work and services and the seller in the case of purchase contracts.
1.2 Any terms and conditions of the contractor which we object to in advance shall not become part of the contract. With the execution of our order, our terms and conditions of purchase and order are recognised for this and all subsequent orders, even if reference is made to the contractor's terms and conditions in an order confirmation, a delivery note, an invoice or in other correspondence from the contractor.
Section 2: Order:
2.1 Only orders placed in writing, including electronically in text form, are binding. Verbal or telephone agreements as well as subsequent amendments and additions to a concluded contract require our written or telex confirmation. Orders must also be confirmed by the contractor in electronic text form within two working days.
2.2 The drawings enclosed with our enquiries and orders are binding.
2.3 Evidence, notes and accompanying documents relating to legal framework conditions concerning the work or the delivery item, must be attached to the order confirmation in standard file formats (e.g. PDF) without our request.
2.4 Documents used by the contractor in business transactions with Novoferm must show Order number, commission number, group company, plant, receiving centre, ID no., object no., complete article text/object description, quantities and quantity units as well as VAT ID no. (for imports from the EU).
Section 3: Duty to protect:
3.1 Drawings, models, moulds, templates or samples provided by us shall remain our property. They must be labelled as our property. If drawings, models, moulds, templates or samples are developed for us in the execution of the order, they shall become our property. The Contractor shall transfer to us exclusively and irrevocably all rights which arise for us under the Patent Act, the Utility Model Act and the Design Act during the execution of the order. The Contractor shall irrevocably grant us an exclusive right of use and modification with regard to the illustrations such as drawings, sketches, samples, etc. developed for us in fulfilment of the order. The compensation for the transfer and granting of these rights is includ-ed in the price in accordance with Section 5. The Contractor expressly undertakes not to reproduce the documents and objects made available to it without our prior written consent, nor to make them available to third parties for inspection or disposal, nor to make them accessible or otherwise use them for a purpose outside our orders and not to deliver the goods manufactured according to them to third parties either in their raw state or as semi-finished or finished products. The contractor is obliged to treat such documents and objects as well as the know-how transferred by us within the scope of the business relationship as business secrets and to treat them confidentially. The Contractor shall also keep secret all knowledge gained through their use; this shall not apply if they become publicly accessible without any action on its part. The Contractor shall be liable for any damages arising from the culpable breach of this obligation.
3.2 All documents and objects must be returned to us if they are no longer required for the fulfilment of the order. The assertion of rights of retention to the documents and objects, including copies made, is not permitted.
Section 4: Terms of delivery, deadlines and consequences of delay:
4.1 The agreed delivery periods and dates shall be binding and shall be understood as arriving at the place of receipt specified on the order. If no such place is specified, the place of fulfilment shall be decisive.
4.2 Delivery shall be DDP in accordance with Incoterms® 2020. The risk of accidental loss shall not pass to Novoferm until the goods have been handed over at the agreed destina-tion.
4.3 If the delivery or service has been agreed free of charge to the place of installation, the installation must be carried out at the Contractor's expense (including crane or lifting equipment).
4.4 We must be informed of the delivery time in good time. In exceptional cases, deliveries must be notified electronically in text form by 10.00 am. If delays are to be expected, the contractor must inform us immediately, stating the reasons and the expected duration of the delay. In the event of unreasonable delays, we shall be entitled to withdraw from the contract.
4.5 Goods must be delivered at the times specified in the order. We are not obliged to accept deliveries outside these times.
4.6 Each delivery must be accompanied by a delivery note on which our order number and the data required for the unambiguous allocation and traceability of the delivered goods must be stated.
4.7 For quantities, weights and dimensions, the values determined by us during the incoming goods inspection shall be decisive.
4.8 We are not obliged to accept partial, excess or short deliveries that have not been agreed.
4.9 Deliveries and services may not be made too early or too late. A premature delivery or service shall not result in the delivery price falling due earlier. The unconditional acceptance of an untimely delivery or service does not constitute a waiver of the claims to which we are entitled due to late delivery.
4.10 If an unavoidable delay in delivery is to be expected, the Contractor undertakes to inform us of this immediately and at the same time to offer a new delivery date. If this is later than 2 weeks after the agreed delivery date, we shall be entitled to withdraw from the contract. The Contractor may demand that we decide whether to exercise the right of cancella-tion within three days of its notification.
