General Conditions of Purchase

General Conditions of Purchase
of Helmholtz-Zentrum Geesthacht Zentrum für Material- und Küstenforschung GmbH
Version of March 24, 2014
These GCP constitute merely a convenience translation. Exclusively, the German AEB of HZG are legally binding.
1. General information
10. Ownership, confidentiality
These General Conditions of Purchase shall apply unless otherwise agreed upon in writing
between Helmholtz-Zentrum Geesthacht Zentrum für Material- und Küstenforschung GmbH
(“HZG”) and the contractor (“Provider”) for all deliveries and services ordered. By submitting an
offer, by confirming an order, by accepting or by executing an order, the Provider agrees to these
General Purchasing Terms. All deviating General Purchasing Terms of the Provider shall apply,
only if and to the extent that they have been expressly accepted in writing. This applies even if the
Provider refers to his General Purchasing Terms; this case does not require any objection by HZG.
Reference number and date of HZG's letter must be indicated in all documents including invoices.
HZG collects and processes personal data through automated processes (note in accordance with
Paragraph 33 BDSG).
Offers must be submitted free of charge and without obligation for HZG. The Provider shall adhere
to the offer in terms of quantity, quality and execution of the request or tender and he shall
explicitly refer to any existing deviations. He shall be in principal bound to his offer for 30 days,
unless longer binding is agreed. The order must be in writing in order to be binding. Verbal
agreements shall only be valid, if HZG confirms them in writing. Orders must be confirmed
promptly in writing by the Provider. If the Provider does not accept the order within 10 working
days from receipt in writing, then HZG shall be entitled to cancel the order.
Deliveries and services of the Provider shall be carried out in each case without reservation of
ownership. HZG acquires full ownership of the delivery or service with acceptance; the same
applies to the documents supplied by the Provider (Clause 4, phrase 6). If the order consists of a
development, then HZG shall acquire by accepting the service the sole ownership of the
development subject, including any existing intellectual property rights or other rights for software.
Upon handover the Provider shall declare that he has the full right of disposal and that there are no
third party rights. Materials supplied of any kind shall remain the property of HZG. They should be
labelled as such and stored, marked and managed separately. Should materials supplied be
processed, transformed, combined with other items or mixed, then HZG shall acquire the sole
ownership of the new item. The Provider shall keep them free of charge for HZG. All title and
copyrights in documents of HZG that he had provided to the Provider, shall remain the exclusive
property of HZG. The documents shall be returned immediately upon request with all copies or
reproductions. The documents of HZG may only be used for the purposes set out under the
contract and shall be issued to any third party only with the express written consent of HZG. As far
as HZG provides technical documents (e.g. construction drawings and descriptions) to the
Provider, these shall be treated as confidential by the Provider and may be disclosed only to
employees bound by the Provider to treat them as confidential. They may not be commercially
exploited and they shall not be made the subject of applications for intellectual property rights. In
breach of the above conditions the Provider shall be liable towards HZG for the entire damage.
3. Prices
11. Invoicing and payment
2. Offer, order, confirmation of order
The agreed prices are fixed prices without applicable Value Added Tax and are for delivery to the
agreed place of use (unloaded), including packaging and other incidental expenses. Unless
otherwise agreed, freight and packaging costs should be advanced by the Provider and shown
separately on the invoice. Price escalation clauses may be allowed even with longer delivery
periods only in exceptional cases. If a price escalation clause is required for delivery periods
exceeding 18 months, then material, wage and solid shares should be broken down as a
percentage and the calculation basis for this should be specified. When determining the prices, the
provisions of regulation PR No 30/53 on the prices for public contracts in connection with the
Guidelines for pricing on the basis of self-costs (LSP) shall apply. By accepting the order, the
Provider agrees with a price check by the Federal Ministry for Education and Research or its
4. Execution of the contract, observance of regulations
The Provider agrees to comply with the relevant laws and government regulations and
requirements when fulfilling the contract. Delivery or performance shall correspond to the safety,
industrial safety, accident prevention, relevant standard, DIN, VDE and other provisions and
technical regulations, including GPSG-, VDE, TR and AD rules. Furthermore, the machines and/or
safety components, pressure equipment to be delivered as defined by the PED or electronic and
electrical equipment must be provided with the CE marking of conformity (CE mark), the
declaration of conformity and an operating manual and other mandatory labelling. Necessary
safety equipment and conformity markings in accordance to such provisions should be taken into
account during the Provider's calculation and shall belong to the scope of delivery, even if not
specifically mentioned in orders, requests or tenders of HZG. Should the Provider have doubts
about the method of execution requested by HZG, he shall immediately notify HZG in writing. All
documents (plans, test reports, inspection certificates, drawings, operating instructions, etc.)
required for acceptance, operation, maintenance and repair should be supplied free of charge by
the Provider, if necessary, in a form suitable for copying. The engagement of a subcontractor by
the Provider requires the explicit consent of HZG.
5. Delivery deadlines, delay
The agreed delivery periods are binding. Compliance with the delivery deadline or delivery periods
shall be determined by arrival of non-defective goods at the place of reception or use indicated by
HZG or the acceptance of delivery or performance by HZG. Should delays be expected, the
Provider shall notify thereof immediately in writing, stating the reasons and probable duration.
