General Purchasing Conditions (GPC)
of metron eging GmbH (hereinafter referred to as ‘metron’)
Grafenauer Str. 16 + 18, 94535 Eging am See
(Date: 23rd July 2026)
§ 1. General Provisions
§ 1.1. These General Purchasing Conditions (GPC) apply to all business relationships with metron’s business partners and suppliers (‘Sellers’). The GPC apply only if the seller is a trader within the meaning of § 14 of the German Civil Code (BGB), a legal entity under public law or a special fund under public law. Unless expressly agreed otherwise, only these terms and conditions shall apply to all orders placed by metron. Statutory provisions shall continue to apply unless amended in these General Purchasing Conditions.
Any terms and conditions of the seller set out in their General Terms and Conditions, or order confirmation are hereby expressly rejected. Unconditional acceptance of order confirmations or deliveries does not constitute acceptance of such terms and conditions.
These General Purchasing Conditions apply in particular to contracts for the sale and/or delivery of movable goods (‘Goods’), regardless of whether the seller manufactures the Goods itself or purchases them from suppliers (Sections 433 and 650 of the German Civil Code (BGB)).
Individual agreements and details specified in the order placed with metron take precedence over these General Purchasing Conditions. Any contradictions, omissions or inconsistencies shall primarily be resolved by interpreting the contractual basis as a coherent whole. Where such an interpretation is not possible or does not lead to a sufficiently clear result, the agreements in the respective contracts shall take precedence over the agreements in these General Purchasing Conditions, and the agreements in these General Purchasing Conditions shall take precedence over the other annexes.
§ 1.2. Unless otherwise agreed, the GPC shall apply in the version valid at the time of the respective order placed with metron. If metron has notified the seller of the GPC or any amendments thereto in writing, in cases of doubt the most recent version notified in writing shall prevail.
§ 1.3. Orders and contracts are binding if they are made in writing or have been confirmed in writing. The offer may only be accepted within a period of 14 days, unless otherwise agreed. A late acceptance shall be deemed a new offer and requires acceptance by metron.
Legally relevant declarations and notifications by the seller relating to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. ‘In writing’ for the purposes of these GPC includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular where there are doubts as to the legitimacy of the person making the declaration, remain unaffected.
§ 2. Delivery and Dispatch
§ 2.1. Delivery shall take place in accordance with the order or subsequent instructions from metron on the agreed dates (‘fixed dates’). The delivery time specified by metron is binding. This constitutes a fixed-date transaction; timely delivery is therefore an essential contractual obligation. The seller shall notify metron of any changes to the dates without delay.
§ 2.2. The seller must comply with the dispatch regulations of metron and the forwarding agent or carrier. A delivery note stating the date, the contents of the delivery and metron’s order and item numbers must be enclosed with the delivery.
All dispatch documents, accompanying letters and invoices must state metron’s order and item numbers. § 2.3.
Transport costs, including packaging, insurance and all other ancillary costs, shall be borne by the seller, unless expressly agreed otherwise.
Partial deliveries require the prior consent of metron.
§ 3. Delivery periods, delivery dates and default
§ 3.1. The delivery periods or dates (“fixed dates”) specified in orders are determined by the calendar and are binding; they are understood to mean arrival at the place of performance.
§ 3.2. metron is entitled to refuse to accept goods that are not delivered on the delivery date specified in the order and to return them at the seller’s expense and risk or to store them with third parties.
§ 3.3. The seller undertakes to notify metron immediately and in writing if circumstances arise or become apparent from which it is evident that the agreed delivery time cannot be met. The same applies if the seller becomes aware of circumstances that give rise to reasonable doubt as to whether the delivery deadline can be met.
If the calendar-specified delivery date is exceeded, the seller shall be in default upon expiry of the fixed date without the need for a reminder or the setting of a deadline. If delivery is delayed for reasons for which metron is responsible, the fixed dates shall be postponed accordingly. The new fixed dates must be agreed in writing.
In the event of a delay in delivery, metron shall be entitled to the statutory remedies. In particular, metron shall be entitled to claim damages and/or to withdraw from the contract.
If the seller is in default, metron may, in addition to its statutory claims, demand a contractual penalty from the seller amounting to 0.2% per calendar day, but not exceeding a total of 5% of the net price. The contractual penalty may only be claimed if metron expressly reserves the right to do so upon acceptance of the delayed performance. Any further rights of metron remain unaffected.
