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Venjakob is always interested in new suppliers: No matter if it is for creative surface materials, great design ideas, innovative fittings or cable ducts - we are are looking forward to your suggestions and presentations. Please contact us, Venjakob provides opportunities!

Contact:

Wilfried Linnenkamp
wilfried.linnenkamp(at)venjakob-moebel.de
+49 52 09 / 592 260

GENERAL
TERMS AND CONDITIONS OF PURCHASE

1. GENERAL

1.1. These terms and conditions of purchase only apply to merchants if the contract is connected with the operation of their commercial trade, legal persons governed by public law or public law funds.

1.2. Our terms and conditions of purchase apply exclusively. We do not acknowledge the supplier's terms and conditions that are contrary to or that diverge from our terms and conditions of purchase unless we have expressly approved their validity in writing. Our terms and conditions of purchase also apply if we receive or pay for goods from the supplier unconditionally whilst being aware of the supplier's terms and conditions that are contrary to or diverge from our terms and conditions of purchase.

1.3. These terms and conditions of purchase also apply for all future business transactions with the supplier insofar as these business transactions are of a similar nature.

2. OFFERS, ORDERS AND ORDER DOCUMENTATION

2.1. Offers and cost estimates are binding and are not to be remunerated unless otherwise expressly agreed. Unless this is specifically agreed in individual cases we do not accept any costs for and shall pay no remuneration for visits, planning and other preliminary inputs provided by the supplier in connection with the submission of offers.

2.2. Our order is without obligation and subject to change. The supplier is obliged to accept our order within a period of two weeks otherwise we have the right to cancel our order without incurring costs.

2.3. Insofar as in connection with the order we surrender images, construction drawings, calculations or other documentation to the supplier these remain our property and our rights to use these documents remain unaffected. The supplier is obliged to use these documents exclusively for the production of objects ordered by us and to treat these documents as confidential and not give access to these documents to third parties. These documents are to be returned to us immediately insofar as the supplier does not accept the order within the period outlined in § 2.2.

2.4. Orders and closures are required in written form. Any deviation from our orders, closures and delivery schedules is only permitted upon receipt of prior written agreement given by us. Verbal agreements of any kind - including subsequent changes and additions - only become binding once they are confirmed by us in writing. This confirmation can also be given via telefax or telecommunication (E-mail).

3. DELIVERY DATES

3.1. Agreed delivery dates and delivery periods are binding. For the purposes of the timeliness of deliveries the receipt at the receiving station stated by us is decisive.

3.2. The supplier is obliged to inform us in writing immediately if circumstances arise or become known that will lead to a failure to comply with the delivery time. In this case the reason and the expected duration of the delay are also to be imparted.

3.3. If the supplier runs into delivery delays we reserve the right to demand a pro rata delay penalty to the amount of 1% of the contractually agreed price per calendar week after commencement of the delivery delay amounting in total however to no more than 10% of the agreed price. The assertion of further claims remains unaffected. This pro rata penalty will be reduced if the supplier can prove lower or no losses incurred.

3.4. Acceptance of the delayed delivery or service does not constitute a waiver of any damages to which we are entitled.

3.5. The supplier may only cite the absence of necessary documents to have been supplied by us if the supplier has issued a written reminder for these documents and has not received them within an appropriate period.

3.6. Partial-, over- or underdeliveries are only permitted after express written permission from us.

4. FORCE MAJEURE

Force majeure, operational disruptions through no fault of our own, unrest, labour conflicts, regulatory measures and other unavoidable events release us for the duration of their existence from the obligation of timely acceptance. During such events and within a period of two weeks after their conclusion we are - with no affect on our other rights - entitled to completely or partially withdraw from the contract insofar as they cause a significant reduction of our requirements.

5. PRICES AND TRANSFER OF RISK

The prices stated in our order are fixed prices. They include all expenses in connection with the deliveries and services to be provided by the supplier. Unless otherwise agreed the prices are Delivered At named Place (DAP in accordance with Incoterms 2010) including packaging and exclusive of the lawful sales tax. For deliveries outside of the European Union the prices are Delivered Duty Paid (DDP in accordance with Incoterms 2010). The supplier bears the risk of accidental loss, destruction or deterioration until acceptance of the goods by us or our agents at the location at which the goods are to be delivered in good order.

