1 General Information – Scope of Application
1.1 The terms and conditions below apply exclusively; Taiyo Europe GmbH will not accept any conditions of Supplier or Buyer / Principal / Orderer which are contrary to or deviate from these GTC.
1.2 Any and all offers of Taiyo are non-binding. A contract will only be effective if such was countersigned by Taiyo. The conclusion of a contract by way of a commercial letter of confirmation is, insofar, excluded.
1.3 All agreements on deliveries and services which are made between Taiyo and Supplier or Principal shall be set out in writing in the relevant contract or in additional agreements, if any. Oral agreements, in particular amendments of and supplements to these GTC of Taiyo – including this written form clause – as well as side agreements of any type shall be confirmed in writing by Taiyo to be effective.
1.4 These GTC of Taiyo apply only to entrepreneurs, legal persons under public law and special funds under public law.
2 Offer – Offer Documents
2.1 If Principal / Orderer fails to accept the delivery of Taiyo within a period of 3 days from receipt after a written order confirmation, Orderer is in default of acceptance. If Taiyo orders from Supplier, the GTC of Taiyo shall apply as well; any opposing GTC of Supplier will be rejected and will be deemed as not having been agreed upon. Cost estimates of Supplier are binding and shall be free of charge, unless otherwise agreed in writing. Taiyo reserves ownership rights and copyrights in figures, drawings, calculations and other documents. These documents must not be made accessible to third parties without the express written consent of Taiyo. They shall be used exclusively for manufacturing on the basis of Taiyo’s purchase order. After the processing of the purchase order, these documents shall be returned to Taiyo without the need for a request. They shall be kept secret from third parties.
3 Prices – Payment Terms
3.1 The price disclosed in the purchase order is binding. The price includes delivery, duty paid at Supplier’s expense to the place to which the goods are to be delivered according to the order, packaging included, unless otherwise agreed upon in writing.
3.2 Taiyo shall be entitled to increase the agreed prices, if an increase of Taiyo’s purchase prices occurred after the order confirmation and after the signing of the contract and prior to the delivery. Taiyo shall present proof of such increase of the purchase prices after the conclusion of the contract, upon request. The current list price of Taiyo shall apply to purchase orders on call as well as in case that no price agreement was made.
3.3 The return of any packaging requires a special agreement.
3.4 The value added tax at the legal rate is not included in the price. Invoices may only be processed by Taiyo if such specify the purchase order and the project number stated therein – according to the standards set out in Taiyo’s contract documents. Supplier shall be responsible for any delays occurring on account of a non-compliance with this obligation, unless they prove that they were not responsible for such.
3.5 Taiyo will pay incoming invoices 60 days after receipt of the invoice, unless otherwise provided for in writing. The payment is made generally under the reservation of a verification of the invoice and does not constitute an acceptance in the amount of the paid claim.