The seller is entitled to prove to metron that it is not responsible for the breach of duty.
§ 4. Quality and Delivery
§ 4.1. The seller warrants that the goods comply with the specifications provided, the relevant standards and state of the art.
The seller undertakes to comply with the relevant statutory and regulatory requirements and conditions when performing the contract. The delivery or service must comply with safety, occupational health and safety, accident prevention and relevant standards, as well as DIN, VDE and other regulations.
§ 4.2. The values determined during the incoming goods inspection shall be binding regarding the dimensions, weights and quantities of a delivery.
§ 4.3. Machinery and materials to be supplied, including packaging, must comply with statutory provisions and standards.
§ 4.4. The risk of accidental loss and accidental deterioration of the goods shall pass to metron upon handover at the place of performance.
Handover shall be deemed to have taken place even if metron is in default of acceptance. The statutory provisions shall apply to the occurrence of default of acceptance, subject to the following specific provisions. The seller must expressly offer performance to metron even if a specific or determinable calendar period has been agreed for an act or cooperation on the part of metron. If metron is in default of acceptance, the seller may claim compensation for its additional expenses in accordance with the statutory provisions (Section 304 of the German Civil Code (BGB)). If the contract relates to an irreplaceable item to be manufactured by the seller (custom-made item), the seller shall only be entitled to further rights if metron has undertaken to cooperate and is responsible for the failure to cooperate.
§ 5. Prices and Terms of Payment
§ 5.1. The prices stated in the order are maximum prices; any price reductions occurring between the time of ordering and payment of the invoice shall be accrued to metron.
Unless otherwise agreed, the price includes all services and ancillary services provided by the seller (e.g. assembly, installation) as well as all ancillary costs (e.g. proper packaging, transport costs).
§ 5.2. Invoices must be issued immediately after dispatch of the goods, quoting the order number and item number. Value added tax must be shown separately.
§ 5.3. Payment is subject to proper delivery and the accuracy of the price and invoice details. If a defect covered by the warranty is identified, metron is entitled to withhold payment until the warranty obligation has been fulfilled.
§ 5.4. Payment is due 30 days net after delivery and receipt of a valid invoice, unless otherwise agreed in writing. If metron makes payment within 14 calendar days, the seller shall grant metron a pre-agreed discount on the net amount of the invoice. In the case of a bank transfer, payment shall be deemed to have been made on time if the transfer order is received by the bank before the expiry of the payment deadline; metron shall not be liable for any delays caused by the banks involved in the payment process.
§ 6. Set-off and Assignment
§ 6. 1. The seller is only entitled to set off claims that are undisputed or have been legally established.
§ 6.2. Apart from monetary claims pursuant to Section 354a of the German Commercial Code (HGB), the assignment of claims against metron is only effective with metron’s written consent. Consent may only be refused on compelling grounds.
§ 7. Force majeure
§ 7.1. Events of force majeure are unforeseeable, externally caused events beyond the control of the affected party which cannot be prevented or overcome even with the exercise of due care, and which render the fulfilment of contractual obligations wholly or partially impossible or significantly more difficult.
§ 7.2. These include, in particular, natural disasters, war, terrorism, pandemics, epidemics, official measures, embargoes, strikes, lawful lockouts, significant disruptions to transport or supply chains, and energy or supply failures, provided that the affected party is not responsible for them.
§ 7.3. The seller must inform metron immediately in writing of the occurrence, expected duration and effects of the event and provide appropriate evidence. The seller must take all reasonable measures to avoid or minimise delays or disruptions to the delivery or service.
§ 7.4. For as long as and to the extent that the seller is prevented from performing due to force majeure, the relevant delivery and performance deadlines shall be extended accordingly. No contractual penalties or claims for damages arising from delay shall apply in this respect, provided that the seller is not responsible for the delay.
§ 7.5. If metron is temporarily prevented from accepting delivery or service due to force majeure, this shall not result in any disadvantage to metron, in particular no default in acceptance. In this case, delivery and service dates shall be rescheduled appropriately.
§ 7.6. If the event of force majeure lasts for more than thirty (30) calendar days, or if it becomes foreseeable that the delivery or service is no longer usable or reasonable for metron, metron shall be entitled to withdraw from the relevant contract in whole or in part, or to terminate it. Any further statutory rights remain unaffected.