4.11 The Contractor shall be in default if the agreed deadline is not met. In this case, we shall be entitled to the statutory claims. All damages and additional costs arising from delayed deliveries and services shall be reimbursed by the contractor. Additional expenses for accelerated modes of transport which become necessary due to delivery or performance dead-lines being exceeded shall be borne by the contractor.
4.12 In addition, we shall be entitled to withdraw from the contract after the fruitless expiry of a period of 2 weeks and to demand reimbursement of expenses and compensation for loss of confidence or damages in lieu of performance.
4.13 If the Contractor is in default by exceeding the agreed deadline, we shall be entitled to demand a contractual penalty of 0.3% of the order amount per working day, up to a maximum of 5% of the order amount. In the case of a contract for work, the contract sum is the agreed remuneration; in the case of a purchase contract, it is the agreed purchase price. The reservation of the assertion of the contractual penalty can still be asserted until the invoice has been paid. This does not exclude the assertion of claims for damages due to the missed deadline, regardless of the legal grounds. However, the contractual penalty shall be offset against a claim for damages for delay.
4.14 Force majeure shall entitle us to withdraw from the contract in whole or in part or to postpone acceptance to a later date in the event of temporary obstacles (strikes, lockouts, operational disruptions for which we are not responsible, etc.). We shall inform the Contractor of this immediately. In this case, the Contractor shall not be entitled to claim damages.
Section 5: Prices:
5.1 The agreed prices (purchase price or remuneration for work) are fixed prices excluding VAT. If the prices are not yet fixed when the order is placed, the Contractor shall state them in the confirmation of our order. A contract shall only come into effect if we have not objected to the price stated in the order confirmation within 5 working days.
5.2 Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Contractor as well as all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance, unloading).
5.3 Price increases shall only become effective if they have been agreed with us in writing prior to delivery or performance of the service. If the Contractor generally reduces the prices agreed with us after conclusion of the contract or after delivery but within the payment period, the reduced price shall also be charged to us for the pending or already completed delivery or service.
Section 6: Packaging:
6.1 Packaging costs are included in the agreed price. Otherwise, packaging costs shall only be borne in full or in part if this has been agreed in writing between the Contractor and us.
6.2 The agreed packaging and shipping instructions must be strictly observed. Any costs incurred by us due to non-compliance with our shipping instructions shall be borne by the Contractor. The same shall apply to any additional costs arising from circumstances for which the Contractor is responsible for a necessary accelerated transport.
6.3 The packaging must be legally compliant, customary in the trade, appropriate, faultless and of such a nature that it is suitable for protecting the delivered contractual items up to the specified destination or installation site. We are entitled, but not obliged, to return packaging at the expense and risk of the contractual partner or to dispose of it in an environmen-tally friendly manner in accordance with the rules of recycling management applicable at the time of delivery.
Section 7: Invoicing, documentation:
7.1 Invoices, delivery notes and dispatch notes must state the essential components of the order. Each consignment, including postal parcels, must be accompanied by a packing slip with a precise description of the contents and the order number.
7.2 The invoice shall be issued to the ordering NOVOFERM Group company and sent in electronic or digitalised form to the e-mail address stated in the order or below.
- Novoferm GmbH, Schüttensteiner Str. 26, 46419 Isselburg, invoice@novoferm.com
- Novoferm Vertriebs GmbH, Schüttensteiner Str. 26, 46419 Isselburg (Trade), invoice@novoferm.de
- Novoferm Vertriebs GmbH, Industriestrasse 12, 74336 Brackenheim (Industry), invoice@novoferm.com
- Novoferm Spare Parts GmbH, Isselburger Straße 31, 46459 Rees, invoice.spc@novoferm.com
- DSS Docking Solution und Service GmbH, Springrad 4, 30419 Hanover, Germany, invoice@mydocking.com
- Novoferm Verladetechnik und Service GmbH, Willi-Bleicher-Straße 7, 52353 Düren, invoice.vsg@novoferm.com
- Novoferm tormatic GmbH, Eisenhüttenweg 6, 44145 Dortmund, Germany, rechnung@tormatic.de
- Novoferm Riexinger Türenwerke GmbH, Industriestrasse 12, 74336 Brackenheim, invoice@riexinger.com
- Novoferm Siebau GmbH, Backeswiese 23, 57223 Kreuztal, Germany, invoice@siebau-cargotore.com
If agreed or required, two copies shall be sent by post addressed to the registered office of the respective affiliated company (for addresses, see scope of application of the Terms and Conditions of Purchase).
