Code of conduct for suppliers and business partners of Zeilhofer handling technology GmbH & Co. KG
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1. General provisions
1.1 Agreements - especially insofar as they change these terms and conditions - only become effective through
our written confirmation is binding. If a confirmation letter from the customer deviates from our order confirmation, the customer will emphasize the change as such.
1.2 All of our - including future - deliveries and services including suggestions, advice and other ancillary services
(hereinafter referred to as "deliveries") are carried out in business dealings exclusively on the basis of these general terms and conditions. Conditions of the customer do not become part of the contract, even if we do not expressly contradict them or accept payments without reservation.
1.3 Our offers are generally non-binding. If, however, after we have submitted a binding offer, due to new or
If changes in legal regulations or new requirements from authorities and test centers result in changed requirements for the contractual obligations, we can adjust this at our reasonable discretion, taking into account the interests of both parties. This also applies accordingly after acceptance of an offer.
1.4 The customer has the non-exclusive right to use standard software with the agreed performance characteristics in unchanged form
Form on the agreed devices. Unless otherwise agreed or z. B. noted differently on the data carrier or in the software documentation, make two backup copies.
2. Price, payment, security
2.1 Unless otherwise expressly agreed, our prices are ex works (EXW Holzkirchen INCOTERMS 2000), ancillary costs
(in particular costs for packaging, insurance, freight, storage or third-party inspection) are not included. If we have taken over the installation or assembly and nothing else has been agreed, the customer bears all necessary ancillary costs in addition to the agreed prices, in particular costs for travel, transport of tools and the consumption and provision of electricity, water, compressed air, etc.
Sales tax (value added tax) at the respective statutory rate is added to the agreed prices (currently 19% in Germany). In the case of deliveries abroad, all taxes, customs duties and other public charges to be paid by us abroad are to be reimbursed by the customer.
2.2 The payments must be received by us on the agreed dates without any deductions. Unless explicitly agreed otherwise in writing
The following terms of payment apply: 90% upon delivery of the hardware / 10% after acceptance, but no later than 6 weeks after delivery.
2.3 The term of payment is net within 30 days.
2.4 The discount granted in the offer is only valid and permissible if the entire scope of the offer is ordered. The total granted
The discount therefore does not apply to partial orders.
2.5 The discount granted in the offer / main order is one-time. The discount does not apply to any supplementary offers or future offers
Offers.
2.6 The customer is only entitled to a right of retention and a right to offset if the counterclaims are undisputed or
are legally established. If this is not the case, the customer's right of retention must originate from the same contractual relationship as our claim and be in an appropriate relationship to this.
2.7 We only accept discountable and properly taxed bills of exchange (and in any case only on account of payment) if this is expressly stated
was agreed. When bills of exchange are accepted, the debt is only paid off through redemption; when accepting checks only when they are irrevocably credited to our account. Discount charges and all costs incurred in redeeming the bill of exchange or check are to be borne by the customer.
2. 8 If the payment deadlines are not met, interest will be charged from the day following the payment deadline and without any further reminder.
the average interest charged on the market for overdrafts from business accounts, but at least the statutory interest.
2.9 In the event of default in payment or if our claims are at risk due to a significant deterioration in the customer's creditworthiness, we are
entitled to make our claims due regardless of the term of any bills of exchange or to request securities. We are also entitled to carry out outstanding deliveries only against advance payment or against the provision of securities.
3. packaging
3.1 Unless otherwise agreed, the customer will be invoiced separately for the packaging. Instead we can take calculation
request return of the packaging from usage fees and deposit.
3.2 The seller is not obliged to take back packaging material.
4th Deadlines, obstacles to fulfillment
4.1 The dates only apply provided that all details of the order have been clarified in good time, in particular that all of them have been provided
Documents and permits to be obtained by the customer, the approval of drawings and the punctual receipt of any agreed down payment as well as the punctual provision of any agreed payment security. A further prerequisite is the timely provision of the preliminary construction and assembly work by the purchaser, in particular the provision of electricity, gas, water, compressed air and the necessary auxiliary personnel by the purchaser free of charge for us.
