1 Scope of application
1.1 All orders are based exclusively on the General Terms and Conditions of Purchase of ROMA KG (ROMA). They shall be deemed to have been accepted even without express confirmation upon acceptance of the order or its - even partial - execution. They shall also apply if ROMA accepts deliveries without reservation in the knowledge that the supplier's terms and conditions conflict with or deviate from these General Terms and Conditions of Purchase. Deviating order confirmations, agreements or terms and conditions of the supplier shall require the express consent of ROMA in text form in order to be effective.
1.2 ROMA's General Terms and Conditions of Purchase shall only apply to companies within the meaning of Section 14 (1) of the German Civil Code (BGB). They shall also apply to all future business transactions with the supplier, even if they are not separately agreed again.
2 Offers of the supplier
2.1 The supplier shall adhere exactly to ROMA's respective inquiry in its offers and, in the event of deviations, expressly point this out.
2.2 Cost estimates shall only be remunerated by special agreement.
3 Orders from ROMA
3.1 Orders and changes to orders from ROMA shall be made in text form. The content of verbal and telephone discussions shall only be binding if confirmed by ROMA in text form. Insofar as ROMA's orders do not expressly contain an acceptance period, ROMA shall be bound by its orders for two weeks after the date of the order. Subject to § 149 BGB, the receipt of the order confirmation by ROMA shall be decisive for timely acceptance. Late acceptance shall be deemed a new offer and shall require acceptance by ROMA.
3.2 The supplier shall check the order immediately for recognizable errors, ambiguities, incompleteness and unsuitability of the specifications selected by ROMA for the intended use and shall inform ROMA immediately of any necessary changes or clarifications to the order.
4 Deadlines and consequences of exceeding deadlines
4. 1 Delivery dates or deadlines agreed or confirmed by the supplier shall be binding. The supplier shall be obliged to inform ROMA immediately if it is likely to be unable to meet agreed delivery dates or deadlines or those confirmed by it - for whatever reason.
4.2 If the supplier fails to provide the service due, ROMA shall be entitled to the statutory claims without restriction.
4.3 Roma reserves the right to demand an agreed contractual penalty for improper performance (§ 341 BGB) until final payment.
5 Prices
5.1 The prices are fixed prices. They include all expenses in connection with the deliveries and services to be provided by the supplier.
6 Processing and delivery
6.1 Subcontracts may only be awarded with our consent, unless they merely concern the supply of marketable parts. Delivery call-offs are binding with regard to the type and quantity of the goods called off and the delivery time. Partial deliveries require the express consent of ROMA in text form.
6.2 Each delivery shall be accompanied by a delivery bill stating our order number, article number and the description of the contents according to type and quantity. If the delivery bill is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment.
6.3 As a rule, the goods shall be delivered in commercially available disposable standard packaging. If reusable packaging is used, the supplier must ensure that it has sufficient empties for production and timely delivery. Returns shall be made in consultation with ROMA. If, in exceptional cases, we agree to bear the packaging costs, these shall be charged at the verifiable cost price.
6.4 For devices, a technical description and instructions for use must be supplied free of charge. In the case of software products, the delivery obligation is only fulfilled when the complete (system and user) documentation has also been handed over. In the case of programs specially created for ROMA, the program must also be delivered in the source format.
6.5 If the supplier provides deliveries or services on ROMA's premises, it shall be obliged to comply with the instructions on safety, environmental protection and fire protection for external parties as amended from time to time.
6.6 The supplier shall provide ROMA with proof of origin (e.g. supplier's declarations, movement certificates or declarations of origin on the invoice within the meaning of the preferential agreements of the European Community, certificates of origin in accordance with the non-preferential provisions on origin) with all the necessary details and duly signed once a year as a long-term declaration or per delivery without being requested to do so and without delay.
7 Invoices, payments
7.1 Invoices must be submitted separately from the goods and must contain the ROMA order number and the delivery note number. If this is not the case, the payment period shall not commence until the allocation of this invoice has been clarified.
7.2 The supplier's claims to the agreed price shall become due for payment no later than 30 days after complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice in accordance with clause 7.1. If ROMA pays within 14 calendar days, the supplier shall grant a 3% discount on the net amount of the invoice. Agreements deviating from this shall require the express consent of ROMA. In the case of bank transfer, the receipt of the transfer order by the bank shall be sufficient for timeliness.
7.3 Payments shall not constitute recognition of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or service, ROMA shall be entitled, without prejudice to other rights, to withhold payments on claims arising from the business relationship to a reasonable extent until proper fulfillment.
