Here you can download our general terms and conditions as a pdf-document: SOTEC – GTCP_ENG
Valid starting: October 1st, 2024
1.1 These General Terms and Conditions of Purchase (GTC) apply to all current and future business relationships between SOTEC GmbH & Co KG (hereinafter “SOTEC”) and suppliers of goods and services (hereinafter “Supplier”) for their ordering and purchase by SOTEC. These General Terms and Conditions do not apply to consumers within the meaning of Section 13 of the German Civil Code (BGB).
1.2 SOTEC does not recognize any conflicting or deviating terms from the Supplier unless SOTEC has expressly agreed to them in writing.
1.3 All agreements made between SOTEC and the Supplier for the purpose of executing the contract must be documented in writing.
1.4 SOTEC and the Supplier each designate a responsible contact person. Unless otherwise agreed, communication between SOTEC and the Supplier will occur through these contact persons. The contact persons must make all decisions related to the execution of the contract promptly. These decisions must be documented in a binding manner.
2.1 Inquiries made by SOTEC must be answered by the Supplier as quickly as possible, and no later than within 5 working days, by sending offers that include the delivery time from receipt of the order. If the Supplier requires more time to prepare the offer, they must inform SOTEC of the new timeframe.
2.2 Offers from Suppliers are binding for the Supplier and free of charge for SOTEC. Remuneration for visits or the preparation of offers, projects, etc., will not be provided.
2.3 Silence in response to an offer from the Supplier does not constitute acceptance. Orders placed by SOTEC must be in writing. Orders placed verbally or by telephone require subsequent written confirmation to be legally valid. The Supplier is obliged to confirm or reject SOTEC’s order in writing within a period of five working days.
2.4 The Supplier may provide SOTEC with sample goods free of charge. However, this does not obligate SOTEC to place future orders with the Supplier
3.1 The prices stated in the order are fixed prices. Unless otherwise agreed, the price includes, in particular, costs for “free delivery,” freight, insurance, customs duties, packaging, and material testing procedures. Prices may not be changed for a period of at least 3 months.
3.2 If the Supplier generally reduces its prices, a corresponding reduction in the prices for orders from SOTEC is deemed to have been agreed. Prices may also be reduced if SOTEC increases the order quantity.
3.3 Unless otherwise agreed, prices are stated in euros and are net.
3.4 SOTEC can only process invoices if they include the order number specified in SOTEC’s orders. Therefore, the Supplier is obliged to indicate the order number provided by SOTEC on all invoices as per the specifications. The Supplier is responsible for all consequences arising from non-compliance with this obligation.
3.5 Unless otherwise agreed, SOTEC will pay within 30 days of delivery.
3.6 SOTEC undertakes to pay on time and in full for agreed deliveries of appropriate quality.
3.7 In the event of late delivery or defects, SOTEC is entitled to withhold payment for a reasonable period.
4.1 The Supplier undertakes to provide the goods and services on time and in accordance with the agreed quality standards or product standards.
4.2 Unless otherwise agreed, the goods will be delivered in accordance with DDP Incoterms 2020 to Calwer Str. 11, 75395 Ostelsheim. Partial deliveries are only permitted with prior written confirmation from SOTEC.
4.3 The Supplier ensures that the goods are appropriately packaged for delivery.
4.4 The Supplier provides all documents required for operation, installation, and/or use, either in paper form or digitally.
4.5 Each product must be sent with a tracking number. The goods are deemed to have been received upon confirmation by the shipping service provider unless SOTEC lodges a complaint within a reasonable timeframe.
4.6 In the event of delays, the Supplier shall immediately inform SOTEC of the reasons for the delay and the revised delivery period. If the new delivery period is unacceptable to SOTEC, SOTEC has the right to cancel the order. Any amounts paid in advance must be refunded within 3 days.
4.7 In the event of a delay in delivery, SOTEC is entitled to claim flat-rate damages for default amounting to 1% of the net price per completed week, up to a maximum of 10% of the net price of the goods delivered late. Further legal claims remain reserved. The Supplier may prove that no damage or only a significantly lower amount of damage occurred as a result of the delay.
5.1 The Supplier ensures that the services provided and goods delivered are of the highest quality. The Supplier is liable for ensuring that the goods delivered or the services provided are free from defects that impair their value or suitability and possess the promised or guaranteed properties.
5.2 Unless otherwise agreed, the Supplier grants a warranty of at least two years on its goods. This warranty covers all defects in material and workmanship. The warranty period begins on the date of transfer of ownership of the goods. In the event of a warranty claim, SOTEC is obliged to inform the Supplier of the defect and return the defective goods. This warranty does not shorten longer statutory limitation periods or restrict legal regulations regarding the suspension and recommencement of deadlines.
5.3 SOTEC has the right to request repair, replacement, or a refund of the purchase price at its discretion.
5.4 If a new item is delivered, the Supplier must also reimburse the costs of installation and removal.
5.5 In the event of a breach of contract, SOTEC is entitled to withdraw from the contract without notice. SOTEC may choose to limit the withdrawal to the defective part of the delivery or to withdraw from the entire delivery.
