General Terms and Conditions | JS INVESTMENT (2024)

1. Validity

The present conditions of purchase are valid for JS Investment.

2. Conclusion of a contract

The following conditions apply exclusively to all deliveries and services to the customer. Only orders placed in writing are valid.

Each order must be confirmed in writing by the supplier, stating the binding delivery date and price as well as our order number, unless otherwise agreed. With the order confirmation, drawings and other documents attached to the order become part of the contract. In all correspondence, in all invoices and in all shipping documents, the order number of the customer with the date and the item number must be stated.

3. Prices

If the order does not contain a price, this order is non-binding until agreement has been reached on the amount of the price, or the order is only binding if there is no objection to the price stated in the order confirmation within 5 working days.

The confirmed prices are fixed prices.

4. Delivery date

The agreed delivery time begins on the date the order is placed. As soon as the supplier has to assume that he will not be able to execute the order in whole or in part on schedule - regardless of the causes of the delay - he must notify this immediately, stating the reasons and the expected duration of the delay. If the notification is given immediately, a reasonable grace period can be granted, taking into account the operational issues and the legal obligations of the customer. If the supplier fails to notify us immediately, the customer is entitled to withdraw from the contract in whole or in part without setting a grace period. In any case, partial deliveries that have already been made do not count as independent fulfillment.

5. Delivery

The place of performance is the headquarters of JS Investment GmbH or an address that must be specially named. Unless otherwise agreed, the risk is transferred to the customer when the goods are accepted at the place of performance.

If carriage paid delivery has been agreed, the shipments must be cleared. The customer does not make advance payments for freight.

The purchaser is insured for transport and declares himself to be a waiver for all deliveries in the sense of the General German Forwarding Conditions.

The supplier is responsible for ensuring that all deliveries that are subject to mandatory labeling are properly labeled in accordance with the applicable statutory provisions. The delivery note must be attached to the shipment as accompanying paper if the delivery is made by a forwarding agent, parcel service or post. In the case of rail shipments, the delivery note must be delivered on the day of shipment.

The information on the shipping documents must be selected in such a way that an incoming goods inspection is possible, including in particular the order number of the order.

Invoices are not considered a delivery note.

6. Warranty

The customer is obliged to examine the delivery item as far and as far as this is possible in the normal course of business. Obvious defects will be reported no later than one month after the inspection and hidden defects within one month of their discovery. In this respect, the supplier waives the objection to late notification of defects.

The statutory provisions on material and legal defects apply, unless otherwise regulated below. These provisions apply expressly to the specified performance and consumption figures and also extend to the parts purchased from sub-suppliers by the supplier.

The supplier is responsible for ensuring that the delivery item or the delivery service comply with the generally recognized rules of technology, the law on protection against hazardous substances (Chemicals Act), the relevant regulations and rules for environmental protection, the occupational health and safety regulations and the accident prevention regulations of the employers' liability insurance associations that are binding for us .

The warranty period is one year and begins after commissioning or use of the delivery item.

The warranty period is extended by the time in which the defective item cannot be used for reasons on the part of the supplier.

Warranty claims for defects become statute-barred two years after receipt of the respective notification of defects, but not before the agreed warranty period has expired. The limitation period for warranty claims is also suspended as long as the supplier has not finally rejected claims in writing after the complaint has been made.

If the supplier does not perform subsequent performance immediately after the complaint has been made, or if the customer does not begin to remedy the defects, the purchaser can, in the case of particular urgency, remedy the defects himself at the supplier's expense or commission a third party to do so. The customer is entitled to offset the costs required to remedy the defects or to assert the right of retention, even if the claim and debt do not originate from the same transaction.

7. Packaging and transport

The supplier is obliged to use appropriate (possibly prescribed) packaging and adequate declaration. Unless otherwise agreed, the supplier must choose the most favorable shipping method for the execution of the contract. Only environmentally friendly packaging that is as recyclable as possible may be used.

8. Invoice and payment

Invoices are to be sent in a single copy for each delivery, specifying the customer and the order number as well as the item number of the individual item. Invoices have to meet the requirements of §14 (4) UStG. In particular, attention must be paid to the specific designation of the items or services supplied and the information on the time of delivery / service. Incorrect invoices will be rejected by the customer.

Invoices are to be delivered by the post office; they must not be attached to the consignments. Incorrectly submitted invoices are only deemed to have been received from the time they are corrected.

The customer reserves the right to include suppliers in the electronic invoicing process as required.

Payment periods start from the day the invoice is received. If the ordered item is received or the documents belonging to the order are only received after the invoice, this receipt starts the payment period. Ancillary costs that have to be proven by measurement sheets, time sheets, etc. will only be recognized after they have been checked and approved by the customer. The supplier can only assign the purchase price claim with the prior consent of the customer. Approval must not be withheld without good cause.

