Zentrale Verwaltung
VII- Finanzen
Einkauf
Appendix
Contract between Tübingen University hereinafter referred as UT
And
Contractor
Tübingen University’s specific contractual terms and conditions for delivery and performance (contractual obligations)
§ 1 General when these cannot be immediately returned. The UT is at
- As a general rule Tübingen University (UT) only liberty to return similar packaging instead of the packaging place orders on the basis of the following terms and received. conditions and on the basis of the supplementa ry Delivery is in principle free to the point of use. Transport agreements mentioned in the order. risks are carried exclusively by the contractor. If the
- The contractors general terms and conditions for contractor decides to take out an insurance policy to cover delivery and payment are not valid even when the transport risks, then he shall cover these costs himself. It is contractor uses them in the normal course of his not permitted to transfer the costs of insurance to the UT. business or formally draws his attention to them.
- Furthermore the following regulations shall apply: the § 6 Delivery contract procedures for performance part B (VOL-B ); The delivery has to be to the place of order i.e. the site of the supplementary terms and conditions for the installation. Each delivery must be accompanied by a acquirement of IT-Services (EVB-IT) and in the case duplicate bill of delivery. One copy shall be stamped and where no relevant EVB-IT rules exist for particular returned to the contactor. In the case of the use of hired types of contracts, the relevant special contract terms labour, the number of hours required need to be confirmed and conditions (BVB) will apply. by the corresponding university facility (Institute, Seminar, Clinic).
- § 2 Document of Compliance In the case of foreign deliveries which go through customs
- The placement of an order worth EUR 10,000 and the contractor should inform the UT in plenty of time more is only effective when the contractor: regarding customs and the customs procedures to be
- Submits a certificate (or a notarized copy) from his undertaken (also the procedures for those goods which do Taxation Office declaring that from the point of view not need to go through customs). of tax, no doubts exist in relation to his ability to grant orders. § 7 Delay in Delivery
- Submits a declaration stating that he has fulfilled his The agreed on delivery dates are fixed dates. In the case legal obligations in remitting non-tax payments. that the contractor defaults on the deadline and fails to It is the responsibility of the contractor to provide all deliver within the extension of time agreed upon, then the requested documents as soon as possible so that no contractor has the right to refuse the receipt of the delivery delay in the contract proceedings occurs. at the end of the deadline. Furthermore, the UT is at liberty to claim for damages as a result of the failure to fulfil the § 3 Order Placement contract conditions for non-delivery and to claim the In order that the placement of order be binding it must be difference in cost when the purchase of a replacement in written form. Exceptions to this rule can take place if product from a third party is required. He is also entitled to orders are required urgently (e.g. replacement parts withdraw from the contract. In this case §§. 320 ff BGB perishable goods etc.) whose order is placed verbally or by (German Civil Code) are to be used. telephone and will be subsequently submitted and If the contractor is aware of reasons which could cause the confirmed in written form. delay in delivery within the agreed upon deadline, he must relate this information to the UT without delay. The § 4 Price announcement of a delay in delivery does not exempt the If no other arrangement is made the underlying offer price contractor from the delay consequences. In this case the shall be the fixed price. This is understood to be free contractor is automatically in delay and therefore the UT delivery to the point of use including packaging. can claim consequences immediately. Exceptions can only be permitted when this is the usual course of business. The costs involved here are accounte d § 8 Invoicing for separately. The contractor should complete the invoices in triplicate The price fixture procedure is based on the regulations of form and send them with enclosed stamped bill of delivery the public pricing orders of PR 30/53 from 21.11.1953 in to the place of use. Where the invoices are incorrect or not the current verified version. The guidelines for calculation complete they shall be considered to be not send. The of sales costs (LSP) are used here. contractor is in this case not in a position to make claims on the UT for delay in payment. The deadlines for discount § 5 Pakaging, Transport , Insurance shall not be started. The costs of packaging shall be born by the contractor By agreed partial delivery, partial invoices can be unless the charging of packaging is the usual course of acknowledged when the extent of the full delivery and the business here. In this case the costs should be remitted extent of the invoices set for partial delivery clearly can be separated. The same goes for leased or rented packaging seen and understood. An all inclusive invoice does not like palettes, hobbocks etc all types of packaging shall compel the UT to payment. become the property of the university without the need for a special agreement in this case. In all cases the contractor provides the UT with packaging (lent) free of cost, even
§ 9 Terms of Payment dealing with the defect, the UT is entitled to undertake the In principle the UT makes payments within 14 days with elimination of the defect on contractors costs. a discount of 3% or within 30 days purely net. Th e The warranty covers all parts delivered and all parts calculation of discount is based on the arrival time at the subsequently ordered from the supplier. In relation to the place of use and not from the time of deployment of the latter the period of limitation for warranty begins on the invoice. In the case of arranged partial delivery, the total day of delivery. The limitation period and guarantee discount amount will be deducted from the final invoice. deadlines for claims on defect deliveries are suspended unless the value of the outstanding delivery is below the during the total period needed to deal with the defects. total amount in the final invoice. In this case the corresponding amount of discount will be deducted from § 13 Violation of Intellectual Property Rights each partial invoice. Terms of payment