GENERAL TERMS AND CONDITIONS OF PURCHASE (GTC)

Create 21 GmbH – Trade, Construction, Mechanical Engineering, Service Effective from: [Insert Date]

1. SCOPE

• These GTC apply to all orders, contracts, and services of Create 21 GmbH (the “Buyer”) with suppliers, manufacturers, service providers, and subcontractors (the “Supplier”).
• Divergent or additional terms of the Supplier become part of the contract only if expressly confirmed in writing by the Buyer.

2. CONCLUSION OF CONTRACT

• Orders are placed in writing or electronically.
• A contract is concluded through written order confirmation or delivery/performance.
• Oral side agreements require written form to be effective.

3. PRICES AND PAYMENT

• Agreed prices are fixed, including delivery, packaging, insurance, and incidental costs, unless otherwise agreed.
• Payment is due within 30 days after proper delivery and invoicing.
• Discounts or rebates are granted only if explicitly agreed in writing.

4. DELIVERY CONDITIONS

• Delivery is free to the designated delivery location.
• Delivery dates are binding; in case of delays, the Supplier’s liability is limited to the net order value.
• Partial deliveries require written approval from the Buyer.

5. TRANSFER OF RISK

• Risk passes to the Buyer only upon delivery to the agreed destination.
• The Supplier is responsible for proper packaging, labeling, and insurance.

6. QUALITY AND INSPECTION OBLIGATIONS

• All deliveries and services must:
  1. 1. comply with the agreed technical specifications and drawings,
  2. 2. be free from defects, and
  3. 3. comply with all legal requirements, standards, and safety regulations.
• The Buyer is entitled to inspect the goods upon delivery. Obvious defects must be reported within 7 days; hidden defects within 14 days of discovery.
• In case of defects, the Buyer may demand remedy, replacement, or contract withdrawal.
• The Supplier bears the costs for defect rectification, transport, or installation in case of defective delivery.

7. RETENTION OF TITLE

• Delivered goods remain the property of the Buyer until full payment.
• Processing, resale, or transfer without approval is prohibited.

8. PROJECT AND SERVICE WORK

• Services, assembly, or commissioning must be carried out professionally, on time, and safely.
• The Supplier is liable for damages to equipment, operational resources, or third parties.
• In case of delay or insufficient performance, the Buyer may commission replacement work and charge the Supplier for costs incurred.

9. LIABILITY AND WARRANTY

• The Supplier is liable for intent, gross negligence, and culpable breach of duty.
• For slight negligence, liability is limited to foreseeable damages, provided no essential contractual obligations are breached.
• Warranty period is 24 months from delivery unless otherwise contractually agreed.
• In mechanical engineering/project work, warranty may be extended, e.g., for installed components or installation services.

10. CONFIDENTIALITY AND DATA PROTECTION

• All information, drawings, data, and documents must be kept confidential.
• Disclosure to third parties only with written approval.
• Data protection regulations (GDPR) must be observed.

11. COMPLIANCE AND LEGAL REQUIREMENTS

• The Supplier must comply with all applicable laws (workplace safety, environmental, product liability, export control).
• Violations entitle the Buyer to immediate termination, damages, and contractual penalties.
• The Supplier guarantees not to use bribery or unethical practices.

12. WITHDRAWAL AND CONTRACTUAL PENALTY

• In case of delay, significant defects, or compliance violations, the Buyer may withdraw from the contract without notice.
• The Supplier bears costs arising from replacement procurement.

13. JURISDICTION AND APPLICABLE LAW

• German law applies; UN sales law (CISG) is excluded.
• Jurisdiction is the Buyer’s registered office, to the extent legally permissible.