7.4 The assignment of claims of the supplier against ROMA to third parties is excluded. § Section 354a of the German Commercial Code shall remain unaffected by this prohibition of assignment.
8 Safety, environmental protection
8.1 The supplier guarantees and assures that all deliveries/services comply with the latest state of the art, the relevant legal provisions and the regulations and guidelines of authorities, professional associations and trade associations.
8.2 The supplier is obliged to determine and comply with the current status of the guidelines and laws applicable to its components with regard to substance restrictions. He is also obliged not to use prohibited substances. Avoidance and hazardous substances in accordance with the applicable laws and directives must be indicated on the supplier's specifications and data sheets. If applicable, the safety data sheets must be submitted with the offers and with the delivery bill for the first delivery (at least in German or English). ROMA must be informed immediately of any information concerning the exceeding of substance restrictions and the delivery of prohibited substances.
8.3 The supplier shall be solely responsible for compliance with the accident prevention regulations when making deliveries and providing services. Any protective devices required in accordance with these regulations and any instructions from the manufacturer must be supplied free of charge.
9 Import and export regulations, customs
9.1 In the case of deliveries and services from a country outside Germany that is a member of the EU, the supplier's EU VAT identification number must be stated.
9.2 Imported goods shall be delivered duty paid. The supplier is obliged to provide the required declarations and information within the framework of Regulation (EC) No. 1207/2001 at its own expense, to permit inspections by the customs authorities and to provide the necessary official confirmations.
9.3 The supplier shall be obliged to inform ROMA in detail and in writing of any authorization requirements for (re-)exports in accordance with German and European export and customs regulations, as well as export and customs regulations of the country of origin of the goods and services.
10 Transfer of risk, acceptance, ownership rights
10.1 Even if shipment has been agreed, the risk of accidental loss and accidental deterioration shall only pass to ROMA when the goods are handed over at the place of destination (delivery address) specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to ROMA's place of business. If delivery with installation or assembly has been agreed, acceptance by ROMA shall be decisive for the transfer of risk. Commissioning or use shall not replace acceptance.
11. obligation to inspect and give notice of defects, inspection costs
11.1 In all cases, even if the delivery has previously become the property of ROMA or has been handed over to the forwarding agent, carrier or other agent of ROMA, the obligation to inspect and to give notice of obvious and recognizable defects or deviations in quantity shall only commence when the proper dispatch note has been received and the goods have been delivered in full to ROMA or a third party designated by ROMA at the agreed time and place. As a rule, ROMA shall fulfill its obligation to inspect the goods by taking meaningful random samples. If spot checks cannot be carried out in individual cases, defects shall be deemed to be hidden defects. ROMA shall give notice of hidden defects as soon as they are discovered. The notification period for obvious, recognizable and hidden defects shall be 10 working days after delivery, in the case of hidden defects from the time of discovery. The notice period shall be deemed to have been complied with if the notice of defects is sent within this period.
11.2 If repeated or further inspections are necessary as a result of identified defects, the supplier shall bear all material and personnel costs for this.
12 Quality
12.1 The supplier shall constantly align the quality of its products to be delivered to ROMA with the latest state of the art and shall inform ROMA of any possibilities for improvement and technical changes.
12.2 The supplier shall set up and expand a documented quality management system that is suitable in type and scope and corresponds to the latest state of the art. He shall prepare records, in particular of his quality inspections, and make these available to ROMA on request.
12.3 The supplier agrees to assist in quality audits to assess the effectiveness of its quality assurance system by ROMA or a person authorized by ROMA.
12.4 At ROMA's request, the supplier shall be obliged to conclude a quality assurance agreement. The aim of this agreement is to improve the supplier's delivery quality and reliability to such an extent that a regular incoming goods inspection by ROMA can be dispensed with. Should defects occur, the provisions for hidden defects according to point 11 shall apply.
13 Warranty for material defects and defects of title
13.1 The statutory provisions shall apply without restriction to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly, defective assembly, operating or operating instructions), unless otherwise stipulated below.
13.2 In accordance with the statutory provisions, the Supplier shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk. In particular, those product descriptions which - in particular by designation or reference in the order or by reference in these General Terms and Conditions of Purchase - are the subject of the respective contract or have been included in the contract in the same way as these General Terms and Conditions of Purchase shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, the seller or the manufacturer.
13.3 Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for warranty rights is 3 years from delivery. If acceptance has been agreed, the limitation period shall commence upon acceptance. Otherwise, the statutory limitation provisions shall apply without restriction, in particular the provisions for building materials and components (Section 438 (1) No. 2 BGB).