7.3 The original delivery notes must be enclosed with each consignment. The complete order number, commission number, cost centre, article number and requester must be noted on all documents. If this information is missing, invoices cannot be verified and are not due for payment.
7.4 All documents required for acceptance, operation, maintenance and repairs, in particular test reports and repair manuals, must be sent to us by the Contractor in reproducible form free of charge with the delivery or made available to us in standard file formats (e.g. PDF download). However, they must be received by us no later than 5 days after receipt of the invoice. The payment period shall not commence until the agreed documents relating to Section 7 and accompanying documents and certificates relating to Section 2.3 have been received in full.
Section 8: Terms of payment:
8.1 Payment shall be made in accordance with the agreement, but not before fulfilment of the corresponding performance obligations by the Contractor, unless expressly agreed otherwise. A delivery/service performed before the agreed date shall not affect the payment deadline bound to this date.
8.2 If no agreement on payment has been made, the invoice shall be settled after delivery and performance and receipt of the invoice in our central accounting department within 14 days with a 3% discount or after 30 days strictly net. Payment by bank transfer shall be deemed to have been made as soon as the debtor instructs his bank to execute the transfer if sufficient funds are available.
8.3 The means of payment shall be at our discretion.
8.4 Any existing obligation of Novoferm to pay default interest is limited to interest in the amount of five percentage points above the base interest rate without proof of higher dam-ages by the contractor. Interest on arrears is not owed.
8.5 The Contractor may only offset undisputed or legally established claims.
Section 9: Quality and warranty in general:
9.1 The Contractor shall be responsible for defect-free deliveries and services. He shall be liable for ensuring that the subject matter of the contract has the agreed quality characteris-tics and corresponds to the intended use, the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, trade associations and professional organisations and does not infringe the rights of third parties. He shall be responsible for ensuring that the goods have the specified and expressly or tacitly assumed characteristics at the time of delivery and that they do not have any defects that impair their use, consumption or processing.
9.2 The Contractor shall set up and maintain a documented quality assurance system that is suitable in type and scope and corresponds to the latest state of the art. It shall prepare records, in particular of its quality inspections, and make these available on request. The contractor hereby consents to quality audits to assess the effectiveness of his quality assurance system by Novoferm or one of our authorised representatives.
9.3 In the case of engineering, consulting, software or documentation services and in the case of secondment of personnel, the Contractor shall assume unlimited warranty for the correctness and completeness of the written and verbal information and instructions.
9.4 The Contractor guarantees the performance of training, maintenance, repair and overhaul services in relation to the contractual items supplied in return for customary market remuneration as well as the supply of spare and wear parts for a period of 15 years from the date of fulfilment of the contract.
Section 10: General liability:
10.1 The contractor guarantees that the products delivered by him are free of defects. The contractor undertakes to indemnify us internally if claims are asserted against us by third parties due to damage caused by the contractor.
10.2 Within the scope of product liability, the Contractor shall also be obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We shall inform the Contractor of the content and scope of the recall action to be carried out - as far as possible and reasonable - and give him the opportunity to comment.
10.3 The Contractor shall maintain a business and product liability insurance policy with recall cost cover, which can be verified on request and which meets the requirements of the purpose of use of the goods recognisable to the Contractor. The Contractor is authorised to obtain the information required for risk assessment from us.
10.4 Further claims remain unaffected.
10.5 The Contractor shall be liable for damages caused by delay to the extent permitted by law. Without proof, we are entitled to charge 15% of the agreed net price (see clause 5.1) of the delayed part of the delivery. Proof that no or less damage has been incurred is permissible.
10.6 Liability for claims for damages arising from breach of contract shall be governed by the statutory provisions. Due to the established quality assurance system, fault on the part of the Contractor shall be presumed in the event of damage. Evidence of exoneration is admissible.
10.7 If a procurement risk and/or a guarantee is assumed, the Contractor shall be liable regardless of fault.
Section 11: Property rights:
11.1 The Contractor guarantees that the delivered goods are free from third-party rights. References to such rights, reservations in favour of third parties and the like are also irrelevant with regard to this guarantee obligation if they result from invoices, delivery notes, letters of confirmation etc. and even if we do not expressly object to them.
11.2 If claims are asserted against us by third parties directly or indirectly via our customers for infringement of property rights, the Contractor shall indemnify us against all claims and reimburse the costs of the legal dispute. Furthermore, we shall be entitled to obtain authorisation from the third party to use the delivery items or services concerned at the Contractor's expense.
