General Terms and Conditions of Purchase HolyPoly GmbH

Unless otherwise agreed in writing, these General Terms and Conditions of Purchase apply exclusively to the present order as well as all future orders and purchases. We do not accept any opposing or additional General Terms and Conditions of the seller, and they do not bind us, even if we do not expressly object to them or if we accept the delivery/performance without reservation.

Our orders are only binding if they are placed in writing or in text form. Oral agreements are only effective if confirmed by us in writing. The seller is obliged to confirm our order in a legally binding manner within 3 working days. If the seller does not confirm the order within this period, we are only bound by the order if we expressly confirm it again.

The price stated in the order is binding. This price includes the costs for delivery, packaging, and transport insurance. Unless otherwise agreed in an individual case and confirmed by us in writing, payment shall generally be made within 14 days of delivery and receipt of the invoice with a 3% discount or within 30 days net.

The agreed delivery dates are binding. The decisive factor for meeting the delivery date or delivery deadline is the receipt of the goods at the receiving or usage location specified by us.

The seller is obliged to notify us in writing without delay if circumstances arise or become apparent to them, indicating that the agreed delivery time cannot be met. If the agreed delivery time is not met for reasons attributable to our contractual partner, we are entitled, after the unsuccessful expiry of a reasonable grace period set by us, to claim damages in lieu of or in addition to performance or to obtain replacement from a third party and withdraw from the contract.

Invoices must be sent to us by email as a PDF document when the goods are dispatched. The invoices must include our order number and the order date. Each delivery must be invoiced separately. In the case of partial deliveries, the remaining quantity must be indicated. Our payment does not constitute an acknowledgment of the seller’s performance in accordance with the contract.

Shipping notifications must be sent to us on the day of dispatch, stating our order number and order date. A delivery note indicating our order number must be enclosed with all deliveries. The manner in which the goods are used is at our discretion.

The seller bears all transport, insurance, and customs clearance costs up to the destination specified by us. The risk passes to us only after the goods have been unloaded at the destination.

We are entitled to inspect the goods only after delivery to the final destination. Obvious defects must be reported within two weeks of delivery, hidden defects within one week of discovery.

In the event of defects, we are entitled to the full scope of statutory warranty claims. We are entitled to demand, at our discretion, the rectification of defects or the delivery of defect-free goods. The right to claim damages, particularly in lieu of performance, is expressly reserved.

The seller indemnifies us from any claims arising from product liability or under the Product Liability Act, insofar as the seller or its supplier has caused the defect that triggered the liability.

The seller undertakes to work exclusively according to the zero-defect strategy. At our request, the seller must provide proof of quality assurance through a recognized quality assurance system. Deliveries and services must be provided in accordance with the principles of the international quality standard DIN EN ISO 9001. Deliveries and services must comply with the legal and regulatory requirements in the country of manufacture and the country of destination.

We are entitled to verify the status of quality assurance at the seller’s premises during regular business hours after prior notification.

The seller guarantees that the goods they supply comply with the respective valid chemical regulatory requirements, e.g., the REACH Regulation (EC No. 1907/2006), and that all components of the goods are properly registered in accordance with the applicable chemical regulatory provisions.

The seller guarantees that we can use the goods delivered within the framework of applicable law without infringing any patents, trademarks, or other intellectual property rights of third parties.

The delivered goods become our unrestricted property upon payment. Further retention of title, especially the so-called extended retention of title in all its forms, is excluded.

The seller is obliged to pay all employees at least the applicable statutory minimum wage. Furthermore, they must ensure that their subcontractors are also bound to this, insofar as the Minimum Wage Act applies to the subcontractors.

The seller is obliged to comply with the statutory provisions and internationally recognized human rights, particularly the prohibition of child and forced labor, human trafficking, corruption, and discrimination.

The seller is also required to comply with statutory working time regulations and any applicable occupational safety standards. Furthermore, they must ensure that their subcontractors comply with the aforementioned points, insofar as they are legally binding for the subcontractors.

When fulfilling this contract, the seller undertakes to strictly comply with applicable laws concerning bribery of public officials and private individuals, money laundering, and other forms of corruption.

The seller will minimize the environmental impact of its activities in connection with its services as much as possible, particularly regarding climate-damaging emissions, waste, and the consumption of natural resources.

The place of jurisdiction is Dresden, Germany. The law of the Federal Republic of Germany applies, excluding the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) and the provisions of private international law. Furthermore, the latest version of the Incoterms applies.

Should individual provisions of these General Terms and Conditions of Purchase be or become invalid or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid or enforceable provision that comes as close as possible to the economic purpose of the invalid provision.