4.2 The agreed delivery dates are deemed to have been met with notification of readiness for dispatch, in particular if the delivery items
cannot be dispatched on time through no fault of our own. A delivery date can also be met due to a defective delivery.
4.3 When we are prevented from fulfilling our obligations by the occurrence of unforeseen events that affect us or our
Affect suppliers or sub-contractors and which we could not avert with the care reasonable in the circumstances of the case, e.g. war, interventions by high authorities, civil unrest, forces of nature, accidents, pandemics, strikes and lockouts, other operational disruptions and delays in the delivery of essential operating materials or primary materials, the dates will be postponed by the duration of the hindrance and an appropriate start-up time. If it becomes impossible or unreasonable for us to fulfill our obligations due to the hindrance, we can withdraw from the contract; The customer has the same right if the receipt or acceptance of our deliveries is unreasonable for him due to the delay.
4.4 If we fall into arrears and the purchaser makes credible that he has suffered damage as a result, he is entitled to claim a
To claim compensation for delay. It amounts to 0.5% for each full week of delay, but a maximum of 5% of the value of that part of the delivery that cannot be used appropriately as a result of the delay. Both claims for damages due to delay in deliveries and claims for damages in lieu of performance that go beyond the stated limits are excluded in all cases of delayed delivery, even after the expiry of a delivery deadline that may have been set by us. This does not apply in cases of intent or gross negligence or due to injury to life, limb or health or other mandatory liability. The customer can only withdraw from the contract within the framework of the statutory provisions if we are responsible for the delay in our deliveries. A change in the burden of proof to the detriment of the customer is not associated with the above regulations.
4.5 At our request, the customer is obliged to declare within a reasonable period of time whether he is due to the delay in deliveries
continues to insist on the delivery and / or which of the claims and rights he is entitled to assert.
4.6 A right of withdrawal to which the purchaser or we are entitled generally only extends to the part of the contract that has not yet been fulfilled. So far
If partial deliveries made cannot be reasonably used by the customer, he is also entitled to withdraw from these partial deliveries.
5. acceptance
5.1 If acceptance has been agreed, it must be carried out immediately after notification of readiness for acceptance.
5.2 An acceptance is also carried out if special performance features of the delivery item have been agreed or if we have
demand. This also applies to self-contained partial deliveries.
5.3 The customer has to create the prerequisites necessary for the implementation of an acceptance. With the exception of our staff costs
the customer bears the entire costs associated with the acceptance.
5.4 The customer cannot refuse acceptance due to minor defects, irrespective of his rights under Section 8.
5.5 If the acceptance does not take place on time or not completely through no fault of ours, the delivery item shall apply in accordance with our written
Request for acceptance and after a reasonable period set by us as accepted, provided that we have specifically pointed out this consequence.
5.6 An acceptance also takes effect in any case if the delivery item is put into operation without our consent.
6th Transfer of risk, shipping
6.1 The risk is transferred to the customer as follows, even in the case of carriage paid delivery, even if partial deliveries are made:
6.1.1 for deliveries without installation or assembly, when the delivery items have been dispatched or picked up. Upon request and
At the cost of the customer, deliveries are insured by us against the usual transport risks;
6.1.2 in the case of deliveries with installation or assembly on the day of acceptance in the company's own company or, if agreed, after acceptance by the
Orderer.
6.2 If the dispatch, the delivery, the start, the implementation of the installation or assembly, the takeover in your own company or the
If acceptance is delayed for reasons for which the customer is responsible or if the customer is in default of acceptance for other reasons, the risk is transferred to the customer.
6.3 The means of transport and the route are left to our choice. The same applies to the selection of the freight forwarder or carrier.
6.4 Delivery items reported ready for dispatch must be called up immediately, otherwise we are entitled to dispose of them at the expense and risk of
To be stored by the customer at his own discretion and to be invoiced as delivered.
6.5 We are entitled to make partial deliveries and to invoice them.
7th Retention of title, confidentiality, data protection
7.1 The delivery item remains our property (reserved goods) until all claims have been met, in particular the respective ones
Balance claims to which we are entitled against the customer in the context of business relationships.
7.2 The treatment and processing of the reserved goods is carried out for us as a manufacturer in the sense of Section 950 of the German Civil Code (BGB). The processed goods are considered reserved goods
within the meaning of section 7.1.