5.6 All dates and periods must be expressly agreed upon in the contract. Unless otherwise agreed, the following periods apply:
5.7 If the Supplier is unable to remedy the defects, SOTEC is entitled to address these defects independently at its own discretion. The Supplier agrees to reimburse all resulting costs.
5.8 The Supplier agrees to cover all justified damages resulting from the delivery of inferior goods or from delays.
5.9 The Supplier is liable for legal defects regardless of fault.
6.1 In all cases where the Supplier is obligated to pay damages or reimbursement of expenses based on contractual or legal claims, the Supplier is liable only to the extent that he, his executive employees, and vicarious agents are guilty of intent, gross negligence, or injury to life, body, or health. Liability for breach of contractual obligations (obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner can regularly rely) remains unaffected.
6.2 The Supplier is always liable to SOTEC in accordance with the law:
a) For damage caused intentionally or through gross negligence by the Supplier or his legal representatives or vicarious agents;
b) According to the Product Liability Act;
c) For damages resulting from injury to life, body, or health for which the Supplier, his legal representatives, or vicarious agents are responsible.
6.3 The Supplier is liable for ensuring that the services and goods provided are free from third-party rights. The Supplier agrees to indemnify SOTEC against all claims by third parties arising from legal violations related to the unlawful use of the subject of the service or that occur with the Supplier’s approval. This indemnity does not affect SOTEC’s right to demand compensation in accordance with statutory provisions or to withdraw from the contract.
6.4 In cases of force majeure, the affected contracting party is released from its performance obligations for the duration and to the extent of the impact. Force majeure is defined as an external event with no operational or personal connection to the contracting parties, and which cannot be prevented even with the utmost care that can reasonably be expected. Examples include, but are not limited to, war, terrorist attacks, massive violent unrest, nuclear accidents, natural disasters, pandemics, or similar events.
In the event of force majeure, the affected contracting parties are released from their performance obligations as long as and to the extent that the force majeure event persists and prevents them from fulfilling their contractual obligations. The affected party is required to inform the other party immediately about the occurrence and the expected duration of the event.
The affected parties must make all reasonable efforts to mitigate the effects of the force majeure and to resume their contractual obligations as quickly as possible once the event has ended. If the force majeure event lasts longer than 90 days, either party has the right to terminate the contract without notice.
6.5 The Supplier must proactively inform SOTEC about any changes to products, discontinuations, or phase-outs of the Supplier’s products that affect items delivered within the past six months. The Supplier shall grant SOTEC the opportunity to place an order for the affected items before implementing any changes or discontinuing the products.
7.1 Ownership of the goods passes to SOTEC upon their delivery. For goods manufactured specifically for SOTEC, all intellectual property rights related to these goods are also transferred to SOTEC.
7.2 Models, samples, drawings, and information sheets, as well as tools provided by SOTEC to the Supplier, remain the property of SOTEC. SOTEC retains the right to reclaim these items at any time.
8.1 The Supplier is obligated to maintain the confidentiality of all documents and information received from SOTEC. Such information may only be disclosed to third parties with the express consent of SOTEC. The confidentiality obligation continues even after the execution or termination of this contract and expires only if and to the extent that the information becomes publicly known. Third parties employed by the Supplier to fulfill obligations arising from this contract must be similarly obligated. In the event of a breach of these confidentiality obligations, SOTEC has the right to demand the immediate return of documents and seek damages.
The existence of the contract must be treated confidentially. The Supplier may only reference the business relationship with SOTEC in advertising materials with prior written consent. Both SOTEC and the Supplier agree to treat all non-public commercial or technical details learned through the business relationship as trade secrets.
9.1 To protect its IT environment and sensitive information, SOTEC requires its suppliers to strictly adhere to recognized information security standards (such as the international standard ISO/IEC 27001).
9.2 The Contractor must immediately report all security incidents affecting the Customer’s information and take appropriate measures to contain and remediate the incident.
9.3 The Contractor is entitled to use subcontractors for the fulfillment of the contractual services. However, the Contractor must ensure that subcontractors meet the same standards and requirements regarding information security as those imposed on the Contractor under this agreement.
10.1 All disputes arising from or in connection with these conditions, as well as any disputes regarding the conclusion of this contract, are subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
10.2 The place of performance for the delivery or other services of the Supplier is the destination address specified by SOTEC. The place of fulfillment for payment obligations is the SOTEC headquarters (Calwer Str. 11, 75395 Ostelsheim). The place of jurisdiction for all disputes arising from the contract is Calw.
10.3 Neither the Supplier nor SOTEC is entitled to assign any rights arising from or in connection with this contract to third parties without the prior written consent of the other party.
10.4 Should any of these conditions or individual provisions of the conditions be void or ineffective, the validity of the remaining provisions will not be affected. Instead of the invalid provision, the parties will find a replacement that most closely meets the economic purpose of the original provision in a legally permissible manner. The same applies in the event of a regulatory gap.
