General Sales and Purchasing Conditions of Böckmann Fahrzeugwerke GmbH

General Sales Conditions of Böckmann Fahrzeugwerke GmbH

Section 1          General Points
 
(1)       These General Sales Conditions (hereinafter referred to as GSC) shall apply between us and our customers (hereinafter referred to as "Purchasers"), irrespective of whether they be natural or legal persons, for the concrete legal business. If the customer is an entrepreneur, these GSC shall apply as a framework agreement for all future business, even if this is not explicitly referred to in an individual case.
 
(2)       A consumer, in the sense of these GSC, shall be a natural person who concludes a transaction for a purpose that essentially can be added to neither their commercial nor their independent professional activity (Section 13 of the German Civil Code (BGB)). An entrepreneur, in the sense of these GSC, shall be any natural or legal person or a legally responsible partnership, who, at the conclusion of a transaction, deals in the execution of their commercial or independent professional activity. Entrepreneurs and consumers shall be consistently referred to as Purchasers in these GSC.
 
(3)       The GSC shall apply to contracts concerning the sale and / or delivery of moveable items, particularly vehicles of all types, trailers, accessories and spare parts (referred to below as "contract goods") without consideration of whether we manufacture these ourselves or purchase them from suppliers (Sections 433, 651 BGB).
 
(4)       Our GSC shall apply exclusively. Deviating, opposing or supplementary GSC or purchasing conditions of the Purchaser shall only be a constituent part of the contract if we have explicitly agreed to their validity, and only to the level agreed to by us. This approval requirement shall apply in all cases, for example also if we carry out the delivery to them unconditionally in knowledge of the terms of business of the Purchaser.
 
(5)       Agreements made with the Purchaser in an individual case, such as modifications, side agreements and supplements, shall always have priority over these GSC. A written contract or our written confirmation shall be essential for the content of such agreements.
 
(6)       Declarations and notifications that are relevant in law and that the Purchaser makes to us after completion of the contract (such as setting of deadlines, reports of defects, notification of withdrawal or mitigation) shall need to be in writing to become effective.
 
(7)       Indications concerning the validity of legal regulations shall only serve as clarification. Even without clarification of this type, this shall mean that the legal regulations apply, provided that they have not been immediately modified or explicitly excluded in these GSC.
 
(8)       The ineffectiveness of one or more clauses of these GSC shall not mean that all the other clauses become ineffective. In addition, both partners to the contract shall recognise the clauses that are not affected as fully applicable. In place of the ineffective clauses, those that are closest in legally permissible form shall be agreed as applicable, based on commercial considerations.
 
 
Section 2          Contract Formation
 
(1)       Our quotations shall be without obligation and are non-binding. This shall also apply if we have submitted catalogues, technical documentation (such as drawings, layouts, calculations, references to DIN standards etc.), additional product descriptions or documents - including in electronic form - to the Purchaser. We shall reserve the property rights and copyrights to these items. They must not be made accessible to third parties without our explicit, written approval.
 
(2)       Information from catalogues, technical documentation (such as drawings, layouts, calculations, references to DIN standards etc.) additional product descriptions or documents that cannot be attributed to us must be disclosed to us by the Purchaser - insofar as these are used the basis for their decision. In this case, we shall be entitled to make comments as to their correctness. If the Purchaser infringes this obligation, these details shall become non-binding, provided that they have not been declared explicitly as being part of the content of the contract. If the customer is an entrepreneur, this declaration must be explicitly in writing.
 
(3)       The ordering of the contract goods by the Purchaser shall be regarded as a binding contract quotation. Unless the purchase order stipulates otherwise, we shall be entitled to accept this contract quotation within a period of 14 days from its receipt by us.
 
(4)       The acceptance shall be in writing (e.g. in the form of a purchase order confirmation) or, if there is no written acceptance, by delivery of the contract goods to the Purchaser.
 
 
Section 3          Delivery Period and Delivery Delay
 
(1)       The delivery period shall be agreed individually or shall be stated by us when accepting the purchase order. The delivery period shall apply ex-works and stores.
 
(2)       The delivery period shall be extended accordingly in accordance with the modification or supplementary wishes expressed by the Purchaser after completion of the contract. We shall advise the Purchaser of the new anticipated delivery period without delay.
 
(3)       The delivery period shall apply with the reservation of the influence of unanticipated events on our side or at our sub-supplier, such as delays for which we are not responsible in the manufacturing of significant parts for delivery, delayed delivery of significant raw materials, force majeure, official measures, operational interruptions etc., provided that these events have an effect on the manufacture or delivery of the contract goods.
 