If the customer processes, combines and mixes the reserved goods with other goods, we are entitled to joint ownership of the new item in the ratio of the objective value of the reserved goods to the objective value of the other goods used. If our ownership expires through processing, combining or mixing, the customer transfers the ownership rights to which he is entitled to the new inventory or the item to the extent of the objective value of the reserved goods and stores them for us free of charge.
Our co-ownership rights apply as reserved goods within the meaning of section 7.1.
7.3 The customer may only use the goods subject to retention of title in normal business dealings under his normal terms and conditions and as long as he is not in
Default is to sell, provided that the claims from the resale are transferred to us in accordance with Section 7.4. The customer is not entitled to any other dispositions.
7.4 The purchaser's claims from the resale of the reserved goods, regardless of whether they have been processed or in connection with others,
Goods not delivered by us are already now assigned to us in the amount of the invoice value or in the amount of our co-ownership share in accordance with Section 7.2; this also applies to the respective balance claims if the resale claim is placed in a current account.
7.5 The customer is obliged to protect the reserved goods at his own expense against theft, breakage, fire and water damage for the duration of his
Obligations to insure us and to prove this to us upon request. He hereby irrevocably assigns to us all of his rights from the relevant insurance contracts until his obligations have been fulfilled in full.
If the customer does not meet his obligations in accordance with the preceding paragraph, we have the right to take out the aforementioned insurance to the extent that we consider necessary at the customer's expense, provided that we are entitled to the rights from the insurance contracts directly.
7.6 The customer is obliged to keep the reserved goods in perfect condition and to immediately carry out any repairs that become necessary
To have specialist companies carried out; he must provide us with information about the reserved goods at any time, in particular with regard to the respective location. We are entitled to enter the location of the reserved goods at any time; Where necessary, the customer will give us or our authorized representative access to the location of the reserved goods at any time.
The customer is obliged to notify us immediately of any risk to our property.
7.7 If the customer breaches essential obligations in accordance with this section 7, we are entitled to pay the entire remaining debt for the
To call reserved goods due immediately, regardless of the term of any bills of exchange, or to request securities. If the customer does not pay the entire remaining debt within seven days of being requested to do so by us or if he does not provide the requested securities within this period, his right to use the reserved goods expires. We are then entitled to demand immediate surrender at the expense of the customer, excluding any rights of retention.
7.8 We are entitled, without prejudice to the purchaser's payment obligation, to repossess the goods subject to retention of title
to exploit over the counter sale in the best possible way or to take over at the respective market price. The market price for the goods subject to retention of title is bindingly estimated for the customer and us by a sworn expert appointed by the Chamber of Commerce and Industry responsible for our Holzkirchen plant. The proceeds from the sale or the market price will be offset against the purchaser's payment obligation after deducting the costs incurred.
7.9 The withdrawal or assertion of the retention of title as well as the seizure of the delivery item by us do not count as withdrawal
from the contract, unless we have expressly stated this.
7.10 If the value of the existing securities exceeds the secured claims by more than 10% in total, we are at the request of the
In this respect, the customer is obliged to release securities of our choice.
7.11 We reserve property rights and copyrights to cost estimates, models, drawings and other documents.
7.12 The customer is obliged to submit all drawings, models, cost estimates,
To keep business or trade secrets as well as other confidential documents and information secret. These may only be made accessible to third parties with our consent to the extent necessary. The confidentiality obligation also applies after the contract has been processed; it only expires when and to the extent that information has become generally known.
7.13 We are authorized, within the scope of the purpose of the respective contract, to also transfer the personal data entrusted to us
To process compliance with data protection regulations or to have them processed by third parties. We have to ensure compliance with data protection regulations.
8th. Liability for defects
We are liable for defects as follows:
8.1 All deliveries that are made within the
Limitation period - regardless of the duration of operation - have a defect, provided that the cause was already present at the time of the transfer of risk.
8.2 In the case of software whose source code we can change ourselves ("Class A"), we eliminate defects in the software at our discretion
Providing an update of the software in which only the defects have been eliminated or by providing an upgrade in which the defects have also been eliminated. In the case of software whose source code we cannot change ourselves ("Class C"), this only applies if such an update or upgrade is available to us or can be procured by us with reasonable effort.
