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1 SCOPE

1.1 These general terms and conditions of purchase apply – to the exclusion of possible general terms and conditions of the contractual partner (hereinafter “supplier”) – for all contracts for deliveries and services to BÜNTE Industrieservice GmbH (hereinafter “Bünte”). In particular, they are part of all purchase, work and work delivery contracts.

 

1.2 Conflicting general terms and conditions of the supplier are not binding on Bünte, even if Bünte does not expressly object to them. The acceptance of deliveries and services does not constitute approval of the general terms and conditions of the supplier.

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2 ORDERS

2.1 Orders are only binding if they are placed in writing or are confirmed in writing by Bünte after being placed verbally or electronically. Deliveries for which there is no written order will not be accepted by Bünte.

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2.2 Bünte is entitled to revoke an order free of charge if the supplier does not confirm the respective order immediately, at the latest within 14 days of receipt, without making any changes.

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3 DELIVERIES, EVENTS, DEFAULT

3.1 Each delivery must be accompanied by a delivery note that states BÜNTE's order number and the description of the content by type and quantity. Unless otherwise agreed, the supplier bears the shipping costs.

 

3.2 The signing of a delivery note only confirms that the goods have been physically moved within BÜNTE's sphere of influence, but not that they are complete or free from defects.

 

3.3 Ownership is transferred to BÜNTE upon delivery. Any extended or expanded retention of title is excluded.

 

3.4 Goods not delivered in accordance with the contract or over-deliveries can be returned at the expense and risk of the supplier. Short or partial deliveries do not constitute fulfillment unless otherwise agreed. Partial deliveries require the approval of BÜNTE.

 

3.5 If the supplier is obliged to carry out assembly and/or installation at BÜNTE, he must provide these services to the agreed extent and then demonstrate the functional and/or operational readiness of the goods. The demonstration includes the presentation of all essential functionalities. BÜNTE can reject the assembled/installed goods if BÜNTE discovers defects that prevent use or operation during the demonstration. The right to rejection also exists if the supplier does not fulfill his obligation to demonstrate properly. Other claims remain unaffected.

 

3.6 Agreed dates for deliveries and services are binding and must be observed by the supplier. If delays are to be expected, the supplier must inform BÜNTE immediately in writing.

 

3.7 If the supplier does not meet a deadline, he is in default without a reminder. This does not apply if the supplier is not responsible for the delay. In the event of default, Bünte can demand compensation for the damage caused by the delay. Furthermore, Bünte can withdraw from the contract and demand damages instead of performance if Bünte has unsuccessfully set the supplier a reasonable deadline for performance. Instead of compensation for damages in lieu of performance, the client can demand reimbursement of futile expenses within the meaning of Section 284 of the German Civil Code. Setting a deadline is not necessary in the cases specified by law in accordance with Section 281, Paragraph 2, Section 323, Paragraph 2 of the German Civil Code. Other claims remain unaffected.

 

3.8 Furthermore, in the event that the agreed deadline is exceeded, Bünte is entitled to demand a contractual penalty of 0.2% of the net order value for each working day on which the supplier is in arrears with meeting the deadline, provided that the supplier does not prove that no damage or only significantly less damage has occurred. Sentence 1 also applies to exceeding agreed partial acceptance dates. In this case, the contractual penalty is calculated according to the proportion of the net order value attributable to the partial service.

 

3.9 Overall, however, the sum of the contractual penalty to be paid based on the provision in Section 3.8 may not amount to more than 5% of the net order value. The assertion of other claims remains unaffected. § 341 para. 3 BGB is amended in such a way that the penalty can be asserted up to the final payment. This does not apply if Bünte did not reserve the right to the contractual penalty upon acceptance despite being requested to do so by the contractor. Contractual penalties will be offset against claims for damages.

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4 TERMS OF PAYMENT

4.1 Unless otherwise agreed, payments shall be made within 30 days after Bünte has received a properly issued invoice and the delivery or service has been rendered in full.

 

4.2 In the event that an invoice is issued before the agreed delivery date due to premature delivery and acceptance, the agreed delivery date is considered the date of invoicing and receipt is deemed to have taken place after 3 working days.

 

4.3 Payments do not mean that the delivery or service is recognized as being in accordance with the contract.

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5 WARRANTY

5.1 Bünte must observe a period of 2 weeks from delivery in the case of obvious defects for the notification of defects, otherwise 2 weeks from discovery of the defect. The supplier waives the objection to a late notification of defects for all defects notified within fourteen days of discovery.

 

5.2 The supplier must rectify defects immediately, at the latest within a reasonable period set by Bünte, by rectification or new delivery. The supplier must bear the costs required for this purpose, in particular transport, travel, labor and material costs.

 

5.3 If the supplier does not successfully remedy the defect within a period set for him, Bünte can either set the supplier a further reasonable grace period and, after this has expired without result, reduce the remuneration appropriately or withdraw from the contract in whole or in part. However, withdrawal due to an insignificant defect is excluded. In addition, Bünte can demand compensation for damages or reimbursement of expenses in accordance with § 437 No. 3 BGB if the legal requirements are met.

 

5.4 If the warranty period is not agreed separately, it is 24 months from the transfer of risk, unless a longer warranty period applies by law.

 

5.5 If Bünte reports defects before the expiry of the limitation period and if the parties negotiate within the meaning of § 203 BGB, the limitation period is suspended until the supplier or Bünte refuses to continue the negotiations. The statute of limitations begins three months after the end of the suspension at the earliest.