§ 8. Warranty
§ 8.1. The seller’s warranty obligations shall be governed by the statutory provisions, unless otherwise specified below. The seller shall, upon first request, indemnify metron against all claims by third parties arising from defects, infringement of third-party intellectual property rights or product damage to metron’s delivery attributable to the seller’s contribution to the cause. The seller warrants that it holds adequate product liability insurance.
In accordance with statutory provisions, the seller shall be liable in particular for ensuring that the goods possess the agreed quality at the time of transfer of risk to metron. In any event, the product descriptions which – in particular through designation or reference in metron’s order – form part of the relevant contract or have been incorporated into the contract in the same manner as these General Purchasing Conditions shall be deemed to constitute an agreement on the quality of the goods. It makes no difference whether the product description originates from metron, the seller or the manufacturer.
In the case of goods containing digital elements or other digital content, the seller is obliged to provide and update the digital content to the extent that this arises from an agreement on quality in accordance with the preceding paragraph or from other product descriptions provided by the manufacturer or on its behalf, in particular on the internet, in advertising or on the product label.
§ 8.2. The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial duty to inspect and give notice of defects, subject to the following proviso:
Furthermore, the extent to which an inspection is practicable in the ordinary course of business, considering the circumstances of the individual case, shall be decisive.
Defects which only become apparent after the packaging, protective film or protective device has been removed in accordance with this clause, or during assembly, commissioning or intended use, shall be treated as defects not detectable during the initial inspection, specifically as latent defects within the meaning of Section 377(3) of the German Commercial Code (HGB).
Metron’s obligation to give notice of defects discovered at a later date remains unaffected. Notwithstanding the obligation to inspect, in the case of latent defects, metron’s notice of defects shall be deemed to have been given without delay and in good time if it is dispatched within two weeks of discovery.
§ 8.3. Notwithstanding Section 438(1)(3) of the German Civil Code (BGB), the general limitation period for claims for defects is three years from the transfer of risk. The 3-year limitation period shall apply mutatis mutandis to claims arising from defects of title, although the statutory limitation period for third-party claims for restitution in rem (Section 438(1)(1) of the German Civil Code (BGB)) remains unaffected; Furthermore, claims arising from defects of title shall not become time-barred under any circumstances as long as the third party can still assert the right against metron – in particular, where the limitation period has not yet expired. Insofar as metron is entitled to non-contractual claims for damages, the standard statutory limitation period applies (Sections 195, 199 of the German Civil Code (BGB)), unless the application of the limitation periods under sales law results in a longer limitation period in the individual case.
§ 8.4. In the event of a defective delivery, the seller shall, at metron’s discretion, either remedy the defect or supply goods free from defects within a period set by metron. If the seller fails to fulfil its obligation to provide subsequent performance within the set time limit, metron shall be entitled to remedy the defect itself at the seller’s expense or to procure a replacement elsewhere, and to demand reimbursement of the necessary expenses or a corresponding advance payment. If rectification by the seller has failed or is unreasonable for metron due to particular urgency arising from the fixed-date transaction, no time limit need be set. In such cases, metron is entitled to carry out the rectification itself or to commission a third party to do so. The costs incurred as a result may be charged to the seller.
Furthermore, in the event of a material or legal defect, metron is entitled, in accordance with the statutory provisions, to a reduction in the purchase price or to withdraw from the contract. In addition, metron is entitled to compensation for damages and reimbursement of expenses in accordance with the statutory provisions.
In the event of a defective delivery, the contractor shall, at the discretion of metron eging GmbH, provide a replacement free of charge, grant a price reduction in accordance with the statutory provisions on price reduction, or remedy the defect free of charge. In urgent cases, metron eging GmbH is entitled – following consultation with the contractor – to remedy the defects itself or have them remedied by a third party at the contractor’s expense, or to procure a replacement by other means. The same shall apply if the contractor falls into default with the fulfilment of its warranty obligations. If, in accordance with the statistical inspection procedure specified in the order, it is established that the maximum permissible defect rate has been exceeded, metron shall be entitled to raise claims for defects in respect of the entire delivery or, at the contractor’s expense and following prior consultation with the contractor, to inspect the entire delivery.