8.3 Claims for defects become statute-barred within 12 months after commissioning, but no later than 24 months after delivery ex works
(Limitation period). This does not apply if the law stipulates mandatory liability within the meaning of Section 10.4 or according to Sections 438 (1) No. 2 (buildings and items for buildings), 479 (1) (right of recourse) and 634a (1) No. 2 ( Construction defects) BGB prescribes longer periods. The regulations on suspension of expiry, suspension or restart of the deadlines remain unaffected.
8.4 Notices of defects must be made immediately and in writing.
8.5 First of all, the customer has to give us the opportunity to provide supplementary performance within a reasonable period of time.
8.6 If the supplementary performance fails, the customer can withdraw from the contract - irrespective of any claims for damages in accordance with Section 10
or reduce the remuneration.
8.7 Claims for defects do not exist in the case of only insignificant deviations from the agreed quality, in the case of only insignificant impairment
the usability, in the case of natural wear and tear or damage that occurs after the transfer of risk as a result of incorrect or negligent handling, faulty, improper, neglected or untimely maintenance, improper storage, excessive use, unsuitable equipment, defective construction work, unsuitable subsoil or due to special external influences ( e.g. chemical, electrochemical or electrical influences or extraordinary temperature and weather influences) arise that are not required by the contract, as well as non-reproducible software errors. If the purchaser or a third party undertakes improper changes or repairs, there are no claims for defects for these and the resulting consequences. Claims for defects exist for software that the customer has expanded via an interface provided by us, only up to the interface.
8.8 Clause 10 also applies to claims for damages. Further or other claims against us and other than those regulated in Clause 8
our vicarious agents due to a material defect are excluded.
9. Industrial property rights, copyrights; Defects of title
9.1 Unless otherwise agreed, we are obliged to make the deliveries free of industrial property rights and only in the country of the place of delivery
Third party copyrights (hereinafter: property rights). If a third party raises justified claims against the customer due to the infringement of property rights through deliveries made by us and used in accordance with the contract, we shall be liable to the customer within the limitation period (Section 8.2) as follows:
9.1.1 At our option and at our expense, we will either obtain a right of use for the deliveries in question, change them so that
the property right is not violated or exchanged. If this is not possible for us under economically reasonable conditions, the customer is entitled to the statutory rights of withdrawal or reduction in price.
9.1.2 Clause 10 also applies to claims for damages.
9.1.3 The above-mentioned obligations affecting us only exist insofar as the customer informs us about those asserted by the third party
Claims are immediately informed in writing, a violation is not recognized and we reserve the right to take all countermeasures and settlement negotiations. If the customer ceases to use our deliveries to reduce damage or for other important reasons, he is obliged to point out to the third party that the cessation of use does not constitute an acknowledgment of an infringement of property rights.
9.2 Claims by the customer are excluded insofar as he is responsible for the infringement of property rights.
9.3 Claims are also excluded insofar as the infringement of property rights is caused by or caused by special requirements of the customer
that our deliveries are changed by the customer or used together with products not supplied by us.
9.4 In the event of violations of property rights, the provisions of Clauses 8.3, 8.4 and 8.3 apply to the claims regulated in Clause 9.1.1
8.5 accordingly.
9.5 In the event of other legal defects, the provisions of Section 8 apply accordingly.
9.6 Further claims or claims other than those regulated in this section 9 against us and our vicarious agents due to a legal defect
are excluded.
10. Other claims for damages
10.1 We are solely liable in accordance with the statutory provisions under the following conditions.
10.2 Claims for damages and reimbursement of expenses (hereinafter: claims for damages), for whatever legal reason, in particular due to
Violation of duties from the contractual relationship and from tortious acts are excluded.
10.3 Liability for indirect damage and consequential damage such as loss of use, lost profit, damage from business interruption and
Financing costs are excluded.