(4)       If we cannot meet the delivery periods for the reasons quoted in Paragraph 3, we shall advise the Purchaser of the fact without delay and shall advise them of the new anticipated delivery period. The declaration issued by our sub-supplier shall count as adequate verification for the fact we are hindered in the delivery or service provision. If the service is also not available within the new delivery period, we shall be entitled to withdraw fully or partially from the contract; any reciprocal consideration already made by the Purchaser shall be refunded without delay. Our legal rights to withdrawal and cancellation and the legal regulations concerning the execution of the contract in the case of an exclusion of the performance obligation (e.g. impossibility or unreasonableness of the service and / or subsequent fulfilment) shall remain unaffected. The withdrawal and cancellation rights of the Purchaser from Section 8 shall also remain unaffected.
 
(5)       The incidence of our delivery delay shall be determined in accordance with the legal regulations. However, an overdue notice from the Purchaser shall be required. If we are in delivery default, the Purchaser shall be permitted demand reimbursement of their delay damages.
 
 
Section 4          Delivery, Transfer of Risk, Acceptance, Delay in Receipt
 
(1)       The shipment shall be ex-works Lastrup, which is also the place of delivery. Upon request by the Purchaser, and at their expense, it shall be possible to send the contract goods to a different intended location (sale by dispatch). Unless agreed otherwise, we shall ourselves be entitled to choose the type of dispatch (in particular the transport company, dispatch route, packaging).
 
(2)       The risk of accidental destruction and accidental change for the worse of the contract goods shall be transferred to the Purchaser at the latest when they are transferred to them. However, in the case of dispatch sale, the risk of accidental destruction and accidental change for the worse of the contract goods and the risk of delay shall already be transferred at the point of delivery of the contract goods to the transport company, the freight carrier or the person or institution stipulated for execution of the dispatch. If our employees provide assistance in the loading or unloading of the contract goods, they shall be acting at the risk of the Purchaser as their assistants for the fulfilment. If the Purchaser is a consumer, the risk of accidental destruction and accidental change for the worse of the contract goods and the risk of delay shall only be transferred to the Purchaser if they have commissioned the transport company, the freight carrier or the person or institution commissioned with the execution and if we have not already designated this person or institution to the Purchaser. If an acceptance has been agreed, then this shall be definitive for the transfer of risk. In addition, the legal regulations of work contract law shall be applicable to an agreed acceptance. The transfer and acceptance shall be equivalent if the Purchaser is in default with the acceptance.
 
(3)       If the Purchaser is in acceptance default, if they does not carry out his joint collaboration dealings or if the delivery is delayed for other reasons that are the responsibility of the Purchaser, then we shall be entitled to demand the reimbursement of the resulting damages, including additional expenditure (e.g. storage costs).
 
 
 
 
Section 5          Prices and Terms of Payment
 
(1)       Unless agreed otherwise in each individual case, our prices current at the time of contract completion shall be applicable, ex-stock, plus the statutory Value Added Tax.
 
(2)       In the case of dispatch sale (Section 4 Paragraph 1), the transport costs ex-stock and, if necessary, the costs of a transport insurance desired by the Purchaser shall be carried by the Purchaser. The Purchaser shall pay for any customs clearance, levies, taxes and other public expenditures. We shall not take back the transport and other packaging, in accordance with the stipulations of the packaging regulations, and it shall become the property of the Purchaser, with the exception of pallets.
 
(3)       The purchase price shall become due for payment, in full, immediately the invoice is issued. We shall be entitled to demand a down-payment of the purchase price. The down-payment shall immediately become payable in full.
 
(4)       The purchase price shall be increased by interest at the current legally applicable rate during the period of delay. We shall reserve the right to enforce extended damages caused by delay. With regard to traders, our claim to commercial due date interest (Section 353 HGB) shall remain unaffected.
 
(5)       The Purchaser shall only have the right to offset or retain payment if their claim is legally determined or is uncontested. In the event of defective delivery, Section 8 Paragraph 6 shall remain unaffected.
 
(6)       If it is detected, after completion of the contract, that our claim for the purchase price is endangered by defective performance capability of the Purchaser (such as an application to open insolvency proceedings), then we shall be entitled to withdraw from the contract in accordance with the legal regulations for refusal of performance - possibly after setting a deadline (Section 321 BGB). In the case of contracts for the manufacture of untenable items (one-off production) we can declare the withdrawal immediately, the legal regulations concerning the dispensability of deadline setting shall remain unaffected. If we withdraw from the contract, we shall be able to demand reimbursement of damages instead of the performance or reimbursement of expenses.
 