§ 8.5. The seller shall be liable for replacement deliveries and rectification work to the same extent as for the original delivery item, i.e. including, but not limited to, transport, travel and labour costs, as well as installation and removal costs – provided that the goods, in accordance with their nature and intended use, were incorporated into or attached to another item before the defect became apparent. The warranty period for replacement deliveries shall commence no earlier than the date of arrival of the replacement delivery.
§ 8.6. If the seller is liable for product damage, it shall indemnify metron against claims by third parties to the extent that the cause lies within its sphere of control and organisation and it is itself liable in its dealings with third parties.
As part of its indemnity obligation, the seller shall reimburse expenses in accordance with Sections 683 and 670 of the German Civil Code (BGB) arising from or in connection with claims by third parties, including product recalls carried out by metron. Metron shall inform the seller – as far as possible and reasonable – of the content and scope of recall measures and give the seller the opportunity to comment. Any further statutory claims remain unaffected.
The seller must take out and maintain product liability insurance with a lump-sum cover of at least EUR 10 million per claim for personal injury or property damage.
§ 9. Confidentiality and Retention of Title
§ 9.1. Drawings, designs, samples, manufacturing specifications, internal company data, tools, equipment, etc., which metron has made available to the seller for the purpose of submitting a quotation or carrying out an order, shall remain the property of metron. They must not be used for any other purpose, reproduced or made accessible to third parties, and must be stored with the care expected of a prudent businessman and returned to metron upon fulfilment of the contract. The documents must be kept confidential vis-à-vis third parties, even after the termination of the contract. Any specific confidentiality agreement remains unaffected.
The seller shall not use the confidential information to gain a competitive business advantage over metron or any of metron’s customers.
The seller shall not contact any of metron’s customers in connection with the project/order without metron’s consent.
§ 9.2. Any processing, mixing or combining (further processing) of items provided by the seller shall be carried out on behalf of metron, such that metron is deemed to be the manufacturer. The items provided shall not become the property of the seller. If the delivered goods are further processed by metron, ownership of the delivered goods shall pass to metron at the latest upon such further processing in accordance with the statutory provisions. The transfer of ownership of the goods to metron must take place unconditionally and irrespective of payment of the price. However, if, in individual cases, metron accepts an offer from the seller for transfer of ownership conditional upon payment of the purchase price, the seller’s retention of title shall lapse at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, metron remains authorised to resell the goods even prior to payment of the purchase price, subject to the advance assignment of the resulting claim (alternatively, a simple retention of title extended to cover resale shall apply). This therefore excludes all other forms of retention of title, in particular extended retention of title, retention of title passed on to third parties and retention of title extended to cover further processing.
§ 10. Third-Party Intellectual Property Rights
The seller warrants that no third-party rights preclude the intended use of the purchased goods and, in particular, that no third-party intellectual property rights are infringed. Should metron nevertheless face claims due to a possible infringement of third-party rights, such as copyright, patent and other intellectual property rights, the seller shall indemnify metron against such claims and any related liabilities.
§ 11. Data Protection
The seller’s personal data shall be processed by metron for the purposes of establishing, performing and settling the contractual relationship (Article 6(1)(b) of the GDPR), as well as for the fulfilment of legal obligations (Article 6(1)(c) of the GDPR) and, where relevant, for the protection of legitimate interests (Article 6(1)(f) of the GDPR), are stored and processed by metron using electronic data processing (EDP) on an order-by-order basis for the duration of the business relationship and in accordance with statutory retention and limitation periods. Further information in accordance with Article 13 of the GDPR can be found at https://www.metron-eging.com/datenschutzerklaerung/.
The seller consents to the processing of their personal data for the purposes of establishing, performing and settling the contractual relationship.
Questions regarding data protection may be addressed to anfrage@projekt29.de.
§ 12. Jurisdiction; Place of Performance
§ 12.1. German law shall apply exclusively, to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods. If the seller is an entrepreneur within the meaning of § 14 of the German Civil Code (BGB), a trader, a legal person under public law or a special fund under public law, the exclusive place of jurisdiction shall be Passau. Overriding statutory provisions, in particular exclusive jurisdictions, remain unaffected.
§ 12.2. Unless otherwise agreed in an individual contract, Eging am See shall be deemed to be the place of performance.
§ 12.3. Should any individual provisions of the contract, including these terms and conditions, be or become invalid in whole or in part, the remaining provisions shall remain valid. The invalid provisions shall be replaced by the relevant statutory provisions.