10.4 The above limitations of liability (Clause 10.2 and Clause 10.3) do not apply if liability is mandatory, e.g. according to
Product Liability Act, in cases of willful misconduct or gross negligence, due to injury to life, limb or health, due to the assumption of a guarantee for the quality of an item or due to the breach of essential contractual obligations, i.e. such contractual obligations, the fulfillment of which the proper execution of the contract in the first place and on compliance with which the customer regularly trusts and can rely. Compensation for the breach of essential contractual obligations is limited to the foreseeable damage typical for the contract, unless there is intent or gross negligence or liability is due to injury to life, limb or health.
10.5 Insofar as the customer is entitled to claims for damages according to this section 10, these shall expire when the claims for material defects have expired
Limitation period in accordance with Section 8.3.
10.6 A change in the burden of proof to the detriment of the customer is not associated with the above liability regulations.
11. Impossibility; Contract adjustment
11.1 If the agreed delivery is impossible, the customer is entitled to demand compensation in accordance with Section 10, unless
that we are not responsible for the impossibility. However, the purchaser's claim for damages is limited to 10% of the value of that part of the delivery that cannot be used appropriately due to the impossibility. This limitation does not apply if liability is mandatory in cases of willful intent or gross negligence or due to injury to life, limb or health; this does not involve a change in the burden of proof to the detriment of the customer. The right of the customer to withdraw from the contract remains unaffected.
11.2 In the event of temporary impossibility, section 4 (default) applies.
11.3 Insofar as unforeseeable events within the meaning of Section 4.3 change the economic significance or the content of the deliveries significantly
or have a significant impact on our operations, the contract will be adapted appropriately in good faith. If this is not economically justifiable, we have the right to withdraw from the contract. If we want to make use of this right of withdrawal, we have to inform the customer immediately after recognizing the consequences of the event, even if an extension of the delivery period was initially agreed with the customer.
12th Export permits, right of transfer
12.1 The export of the delivery items can - z. B. due to their type or their intended use - are subject to approval.
12.2 We can transfer the rights and obligations from this contract to a third party. The transfer will not take effect if the customer
objects in writing within four weeks of receiving a corresponding notification; We will point this out in the notification.
13. Place of performance, place of jurisdiction, choice of law
13.1 The place of performance for our deliveries is Holzkirchen. If we also have to provide work (e.g. assembly), the place of performance is to this extent
the place where the services are to be provided. The place of performance for the purchaser's obligation to pay is the paying agent specified in our invoice.
13.2 The exclusive place of jurisdiction for all legal disputes, also for bill and check processes, is Munich. However, we can do the ordering process
also sue at the courts of his general place of jurisdiction or at the place of the infringement.
13.3 The law of the Federal Republic of Germany applies exclusively to all legal relationships between the customer and us, excluding the
United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention / CISG).
14th miscellaneous
14.1 Pre-acceptance / acceptance
The preliminary acceptance takes place in our factory in Holzkirchen, Hilden or in Mezzolombardo. The preliminary acceptance is carried out in the presence of responsible persons of the client (project manager, worker, maintenance) occupational safety of the client. The costs (travel, hotel, meals, departure, etc.) for these persons are borne by the client.
The preliminary acceptance is a provisional, simulated test setup with the customer's available product samples, containers, etc. The preliminary acceptance, with reference to the promised properties, serves to check the following points: function, safety, components used, labeling, coloring, etc. The client will be informed of the preliminary acceptance date no later than 8 days in advance. A preliminary acceptance report is created and must be signed by the client.
The final acceptance / final acceptance takes place at the contractually agreed delivery location in the presence of the client's acceptance and signature. The final acceptance serves to check the promised device properties and is independent of the client's systems or machines. The acceptance report from Zeilhofer HHT GmbH & Co. KG is used for this purpose. If a client acceptance report is required, it must be available at the time of acceptance and kept by the client. This acceptance protocol is kept in addition to the protocol of the contractor.
The AG is obliged to accept the AN's system. It is to be carried out immediately on the acceptance date, alternatively after notification of readiness for acceptance by the contractor. Acceptance cannot be refused due to minor defects. The acceptance is deemed to be the point in time at which risk passes to the client. If the acceptance is delayed due to circumstances for which the client is responsible, the risk is transferred to the client on the day of notification of readiness for acceptance. The system is considered accepted as soon as the device or devices are used in the production process. Costs that arise due to non-acceptance or even postponement of the date will be charged to the client.