11.3 The above provisions shall not apply if the Contractor has manufactured the delivered goods according to documents, samples, models or similar specifications provided by us and does not know or does not have to know that this infringes industrial property rights.
Section 12: Tools:
12.1 If no tool hire agreement has been concluded, the following agreements in Section 12 shall apply:
12.2 If we provide tools, these shall remain our property. The Contractor shall be obliged to treat the tools properly and with care, to maintain them and to insure them against fire, water damage and theft at its own expense. The Contractor hereby assigns to us all claims for compensation arising from this insurance. We accept the assignment.
12.3 The tools are to be used exclusively for our orders. In the event of infringement or after termination of the contractual relationship, we shall be entitled to demand the return of the tools. The Contractor's rights of retention to tools are expressly excluded.
Section 13: Representative visits:
Representative visits are only possible by prior appointment.
Section 14: Assignment of claims:
The assignment of the Contractor's claims is prohibited without our prior written consent.
Section 15: Right of cancellation in special cases:
If insolvency proceedings are applied for against the Contractor's assets, in the event of not only temporary payment or delivery difficulties, in the event of not only temporary, unau-thorised suspension of payments or if out-of-court settlement proceedings (moratorium) are sought, we shall be entitled to withdraw from the contract or to terminate the contract without notice.
Section 16: Data processing:
We would like to point out that data on business transactions is processed within our company and we reserve the right to transmit the data required to obtain credit insurance to the insurer. In cases of Art. 13 GDPR, we provide data protection information for the persons authorised to process data.
Section 17: Compliance with legal requirements
17.1 Import and trade bans, product regulations, conflict materials
17.1.1 For deliveries from other EU countries, a customs invoice (3 copies) and a valid proof of origin (declaration of origin, movement certificate, etc.) for preferential import customs clearance must be enclosed with the consignment note free of charge.
17.1.2 Export customs clearance shall be carried out by the Contractor at its own expense and risk. In the case of deliveries of goods not manufactured in Germany and goods subject to customs clearance, a pre-supplier's declaration stating our part number must be enclosed with the goods.
17.1.3 If the Contractor does not make a corresponding reference in its offer or order confirmation, we may assume that export licences are not required in the country of manufac-ture. In the event that export licences are nevertheless required, these shall be procured by the Contractor at its own expense and risk.
17.1.4 The Contractor warrants that all contractual items, their parts and materials may be delivered to us in compliance with the law without violating statutory or official import and trade bans.
17.1.5 The Contractor hereby confirms that the materials contained in the delivery items do not originate from conflict-affected and high-risk areas within the meaning of the European Commission's Guidance on the identification of conflict-affected and high-risk areas and other supply chain risks and that the Seller has made all reasonable efforts to verify the origin of the materials. Compliance with the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas is expected. Upon request, the contractor will provide all relevant documents proving compliance with these obligations.
17.1.6 In the event of non-compliance with these obligations by the Contractor and its agents, we shall have the right to withdraw from the contract without further obligations or to terminate the contract extraordinarily. The Contractor shall indemnify us against damages, costs and consequences of other disadvantages arising from a breach of these obligations.
17.2 REACH REGULATION
17.2.1 The Supplier warrants that all substances, preparations and products contained in the delivery items and their parts and packaging are registered in accordance with the re-quirements of the REACH Regulation (Regulation (EC) No. 1907/2006). The Supplier shall provide all relevant safety data sheets and other necessary information upon request.
17.2.2 In the event of non-compliance with these obligations by the Contractor and its agents, we shall have the right to withdraw from the contract without further obligations or to terminate the contract extraordinarily. The Contractor shall indemnify us against damages, costs and consequences of other disadvantages arising from a breach of these obligations.
17.3 Environmental management
17.3.1 The Contractor warrants that it has established and maintains an effective environmental management system for its company. Unless otherwise agreed in individual cases, the quality assurance system must at least fulfil the requirements of the latest version of DIN EN ISO 14001.
17.3.2 Contractors without such certification are requested:
• strive for certification
• maintain a programme for environmental protection
• know and comply with environmental laws and relevant ordinances and regulations
• inform yourself about legal changes
• Documenting and measuring environmental aspects and impacts and deriving corresponding improvement programmes from them
• Train employees on environmentally relevant topics
17.4 Circular economy and Packaging Ordinance
17.4.1 The Contractor warrants that all substances, preparations and products contained in the delivery items and their parts and packaging have been handled in accordance with the requirements of the Circular Economy and Packaging Ordinance. The Contractor shall provide all relevant documents proving compliance with these obligations upon request.
