Standard Terms and Conditions of Purchase for PUR-NPM & PUR (WILO SE & SUBSIDIARIES)
§ 1 General information
(1) The written agreement including the WILO Standard Terms and Conditions of Purchase alone shall be pertinent for the legal relationship between WILO SE or its SUBSIDIARIES (also see Annex WILO SE
subsidiaries , hereinafter: WILO ) and the contracting partner. This document comprises any and all provisions concerning the subject matter of the present agreement established between the parties to the agreement. Any oral agreements between the contracting partners prior to conclusion of this agreement are not legally binding and oral agreements between the parties to the agreement shall be replaced by the written agreement unless it is expressly indicated that they continue to be legally binding. Additions and amendments to the agreed provisions,
including the present Terms and Conditions require written form. With the exception of Managing Directors or authorised signatories, the contracting partner's employees are generally not authorised to enter into any oral agreements deviating therefrom; exceptions from this provision may be agreed between the two contracting parties in writing. To comply with the required written form, the above communication may be transmitted by facsimile, qualified email (electronic signature), RDT (remote data transmission, e.g. via modem, ISDN, Datex-P,
etc.), EDI (electronic data/document interchange); otherwise, transmission by telecommunication means shall not be sufficient.
(2) Information provided by the contracting partner of WILO about the subject matter of the delivery or service
(e.g. weight, use values, load-bearing capacity, tolerances and technical data) as well as illustrations of the same by WILO (e.g. drawings and illustrations) are relevant in that they represent the basis for usability as intended by the contract as well as exact consistency. In that respect, they represent guaranteed properties and characteristics as well as descriptions or identifications of the delivery or service. Variations customary in the trade and variations ensuing from statutory regulations or which constitute technical improvements as well as replacing components by parts of the same standard shall only be admissible after prior consent by WILO and insofar as they do not adversely affect the use for the contractually intended purpose.
(3) Unless orders or assignments by WILO contain no explicit commitment period, WILO shall be bound by them for the period of 1 week starting on the order date. Access to the declaration of acceptance at WILO represents the relevant point in time with respect to timely acceptance by WILO's contracting partner.
(4) WILO is authorised to change the time and place of delivery as well as the type of packaging by means of written communication and up until a minimum of 3 working days prior to the agreed date of delivery. The same shall apply to changes in standardised product specifications to the extent that they can be implemented within the scope of the contracting partner's regular production process and without requiring significant additional expenses or resources; with respect to the latter a notification period of at least 7 working days shall apply.
WILO shall only reimburse the contracting partner for appropriately substantiated and reasonable costs additionally incurred as a consequence of the changes under the proviso of a separate written prior agreement in that respect.
In case such changes initiated by WILO cause delivery delays that cannot be reasonably avoided within the scope of the contracting partner's regular production and business operations, the original delivery date is postponed, accordingly. The case of delay in delivery including the ensuing legal consequences or obligations stipulated as per individual contract shall expressly remain unaffected by the above. The contracting partner shall thoroughly assess the additional costs or delay in delivery to be expected and notify WILO thereof in good time prior to the delivery date but at least within 7 working days after receiving our notification pursuant to Sentence 1
or Sentence 2 in writing.
(5) WILO is authorised to cancel the agreement by means of a written declaration specifying the reasons if WILO
has no use for the products ordered in their business operations any longer based on circumstances manifesting themselves after conclusion of contract. In this case, WILO undertakes to pay the contracting partner for its partial performance at cost as specified by the contracting partner ( open book principle ).
(6) The contracting partner shall discuss the scope of supply and performance including all drawings potentially required (CAD format) and all CE conformity declarations to be submitted, documentation and other papers as well as all necessary scheduling shall be discussed with the WILO project management team. The contracting partner, service provider or other contracting partner of WILO (including all contractors used by contracting
