A. General provisions
- The purchasing conditions of Mugler SE apply to the contractual relationship to be concluded as well as to all current and future business relations between us and the supplier. This includes all purchasing processes related to deliveries and services, whether they involve tools, machines, equipment, raw materials, any kind of work services, or services, regardless of whether the supplier produces the goods themselves or simply buys them.
- The purchasing conditions of Mugler SE apply exclusively. Deviating or conflicting terms and conditions of the supplier do not apply, even if we have not expressly objected to them in individual cases. This also applies if we accept the supplier’s goods or other services without reservation and make payments for them.
B. Offer and conclusion of contract
- Our order becomes binding at the earliest with written submission or confirmation.
- The supplier must confirm our order in writing within 5 working days. Confirmation received after this deadline will be considered a new binding offer and requires our written acceptance.
- If the supplier submits offers to us upon our request, no costs will be incurred for us. The supplier is bound to this offer for 30 days from the date of receipt.
C. Scope of services
- The scope of services is determined by the respective individual order. Documents, reports, ideas, designs, models, samples, and all other results generated during the performance of the service are part of the order performance.
- The supplier provides its services with the utmost care, taking into account the latest state of science and technology, the safety regulations of the authorities and professional associations, as well as its own existing or acquired knowledge and experience during the order work. The supplier guarantees compliance with legal regulations, agreed technical specifications, and other requirements.
- Upon request, the supplier will provide information on the composition of the delivered goods if this is necessary to fulfill regulatory requirements in Germany or abroad.
- The supplier is obliged to immediately notify in writing of any concerns they have regarding the desired method of performance/delivery by MUGLER SE and to propose changes that they deem necessary to meet the agreed specifications or legal requirements.
- If the supplier has to provide material samples, test protocols, quality documents, or other contractually agreed documents, the completeness of the delivery and service also requires the receipt of these documents.
D. Delivery Schedule
- The delivery will be made in accordance with the order or subsequent instructions of MUGLER SE at the agreed upon dates. The order numbers of MUGLER SE will be stated in all shipping documents, correspondence, and invoices.
- If a delivery date is agreed upon, all deliveries and services must be fully provided by the delivery deadline. If the delivery is not made on time, MUGLER SE is entitled to reject further acceptance of services after a reasonable grace period and demand damages from the contractor for non-performance. MUGLER SE is also entitled to withdraw from the contract even if the delay is not the fault of the supplier. There is a claim for compensation for all additional costs and damages that arise from delayed deliveries or services.
- The supplier must report any delay in his performance and any hindrance. He cannot rely on a lack of fault for delay on his part if he has not reported the delay without delay.
E. Quality, Acceptance and Warranty
- The contractor assures that the goods comply with the specifications provided, relevant standards and the state of the art.
- MUGLER SE reserves the right to immediately inspect the goods for obvious and visible defects upon receipt and only then accept them. In the event of a complaint, the contractor may be charged with the costs of inspection and replacement delivery. The notice period for any type of defects is 14 days from the time of discovery. During the warranty period, the contractor waives the objection of late notification with regard to hidden defects.
- Warranty claims of MUGLER SE for material and legal defects against the supplier are determined according to legal regulations. The warranty period is 24 months from the transfer of risk.
- The contractor’s warranty obligation is governed by the legal provisions, unless otherwise provided below. The contractor releases MUGLER SE upon first request from all claims of third parties that are raised due to defects, infringement of third-party intellectual property rights, or product damage resulting from its share of causation. The contractor guarantees the existence of an adequate product liability insurance.
- According to legal regulations, the supplier is liable in particular for ensuring that the goods have the agreed-upon properties at the time of the transfer of risk. The agreed-upon properties shall in any case include those product descriptions which are the subject of the respective contract – in particular through naming or reference in our order – or which have been incorporated into the contract in the same way as these purchasing conditions. It makes no difference whether the product description comes from us, the supplier or the manufacturer.
- Acceptance or approval of submitted samples or specimens by MUGLER SE does not waive warranty claims.
F. Prices and Payment Conditions
- All prices are net prices plus the respective value-added tax. The prices stated in the order from MUGLER SE shall be decisive.
- The agreed prices are fixed prices. The contractor shall provide all services necessary for the agreed upon results without additional compensation. Additional compensation shall only be owed if it has been explicitly confirmed on the basis of a written supplementary offer. Supplementary offers or additional services must be announced prior to execution and offered on the basis of the main offer.
- The price always includes costs for packaging, freight, and transportation up to the shipping address or place of use specified by us. If, in exceptional cases, a price is agreed upon “ex warehouse,” we only assume the most favorable freight costs. The supplier shall always bear the corresponding costs up to the handover to the carrier, including the costs of loading.
- In order for MUGLER SE to process due invoices, they must meet legal requirements, in particular those of the VAT law, and contain the order number indicated in the purchase order, as well as the information and/or documents agreed upon in the purchase order; the supplier is responsible for all consequences arising from non-compliance with this obligation. If the aforementioned information and/or documents are missing, the supplier is not authorized to assert the relevant claim against MUGLER SE.
- Unless otherwise agreed in writing, payment of the purchase price is due 30 days after delivery and transfer of ownership of the goods, receipt of an auditable invoice, and receipt of all contractually required documents. Payment is made by non-cash transfer to the supplier’s business account. The supplier must provide the corresponding bank information. This also applies to changes in the bank account.
- Invoices should not be included with the shipment but must be submitted separately for each order after delivery, showing the respective VAT and indicating the complete order number, by email to Invoice@mugler.de.