17.4.2 In the event of non-compliance with these obligations by the Contractor and its agents, we shall have the right to withdraw from the contract without further obligations or to terminate the contract extraordinarily. The Contractor shall indemnify us against damages, costs and consequences of other disadvantages arising from a breach of these obligations.
17.5 Construction Products Regulation, BauPG
17.5.1 As the supplier of construction products or their accessories, the Contractor warrants that they comply with the standards or product approvals of the competent authority and are documented and delivered in accordance with the provisions of the Construction Products Regulation and the Construction Products Act (BauPG). The Contractor shall keep the published declarations of performance available on the Internet for legally compliant retrieval for at least ten years after delivery and provide all relevant documents proving compliance with these obligations upon request.
17.5.2 In the event of non-compliance with these obligations by the Contractor and its agents, we shall have the right to withdraw from the contract without further obligations or to terminate the contract extraordinarily. The Contractor shall indemnify us against damages, costs and consequences of other disadvantages arising from a breach of these obligations.
Section 18: Compliance with due diligence obligations in the supply chain
(Novoferm code of conduct for suppliers)
The contractor undertakes - even if it is not (yet) directly legally obliged to comply with the due diligence obligations in its supply chains in accordance with the German Supply Chain Due Diligence Act (LksG) - to comply with the rules and obligations set out in the Novoferm Code of Conduct for Suppliers. The current version is published at www.novoferm.com/de/lieferantencodex.
Section 19: Choice of law for international business transactions
These Terms and Conditions and the entire legal relationship between us and the Contractor shall be governed by the law of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG - "Vienna Sales Convention").
Section 20: Applicable contract language, rules of interpretation
20.1 Unless otherwise agreed, the language of the contract shall be German. If, in addition to the order confirmation in German, there is a version in the language of the customer or another foreign language, the German version alone shall be decisive for the interpretation of the contract. If there is only an order confirmation in a foreign language, its wording translated into German shall be decisive for the interpretation.
20.1 If there is disagreement between the contracting parties about the wording of a translation in accordance with paragraph (1), a publicly appointed document translator shall be commissioned jointly and at the expense of both parties, whose translation wording shall be decisive for the interpretation of the contract.
20.3 If the question of the interpretation of the contract or the applicable version cannot be clarified by mutual agreement, the competent court shall determine the basis of interpreta-tion independently.
Section 21: Place of fulfilment, place of jurisdiction
21.1 If the Contractor is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law, the place of fulfil-ment for the Contractor's contractual obligations towards the
• Novoferm GmbH with registered office in 46419 Isselburg-Werth
• Novoferm Vertriebs GmbH whose registered office is in D-46419 Isselburg-Werth
• Novoferm Spareparts GmbH with registered office in D-46459 Rees
• DSS Docking Solution und Service GmbH whose registered office is in D-30419 Hanover
• Novoferm Verladetechnik GmbH with registered office in D-52353 Düren
• Novoferm tormatic GmbH with registered office in D-44145 Dortmund
• Novoferm Riexinger Türenwerke GmbH based in D-74336 Brackenheim-Hausen
• Novoferm Siebau GmbH whose business address is D-57223 Kreuztal.
21.2 If the Contractor is a merchant within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law or does not have a registered office in the Federal Republic of Germany, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship with the Contractor shall be the courts of the Federal Republic of Germany.
Novoferm GmbH D-46419 Isselburg-Werth (AG Bocholt)
Novoferm Vertriebs GmbH D-46419 Isselburg-Werth (AG Bocholt)
Novoferm Spareparts GmbH D-46459 Rees (AG Coesfeld)
DSS Docking Solution und Service GmbH D-30175 Hanover (AG Hanover)
Novoferm Loading Technology GmbH D-52353 Düren (AG Düren)
Novoferm tormatic GmbH D-44145 Dortmund (AG Dortmund)
Novoferm Riexinger Türenwerke GmbHD-74072 Heilbronn/Neckar (AG Heilbronn)
Novoferm Siebau GmbH D-46459 Rees (AG Coesfeld).
This shall apply accordingly to legal proceedings against the Contractor. However, we are also entitled, at our discretion, to take legal action at the Contractor's registered office.
Section 23: Miscellaneous:
23.1 The invalidity of individual provisions of these Terms and Conditions of Purchase shall not affect the validity of the remaining provisions.
23.2 All agreements made between us and the Contractor for the purpose of executing the contract must be confirmed in electronic text form for evidentiary purposes.