Additional orders such as supplements, modifications, changes or additions have no influence on the final acceptance.
14.2 Assembly
Unless otherwise agreed, the weekly working time is 40 hours (Monday to Friday from 6:00 a.m. to 7:00 p.m. at the latest). Other assembly times are charged with the following surcharges:
1st and 2nd overtime: 25% / 3rd overtime: 50%
Saturday / Sunday: 50%
Public holidays subject to wage payment: 150%
For night work (from 7:00 p.m. to 6:00 a.m.) 30%
The surcharges are calculated based on our current hourly rates. Hotel and expenses are calculated separately. In principle, the holiday regulations applicable at the place of use apply.
The client must ensure that the assembly site is cleared or accessible at the time of assembly. The client bears any additional costs caused by, for example, a delay or even a new arrival. For the delivery of our material to the point of use, we require a gate opening with a passage width of at least 3m. The responsible fitters must be allowed to use changing and sanitary facilities. Likewise, the necessary entry permits for the contractor's assembly staff or suppliers commissioned by the contractor are to be issued by the client or submitted in good time. The danger area must be secured by the client. In the course of commissioning, adjustment work or functional tests, it may be necessary to deactivate the corresponding safety devices or measures in the running production facilities. This must be done by the client. The assembly price included in the offer, unless otherwise specified, includes assembly on normal working days.
14.3 Installation
The respective handling device is put into operation directly after the respective assembly. During commissioning, the device information and the installation location are checked using the documents approved by the client. The technology of the device or devices is also checked and a functional and safety test is then carried out. Original parts and the corresponding sample parts relevant to the order must be made available by the client in sufficient time for the function test. Commissioning is carried out by our assembly staff in the presence of the responsible persons from the client. In any case, it must be possible to operate the system or components together for successful commissioning.
14.4 Generally
In order to enable a timely process, in the case of an order we assume that we receive all the information necessary for a smooth project run no later than one week after receipt of the order.
Layout in DWG including possible interfering contours (e.g. hall supports, hall beams, lines)
Information on the floor covering (if steel construction is supplied by contractor and column devices)
CAD data of the components, containers, stations or storage stations
File formats: STEP, CATPart (correct positioning or data exchange point); CGR up to max. 30 Mb
Data must be provided in such a way as it has to be moved in the station (component assembly status) or how it is delivered there.
Information about the type of components, component mounts and the center of gravity of the component
Geometric information (lengths / widths / heights)
Defined grip points
If this is not the case, the delivery time will be extended accordingly. The drawings are to be delivered in an adjusted (only for handling relevant elements) presentation and in a compilation, including workpiece carriers. The drawings must also be suitable for carrying out the necessary examinations without the contractor having to make adjustments here. In the event of deviations in the file format and the data size, additional costs may be incurred and the delivery time may be extended accordingly.
The client must provide the sample parts / product samples for project planning or for test purposes after the order has been placed immediately after the order has been placed. The delivery or return of the sample parts from the Holzkirchen plant is carried out by the AG. The sample parts must be provided in the appropriate assembly or processing state and in the final construction stage, including the container / load carrier. Since the sample parts are used for test purposes, the contractor assumes no liability for any damage to the sample parts. The acceptance with AG takes place accordingly with the parts made available. Special requirements for prototypes such as the commissioning of a VDS-certified security service are to be taken over by the client.
The contractor is certified according to ISO 9001: 2008. Among other things, ISO 9001: 2008 requires a customer signature when the model is released. This approval / technical approval must be given within 3 working days. In the event of a delay in approval, we reserve the right to adjust the delivery date.
According to DGUV52 § 26, the maintenance / UVV inspection of our systems must be carried out at least once a year. The contractor takes on the maintenance for the manipulator or manipulators. A corresponding offer or a maintenance contract will be sent when the project is completed or shortly before the next maintenance interval. If the client transfers the maintenance to a third party, all warranty claims for the duration of the warranty expire.
Spare parts / spare part packages are only part of the offer if they are ordered during the project period. An order according to BBÜ or other acceptance processes will not be accepted. Spare parts / spare part packages that are offered via a separate offer with their own offer number are not part of the main order and will be billed individually.