G. Property Protection
- In regards to orders, contracts, and any drawings, images, calculations, descriptions, and other documents provided by us to the supplier, we reserve ownership or copyright. The supplier may not provide them to any third parties, sell, pledge, or disclose them in any other way without our explicit consent, nor may they use or reproduce them themselves or through third parties. The same applies to items produced with the help of these production tools. This also applies to items that the supplier has developed based on our specifications or with our collaboration. We always retain full ownership of the items provided to the supplier, as well as any copyrights established in our favor. Upon completion of the respective order, these items and documents must be returned to us upon request or carefully stored for a limited period of time at our request. The supplier must return these documents to us in full if they are no longer required in the normal course of business or if negotiations do not result in a contract.
- Tools and models provided by us to the supplier or produced for contractual purposes and separately charged to us by the supplier remain our property or become our property. The supplier will mark them as our property, carefully store them, adequately protect them against any kind of damage, and only use them for the purposes of the contract. The costs of their maintenance and repair are shared equally by the contracting parties, in the absence of any other agreement. However, if these costs are due to defects in the items produced by the supplier or improper use by the supplier, their employees, or other agents, they shall be borne solely by the supplier. The supplier shall promptly inform us of any significant damage to these tools and models. Upon request, the supplier shall be obliged to return them to us in proper condition if they are no longer needed to fulfill the contracts with us.
- The supplier’s retention of title only applies to our payment obligation for the respective products for which the supplier reserves ownership. In particular, extended or prolonged retention of title is not permissible.
H. Environmental protection and information security
- Environmental protection is an integral part of our quality requirements. Therefore, we operate a quality management system according to DIN EN ISO 9001 and an environmental management system according to DIN EN ISO 14001. In addition, information security is a focus in our company, and we operate an information management system according to DIN EN ISO 27001.
- Our suppliers and service providers are asked to support us in achieving these goals within the scope of their activities. In the procurement of goods and services, environmental compatibility and energy efficiency of products, as well as the information security policy of the supplier, are important purchasing criteria in addition to price and cost-effectiveness. We reserve the right to check these aspects with our contractors after coordination in the course of quality audits.
I. Intellectual Property Rights
- The supplier ensures, in accordance with paragraph 2, that no third-party intellectual property rights are infringed in countries of the European Union or other countries where the products are produced or manufactured by the supplier.
- The supplier is obligated to indemnify us against all claims that third parties may assert against us due to the infringement of intellectual property rights mentioned in paragraph 1, and to reimburse us for all necessary expenses related to such claims. This does not apply if the supplier can prove that they are not responsible for the infringement of intellectual property rights and could not have known about it at the time of delivery, even when exercising reasonable commercial care.
- Our additional statutory claims for defects in the products supplied to us are not affected.
J. Spare parts
- The supplier is obliged to keep spare parts for the products delivered to us for a period of at least 3 years after delivery.
- If the supplier intends to discontinue the production of spare parts for the products delivered to us, he shall inform us immediately after the decision to discontinue production. This decision must be made at least 6 months before the production is discontinued, subject to paragraph 1.
K. Data protection
- In accordance with the Federal Data Protection Act (BDSG) and the European General Data Protection Regulation (GDPR), we process and store personal data of the supplier for the purpose of fulfilling business objectives and goals. The supplier is hereby informed of the initial storage of his personal data.
- The supplier undertakes to treat all drawings, designs, samples, specifications, as well as all company internal information that is provided to him in the context of initiating or carrying out the order, strictly confidential and not to make them accessible to third parties. The supplier further undertakes to make such information only accessible to employees of his company who are particularly obliged to maintain confidentiality.
- All data protection obligations under this agreement shall continue to apply after the termination of the business relationship or business dealings between MUGLER SE and the supplier.
- The supplier is obliged to treat documents, information and data that concern the subject matter or purpose of the contract strictly confidential and to do everything and not to omit anything to ensure the highest possible confidentiality. The supplier must impose enforceable obligations of this nature on his employees or other third parties entrusted with the production of the performance (e.g. subcontractors). He must provide evidence of the fulfillment of such obligations at our request.
- The supplier is prohibited from advertising or otherwise promoting the business relationship agreed with us. The supplier is also obliged to use our company name or any industrial property rights granted in our favor only with our prior written consent.
- The supplier is not entitled to assign his claims arising from the contractual relationship to third parties. This does not apply to monetary claims.
N. Compliance with Laws
- The Supplier is obliged to comply with the relevant legal provisions applicable to it in connection with the contractual relationship. This includes, in particular, anti-corruption and anti-money laundering laws, as well as antitrust, labor, and environmental regulations.
- The Supplier will ensure that the products it supplies meet all relevant requirements for placing them on the market in the European Union and the European Economic Area. Upon request, the Supplier shall provide us with proof of conformity by submitting suitable documents.
- The Supplier will make reasonable efforts to ensure that its subcontractors comply with the obligations imposed on the Supplier under this section N.
O. Final Provisions
- The place of performance for delivery is the shipping point specified by MUGLER SE.
- German law applies, and the place of jurisdiction is the district court of Chemnitz.
- In all other respects, the General Terms and Conditions of MUGLER SE (GTC), which can be accessed at any time on the website www.mugler.de, apply additionally.
- Should individual clauses of these general terms and conditions be or become invalid, this shall not affect the validity of the other provisions. Instead of the invalid clauses, the parties undertake to agree on such provisions that are effective and best serve the economic purpose of the contract.