6. TERMS OF PAYMENT

6.1. Payment will be made at our discretion via bank transfer or by the offsetting of counterclaims or by check. Unless otherwise agreed payments will be made within 30 days after the date of invoice taking due count of our payment pattern less 3% deduction within 90 days after the date of invoice taking due count of our payment pattern net cash. Our payment pattern provides for the following payment dates: Invoices received from the 27th of the month to the 12th of the following month will be settled 30 days later, i.e. on the 11th of the following month less deduction. Invoices received from the 13th of the month to the 26th of the following month will be settled 30 days later, i.e. on the 27th of the following month less deduction. Decisive is the day the payment is initiated, i.e. bank transfer or check issuance. If the deliveries are made earlier than contractually agreed the day of the agreed delivery date shall be deemed as being the invoice date in the event that invoices are issued prior to the agreed delivery date. The period starts from the point in time at which both the invoice and the goods are received by us or the service has been provided. Payment is made subject to invoice verification.

6.2. The assignment of receivables to third parties is excluded.

6.3. Payments do not constitute an acknowledgement that the delivery or service is in accordance with the contract.

7. LIABILITY FOR DEFECTS

7.1. The supplier guarantees that the deliveries and services are in accordance with the agreed specifications and are not flawed with defects which nullify or reduce their value or their suitability for the customary or contractually stipulated use.

7.2. We only inspect incoming goods in respect to obvious defects, transport damages, completeness and for goods identification purposes. We will make immediate notification of such defects. We reserve the right to perform a more comprehensive goods inwards inspection. Furthermore, we will also give notice as soon as such defects have been detected in the ordinary course of business. The supplier in this respect waives his right to object to late notification of defects.

7.3. Unless otherwise proven, item quantities, weights and dimensions shall be those values determined by us during the goods inwards inspection.

7.4. We are entitled to the unabridged statutory liability claims. In any case we are entitled at our discretion to either demand that the supplier rectifies the defect or delivers a new item. The right to claim damages, in particular the right to damages instead of service, remains expressly reserved.

7.5. The limitation period for defect claims is 36 months and begins with the transfer of risk. Longer contractual or legal limitation periods remain unaffected by this.

7.6. Any costs, in particular transport, travel, work, material costs or costs for  a goods inwards inspection more intensive than the normal procedure incurred by us as a result of the defective delivery are to be borne by the supplier.

8. THIRD PARTY RIGHTS

8.1. The supplier affirms that the rights of third parties are not in conflict with the intended use of the goods purchased, in particular that the proprietary rights of third parties are not infringed upon. Insofar as we nonetheless have claims lodged against us for possible infringement of third party rights such as copyright, patent or other property rights, the supplier releases us from this and therefore from any performance due in connection with this provided that the supplier is at fault.

8.2. If the utilisation of the delivery by us is impeded due to existing third party proprietary rights, the supplier must at his expense either acquire the respective permission or change or replace the affected part of the delivery in such a way that utilisation of the delivery no longer infringes on the proprietary rights of third parties and also conforms to the contractual agreements.

9. MISCELLANEOUS

9.1. The court of jurisdiction for all disputes arising in connection with this contract is Gütersloh, Germany.

9.2. The place of performance is the place to which the goods are to be delivered in accordance with the contract or where the service is to be provided.

9.3. Should the supplier discontinue his payments or insolvency proceedings against his assets or judicial or extra-judicial composition proceedings are applied for, we have the right to cancel the as yet unfulfilled portion of the contract.

9.4. German law, in exclusion of the conflict of laws and of the UN Convention on Contracts for the International Sale of Goods (CISG), applies exclusively regarding the contractual relationship of the parties deriving from or in connection with this contract.

9.5. If individual provisions of this contract are or become null and void, the validity of the remaining conditions remains unaffected.