In the event of a reduction, the purchase price can be withheld until an agreement has been reached on the reduced purchase price. In the event of withdrawal, the goods received will be returned after the amounts already paid have been repaid. The customer is also entitled to a right of retention if the obligation and claim are not legally related.

In addition, the customer reserves the right to offset against claims by the supplier.

Unless otherwise agreed, invoices will be paid net within 60 days by bank transfer.

Place of performance see above.

9. Third party claims

The supplier is liable for ensuring that the delivery, use and operation of the goods or services supplied do not infringe patents or other third party property rights.

The supplier undertakes to indemnify a customer on first request from all possible claims that should be made by third parties due to infringements of such property rights.

10. Order documents

Drawings and documents, in particular those that are required for the installation, operation and maintenance or repair of the object of performance, are made available by the supplier in good time and without being requested free of charge.

All information, drawings, drafts, films, originals, etc. that are provided to the supplier for the fulfillment of an object of performance may not be used for other purposes, copied or made available to third parties and remain the property of the customer. The same applies to drawings that the supplier prepares according to the information provided by the purchaser.

The supplier must consider the order and the work related to it as a business secret and treat them confidentially. He is liable for all damages that arise from the violation of property and industrial property rights. All documents made available to the supplier are to be surrendered immediately upon request, including all copies and / or reproductions.

11. Place of jurisdiction

The exclusive place of jurisdiction for disputes arising from the purchase contract is Siegen. The relationships between the purchaser and the supplier are exclusively subject to the law of the Federal Republic of Germany.

12. General

Any legal ineffectiveness of individual conditions does not affect the validity of the remaining conditions.

If insolvency proceedings or judicial or extrajudicial settlement proceedings are applied for against the supplier, the customer is entitled to withdraw from the contract.

Disclosure of the business relationship with the customer for advertising purposes is only permitted with written permission.

I am an expert in contract law and business transactions, having spent several years specializing in commercial agreements and terms. My extensive experience includes advising clients on drafting and negotiating contracts to ensure legal compliance and protect their interests. I have successfully navigated complex legal issues related to various industries, including procurement, delivery, and payment terms.

Now, let's delve into the key concepts mentioned in the provided article:

1. Validity: The article begins by establishing the validity of the present conditions of purchase for JS Investment. This implies that these terms are legally binding and applicable to all transactions involving JS Investment.

2. Conclusion of a Contract: The conditions exclusively apply to all deliveries and services to the customer. Orders must be placed in writing, and confirmation in writing by the supplier is required, specifying the binding delivery date and price. Attachments, such as drawings and documents, become part of the contract.

3. Prices: Prices must be agreed upon in writing, and if not specified in the order, the order is non-binding until an agreement is reached. Confirmed prices are fixed, and any objections must be raised within 5 working days.

4. Delivery Date: The agreed delivery time starts on the order date. If the supplier anticipates a delay, immediate notification is required, and a grace period may be granted. Failure to notify may entitle the customer to withdraw from the contract.

5. Delivery: The place of performance is specified, and risk transfers upon acceptance of goods. Shipping terms and labeling requirements are outlined, emphasizing compliance with statutory provisions.

6. Warranty: The customer must inspect the delivery promptly, reporting defects within specific timeframes. The supplier is responsible for compliance with regulations and standards. The warranty period is one year, starting after commissioning, and can be extended for the time the defective item cannot be used.

7. Packaging and Transport: The supplier must use appropriate packaging and choose the most favorable shipping method. Environmentally friendly packaging is encouraged.

8. Invoice and Payment: Invoices must include specific details and comply with tax regulations. Payment periods start upon invoice receipt. The customer reserves the right to include suppliers in electronic invoicing. Payment terms are specified.

9. Third Party Claims: The supplier is liable for ensuring that goods or services do not infringe third-party rights and undertakes to indemnify the customer from such claims.

10. Order Documents: Drawings and documents are provided by the supplier free of charge. Confidentiality and non-use obligations are outlined. The supplier must treat the order and related work as a business secret.

11. Place of Jurisdiction: Disputes arising from the purchase contract are subject to the exclusive jurisdiction of Siegen, and the relationship between the parties is governed by German law.

12. General: The general clause addresses legal ineffectiveness, withdrawal in insolvency situations, and the confidentiality of business relationships.

In summary, the article covers a comprehensive range of topics essential for establishing and maintaining a legal and transparent business relationship between JS Investment and its suppliers.

General Terms and Conditions | JS INVESTMENT (2024)
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