6. Right of notification and inspection
HZG and its agents shall be entitled to notify the Provider within operating hours of the contractual
performance of delivery, to take part in factory inspections and carry out inspections. The cost of
inspections initiated by HZG shall be borne by HZG, insofar as the personnel or material for
carrying out the inspections is provided by HZG. If the agreed inspection is negative for reasons
that the Provider is responsible for, and must therefore be repeated, then the total costs of reinspection shall be borne by the Provider. The Provider shall obligate his suppliers and
subcontractors in writing that the control rights of HZG, referred to in this section, may be
exercised by them as well. The inspections do not relieve the Provider from his liability for defects
and general liability.
7. Contract amendment
HZG may demand amendments to the delivery item or service even after the contract is
concluded, as far as this is acceptable by the Provider. Amendments and their effect on pricing,
delivery time or other terms and conditions shall be in writing according to no. 2 of these General
Purchasing Terms.
8. Shipping and customs
A shipping notice should be timely sent to HZG prior to delivery of the delivery items. Delivery must
be accompanied by a delivery note. For deliveries from foreign customs territories, the Provider
shall promptly contact HZG for the purposes of customs and import clearance.
9. Acceptance
If delivery or service is performed in a condition which is in accordance with the contract, it shall be
accepted. If trial operation is provided for, then acceptance shall be declared by means of a joint
acceptance report following faultless trial operation. The HZG acquires full ownership of the object
of delivery or service after handover with acceptance; the same applies to the documents supplied
by the Provider (Clause 4).
Invoices shall be submitted in a single copy. The invoices must comply with the legal
requirements. Payments shall be made, unless otherwise agreed, either within 14 days with 2%
discount or after 30 days strictly net. In case of incorrect delivery or service fulfilment HZG is
entitled to withhold payment in whole or proportionately until the contract has been duly performed.
Payments are principally made neither in advance nor in instalments. If payment in instalments is
expressly agreed between HZG and the Provider deviating from these General Purchase Terms,
payments shall be made only against an unlimited advance payment bond acceptable to HZG in
the amount of each instalment payable plus applicable VAT.
12. Material liability for defects and legal liability for defects
The Provider shall be liable in accordance with statutory provisions for material defects and legal
defects. He guarantees careful and proper fulfilment of the contract, in particular compliance with
the stipulated specifications and other implementation regulations of HZG in accordance with the
latest developments in science and technology, as well as the quality and suitability of the delivery
in materials, construction and implementation and documents belonging to the delivery (drawings,
plans etc.). The stipulated specifications are considered contractually assured and guaranteed
properties of the delivered item or service. The provisions of Paragraphs 633, section 2 to 639
BGB are also applicable to purchase and service delivery orders; HZG can also exercise his rights
pursuant to Paragraphs 459 ff BGB at his discretion. HZG shall immediately notify the Provider in
writing of any obvious defects of the delivered goods/services as soon as these are discovered in
the course of a regular course of business and at the latest within 8 calendar days from receipt of
the delivery by HZG. The Provider shall warrant for the delivered spare parts and repair work as
for the subject of the delivery; the warranty period begins after the remedy of defects. For delivered
parts that could not remain in operation due to warranty defects, the warranty period shall be
prolonged for the duration of operation interruption. The costs borne by the Provider during remedy
of the defects shall include the cost of packing, freight and delivery, the work expended for
dismantling and installing, travel costs and the implementation of remedial measures for HZG.
13. Property rights
The Provider warrants that during the execution of the contract, as well as during delivery and use
of the object or service delivered, no third party property rights shall be violated. He indemnifies
HZG, upon first written request, of any third party claims arising from any infringements of property
14. Promotion material
The Provider shall indicate his business relationship with HZG in promotion material only with the
latter's express consent. The contracting Parties undertake to treat all commercial or technical
details that are known to them through the business relationship as business secrets, while
subcontractors shall be bound accordingly.
15. Termination and withdrawal
HZG is entitled without prejudice to any other termination and withdrawal rights, to terminate the
contract or withdraw from it when there are negotiations on the Provider's part within the meaning
of Paragraphs 333, 334 StGB (granting of advantages, bribery). HZG may in addition require
reimbursement from the Provider of all damages. HZG may also cancel or terminate the contract if
insolvency proceedings or judicial proceeding has been opened for the Provider's property or
Provider has temporarily suspended its payments.
16. Safety regulations and regulatory actions
Safety regulations and regulatory actions of HZG must be observed for deliveries and services in
the premises and areas of HZG, which in this case are part of the contract.
17. Place of fulfilment and jurisdiction
Place of fulfilment for the Provider shall be the registered headquarters of HZG or any other place
of use designated by HZG. Jurisdiction is Hamburg, provided the Provider is a businessman.
18. Governing law
The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on
Contracts for the International Sale of Goods (UNCITRAL / CISG) shall not apply. If the service
has been tendered due to VOL/A, VOL/B shall apply additionally; otherwise the German Civil Code
shall apply in addition.
19. Final provisions
Should any provision of the contract or these General Purchase Terms be invalid, the contract and
the General Purchase Conditions shall remain in effect. This does not apply if adherence to the
contract or the General Purchase Terms constitutes unreasonable hardness for one party.