from the AN whic h The contractor is liable for any infringement on third party differ to these will be only considered when they have been Intellectual Property Rights during the period of contract clearly confirmed. Deviating terms of payment cannot be procedures and during the delivery and performance. He considered. exempts the purchaser from claims resulting from any § 10 Execution of the Contract infringement of Third Party Rights. Should the The contractor bears the financial responsibility until infringement of Third Party Rights be exposed fulfilment of delivery and performance for all costs subsequently, the contractor is committed to ensuring involved in loss or damage to the delivery and performance further use as specified in the contract. The contractor, after and to the materials and objects involved in reaching this consultation with the purchaser, is compelled to find a end. All samples drawings and models given to him from suitable replacement as soon as possible if further use the UT in order to fulfil the contract are covered by within an economically reasonable framework cannot be copyright. The contractor is forbidden from duplicating safeguarded. The Purchaser is also entitled to withdraw these, making changes to them or passing them on to a from the contract in the case where his interests in a third party. This extends also to the business area of the contractual basis are no longer being met. seller. At the end of use the AN is compelled to return a ll The contractor is liable, according to the regulations for samples, etc to the UT at no extra charge. delivery delay, for the period in which the utilisation of the The delivery and performance must fulfil the regulations of delivery or performance is not possible due to legal the german security and protection of workplace norms grounds. He exempts the purchaser from third party claims (TÜV) Technical Control Board CE and GS norms electro from any intellectual property rights infringements. medical machines and devices, accident protection and § 14 Order Cancellation radioactive protection and all other norms governed by In principle the UT has the right to claim costs and public law and regulations. Furthermore proof must damages or to claim the right to withdraw from the contract be presented on demand. in the case that a breach of general conditions of the The contractor is compelled to deliver at no further charge contract exist. The UT also has the right to withdraw from all documents in the form of drawings, plans, instructions or terminate the contract, regardless of other termination or for use, inspections notes, certificates in duplicate form withdrawal regulations, in the case that the contractor has required for approval operation maintenance and repair. been deemed to have carried out activities falling within §11 Instruction of Personnel, Quality Inspection and §§. 333,334 StGB8 (German Criminal Code) (granting Acceptance undue advantage, bribery). Moreover the UT can claim The contractor is responsible for the free of charge damages in such a case. If the assumption can be justified instruction of use of the delivered machines. The UT is after the contract has been completed, that the contractor entitled to make a quality inspection by himself or through has been involved in illegal activities, similar to those a representative in the contractor works. mentioned above leading to completion of the contract, the The acceptance of the delivered goods will take place at the UT has the right to withdraw, even subsequently, from the place of use of the UT unless otherwise agreed on. A contract and where possible to return the goods step by step previous inspection or test on behalf of the acontractor is on the reimbursement of the negotiated purchase price. In not considered as acceptance unless this is agreed on in this case compensation cannot be claimed. written form in advance. When the delivered goods are § 15 Factoring, Insolvency Procedure accepted the contracor will receive an acceptance The contractor is not entitled to assign a claim against the certificate where possible on his copy of the delivery bill. UT to a third party unless the UT has agreed beforehand to Deliveries of part deliveries which the receiver finds fault this assignment of claims. If the contractor attempts to with have to be taken back by the contractor immediately. render the delivery or performance under conditional sale On request they have to deliver the quickest replacement. i.e. without proprietary rights, the contractor should In principle the costs and the danger of assembly and disclose to the UT on his own accord whether an reassembly shall be born by the AN. The costs and risks for assignment as security has taken place. The UT has the the return of faulty parts is born by the AN. If pre-trial right to withdraw from the order without notice if the assets discovery proceedings are started in relation to a contract of the contractor undergo an insolvency procedure or part, the refused pieces will be stored at the costs and risk similar procedure. Payment of damages will not be paid. of the contractor. In this case the contractor is automatically considered to be In the case where a conflict takes place in relation to a in default whereby the UT can immediately implement the partial delivery, this should not cause delay or refusal of consequences of failure to comply with appointed dates of the further contractual matters unless the UT agrees to later stage deliveries. postponement. § 16 Governing law and Jurisdiction § 12 Warranty, Liability The contract shall be governed by the laws of the Federal The UT is entitled to the full legal warranty claims. Apart Republic of Germany excluding the application of from this the contractor guarantees that the delivery and CISG(Convention of International Sale of Goods). performance contain no defect by which the value of th e goods would be compromised and that the specified quali ty Jurisdiction is Tübingen for both parties of the contract. or durability are guaranteed. In every case the contractor is completely liable for the consequential harm caused by a Please note: this translation of the Contractual Terms and defect. The guarantee period shall be 24 Months unless Conditions adheres to and follows the German Legal otherwise agreed on. Stipulations. All defects which occur during the warranty period an d which are not due to inappropriate handling, shall be dealt with and overcome without delay by the contractor unless the UT requires rectification in the form of the delivery of a defect free replacement part. If the contractor delays in