13.4 The supplier shall generally deliver or perform in accordance with ROMA's plans and drawings in their most recent version. If the supplier accepts the order, the conformity of the delivery or service with the requirements shall be deemed to be expressly assured.
13.5 The acceptance or approval of samples or specimens submitted shall not constitute a waiver of ROMA's rights in respect of defects.
13.6 In urgent cases, i.e. if operational safety is jeopardized, to prevent extraordinarily high damages, to avoid its own delay in delivery, to remedy minor defects, as well as in the event of the supplier's delay in remedying a defect, ROMA shall be entitled, after informing the supplier in advance and the expiry of a reasonably short grace period appropriate to the situation, to remedy the defect and any resulting damages itself or have them remedied by a third party at the supplier's expense.
14. indemnification in the event of material defects and defects of title
14.1 In addition to its rights arising from defects, ROMA shall be entitled without restriction to the rights and recourse claims arising from the special provisions for supply chains (recourse of the entrepreneur pursuant to Sections 478, 479 BGB; recourse of the seller pursuant to Sections 445a, 445b BGB).
14.2 The supplier shall indemnify ROMA against all claims asserted against ROMA by third parties - irrespective of the legal grounds - due to a material defect or defect of title or any other defect in a product supplied by you and shall reimburse the necessary costs of our legal action in this respect.
15 Technical documents, tools, means of production
15.1 Technical documents, tools, works standard sheets, means of production etc. provided by ROMA shall remain the property of ROMA; all trademark rights, copyrights and other industrial property rights shall remain with ROMA. In this respect, the supplier shall not be authorized to assert a right of retention. The supplier may only use the aforementioned items for the execution of the order and may not hand them over or otherwise make them accessible to unauthorized third parties. The duplication of the aforementioned items is only permitted to the extent that it is necessary for the execution of the order and the maintenance of the ability to deliver.
15.2 If the supplier produces the items referred to in clause 15.1 sentence 1 for ROMA in part or in full at ROMA's expense, clause 15.1 shall apply accordingly, whereby ROMA shall become the (co-)owner in accordance with its share of the production costs. The supplier shall store these items for ROMA free of charge; we may at any time acquire your rights in relation to the item by reimbursing expenses not yet amortized and demand the return of the item.
15.3 The supplier shall be obliged to care for and maintain the aforementioned items free of charge and to remedy normal wear and tear. If the supplier commissions a subcontractor with the manufacture of tools and samples for the execution of our order, it shall assign to ROMA its claims against the subcontractor for the transfer of ownership of the tools and samples.
16. provision of material
16.1 Material provided by ROMA shall remain the property of ROMA and shall be stored by the supplier free of charge and with the care of a prudent businessman separately from its other items and marked as the property of ROMA. It may only be used for the execution of our order. Damage to the material provided shall be replaced by the supplier unless the supplier is not responsible for such damage.
16.2 If the supplier processes the material provided or transforms it, this activity shall be carried out for ROMA. ROMA shall become the direct owner of the new items created in the process. If the material provided constitutes only a part of the new goods, ROMA shall be entitled to co-ownership of the new goods in the proportion corresponding to the value of the material provided contained therein.
17 Confidentiality
17.1 The Supplier is obliged to treat all commercial and technical details which are not in the public domain and which become known to it through the business relationship (so-called business secrets) as confidential and not to disclose them to third parties. Reverse engineering (§ 3 Para. 1 No. 2 German Trade Secrets Act) is not permitted. Subcontractors shall be bound by this (non-disclosure) obligation.
17.2 If the supplier becomes aware that a trade secret has been disclosed to third parties without authorization or has been lost, ROMA must be informed immediately.
17.3 The manufacture for third parties, the display of products manufactured especially for us, in particular according to our plans, drawings or other special requirements, publications concerning the orders and services as well as the reference to this order vis-à-vis third parties shall require the prior written consent of ROMA. These shall remain the property of ROMA.
17.4 The confidentiality obligation shall remain in force beyond the duration of the contract and shall only expire if and insofar as the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
18 Miscellaneous
18.1 Unless otherwise agreed, the place of performance shall be the registered office of ROMA.
18.2 If the supplier is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, Burgau shall be the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship. If the dispute relates to the business operations of a branch of ROMA, the location of the branch shall be the exclusive - also international - place of jurisdiction, provided the supplier is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. In this case, however, ROMA shall also be entitled to bring an action at the supplier's place of jurisdiction.
18.3 German law shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods.