 

5.6 In relation to Bünte, the supplier bears the product liability in connection with errors in the products delivered by him. He assumes all costs and expenses resulting from this, including the costs of any legal dispute or a necessary conversion or recall campaign. The supplier is obliged to take out adequate product liability insurance.

 

5.7 The above provisions of Section 5 shall apply without prejudice to Bünte's statutory rights.

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6 CONFIDENTIALITY, SUPPLY OF MATERIAL AND DOCUMENTATION

6.1 The supplier is obliged to keep trade and business secrets as well as other information, documents and data carriers from Bünte that are entrusted to him or become known to him from or in connection with the fulfillment of the order secret, not to make them accessible to third parties and not for his own or third-party purposes , but only to be used for the legitimate fulfillment of tasks within the scope of the respective order. The supplier will also impose a corresponding obligation on the employees it uses to fulfill its obligations and on other third parties involved.

 

6.2 The confidential treatment obligation pursuant to Section 6.1 does not apply to information that is already public knowledge or becomes public knowledge through no fault of the supplier who is obligated to maintain confidentiality. Further legal confidentiality obligations remain unaffected.

 

6.3 This confidentiality obligation remains in effect even after the contract has ended.

 

6.4 The following also applies to the provision of material and documents by Bünte: Material and documents provided by Bünte remain the property of Bünte. All property rights (e.g. trademarks or copyrights) also remain with Bünte. Material and documents are to be stored by the supplier free of charge and with the diligence of a prudent businessman, separately from his other items and marked as Bünte's property. It may only be used to complete the order. In particular, documents made available by Bünte (e.g. technical drawings, sketches, samples) remain the property of Bünte and may not be reproduced by the supplier. Duplication is only permitted to the extent that it is necessary to execute the order.

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7 INFRINGEMENT

The supplier is responsible for ensuring that his deliveries or services do not infringe any patent rights, copyrights or other property rights of third parties. Should the supplier nevertheless infringe property rights, he is obliged, at Bünte's option, to change the delivery in such a way that Bünte can use it in accordance with the contract without infringing third-party rights, or to release Bünte from all third-party claims in this regard. Other claims remain unaffected.

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8 PACKAGING

8.1 Costs for packaging and labeling shall be borne by the supplier unless otherwise agreed in writing.

 

8.2 The supplier is responsible for ensuring that the packaging complies with the applicable statutory provisions.

 

8.3 The obligation to take back the packaging results from the relevant statutory provisions. The place of performance for the supplier's obligation to take back is the place where the goods are handed over.

 

8.4 Irrespective of the shipping conditions applicable to the transport, the following applies: The packaging must be designed in such a way that loads occurring during transport do not damage the delivery material. The packaging is optimally utilized. It is to be chosen as environmentally friendly as possible and must be easily removable and disposable.

 

8.5 Helmut Bünte GmbH only sends packages to commercial customers. Any direct shipping on behalf of customers to non-commercials is also excluded. The sender is always Bünte's address. If Bünte sends a package directly to a third party on behalf of the customer, the customer of Helmut Bünte GmbH is solely responsible for checking the commercial activity of the third party and the resulting rights and obligations towards the third party.

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9 SPECIAL OBLIGATIONS OF THE SUPPLIER

9.1 The supplier undertakes to inform Bünte in writing or in text form of any legally required test marks, expert opinions or similar (hereinafter “documents”) before the conclusion of the contract. Unless otherwise agreed, the supplier is obliged to send all necessary documents to Bünte at his own expense at the latest when risk passes. Goods for which such documents are not submitted even after setting a reasonable deadline, Bünte can hand over to an independent inspection body for the creation of these documents at the expense of the supplier.

 

9.2 The supplier is obliged to issue a supplier's declaration in accordance with Regulation (EC) No. 1207/2001 for all goods/items at the latest upon the transfer of risk.

 

9.3 The supplier is obliged to inform Bünte in good time before any changes in manufacturing processes, relocation of the production site, changes to materials or supplier products and changes to testing and quality assurance procedures, so that Bünte can check whether the change will have a negative impact on the product and service quality affects.

 

9.4 The supplier undertakes to comply with the laws of the applicable legal system(s) and in particular to observe the ban on child labor. He also has to oblige his suppliers to ban child labor. The ILO Conventions 138 & 182, which are made available by Bünte on request, are decisive.

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10 OTHER PROVISIONS

10.1 Additions, changes or ancillary agreements to these conditions must be made in writing to be effective. This also applies to the lifting of the writing requirement.

 

10.2 The assignment of rights and obligations of the supplier from the contract without the prior written consent of Bünte is excluded. The supplier's rights of retention and refusal to perform are excluded unless Bünte does not dispute the underlying counterclaims or these have been legally established.

 

10.3 The place of performance is the delivery address specified in each case. The risk of accidental loss and accidental deterioration passes upon delivery to the delivery address (in the case of delivery without assembly and/or installation), in the case of delivery with assembly and/or installation upon successful completion of the work and acceptance by Bünte. If the supplier is a merchant, the exclusive place of jurisdiction is Bad Iburg.

 

10.4 The law of the Federal Republic of Germany applies to all legal relationships between the parties, excluding conflict of laws and excluding the UN Sales Convention (CISG).

 

10.5 The contract language is German.