 
Section 6          Title Retention
 
(1)       We shall reserve the property rights to the sold contract goods until payment in full of all the current and future demands resulting from the purchase contract and from on-going business relationship (secured demands). We shall be entitled to be in possession of the vehicle documents during the period of the title retention. This shall not not mean that our property to which we retain the title does not transfer to the Purchaser or third parties, so that the vehicle documents go to a credit institute of the Purchaser with the constraint that they are made available only on trust against payment, or they are transferred to the Purchaser.
 
(2)       The Purchaser shall be obligated to handle the contract goods with care for as long as the property has not been transferred to them. If high-value goods for sale are involved, then they shall be particularly obligated to insure them adequately, at their own cost, against theft, fire and water damage at the value of new items. The Purchaser shall assign their future claims for reimbursement from their insurer to us, to be on the safe side. We shall accept this assignment. However, we shall only make use of the assignment in the event that an application for insolvency proceedings of the Purchaser's assets has been made or if the Purchaser is unable to make payment or if the asset situation has deteriorated so far that inability to make payment is to be feared. If maintenance and inspection work needs to be carried out, then the Purchaser must carry this out in good time and at their own cost.
 
(3)       The contract goods that are under title retention must not be pawned to third parties nor assigned for safety reasons, nor rented out, nor modified before payment in full of the secured demands.
 
(4)       The Purchaser must advise us of the location of the contract goods and of all changes in the location of the contract goods without delay and must advise us without delay, and in writing, if and to what extent interventions by third parties are made in the contract goods that belong to us. If the third party is not able to reimburse us for the judicial and extra-judicial costs of a law-suit in accordance with Section 771 of the Civil Process Order (ZPO), then the Purchaser shall be liable for the financial loss we have incurred.
 
(5)       In the event of behaviour of the Purchaser in breach of contract, in particular in the event of non-payment of the due purchase price, we shall be entitled, in accordance with legal regulations, to withdraw from the contract and / or to reclaim the contract goods based on title retention. The reclaiming shall not also include the declaration of the withdrawal. In addition, we shall be entitled just to reclaim the contract goods and to retain the right to withdrawal. If the Purchaser does not pay the due purchase price, we shall only be allowed to apply these rights if we have first set the Purchaser an unsuccessful payment deadline or if such a deadline setting is unnecessary according to the legal regulations.
 
 
Section 7          Title Retention with Entrepreneurs
 
(1)       If the Purchaser is an entrepreneur, then the following conditions shall apply concerning title retention, in addition to the regulations quoted above in Section 6.
 
(2)       The entrepreneur must allow us to view the contract goods at any time during their hours of business.
 
(3)       The Purchaser shall not be entitled to sell and / or to process the contract goods that are subject to title retention in the course of proper business execution. In this case, the following supplementary stipulations shall apply:
 
(a)      The title retention shall extend to products created by processing, mixing or combination of our contract goods to their full value where we count as the manufacturer. If, during processing, mixing or combination with third party contract goods, their title rights are retained, then we shall acquire joint property rights in relation to the invoice values of the processed, mixed or combined contract goods. In addition, the same shall apply to the resulting products as applies to the contract goods that are subject to title retention.
 
(b)      The demands generated by the onward sale of the contract goods or the product on third parties shall be assigned to us by the Purchaser now, in total or to the level of our possible joint property ratio as per the above paragraph, to be on the safe side. We shall accept the assignment. The obligations quoted in Section 6 Paragraph 3 shall also apply in view of the assigned demands.
 
(c)      The Purchaser shall remain empowered, alongside us, to recover the demand. We shall be committed not to recover the demand for as long as the Purchaser fulfils their payment obligations to us, does not enter payment default, no application for insolvency proceedings has been made and there are no other defects in their capability to perform. If this is the case, however, we shall be entitled to demand that the Purchaser informs us of the assigned demands and their debtors, makes all necessary statements for recovery, surrenders the associated documents and advises the debtor (third party) of the assignment.
 
(d)      If the realisable value of the securities exceeds our demands by more than 10 %, then we shall release securities at our discretion upon request by the purchaser.
 
 
Section 8         Claims for Defects by the Purchaser, Design and Shape Modifications, Deviations in Colour Hue
 
(1)       Unless agreed otherwise below, the legal regulations shall apply to the rights of the Purchaser in the event of the presence of a material defect or a legal defect (including incorrect and inadequate deliveries and improper assembly or defective assembly instructions). In all cases, the special regulations for end delivery of the contract goods to a consumer (Sections 476 479 BGB) shall remain unaffected, provided that the Purchaser is not an entrepreneur.
 
(2)       The basis of our defect liability shall primarily be the agreement made concerning the consistency of the contract goods. The agreement concerning the consistency of the contract goods shall be comprised of all the product descriptions that are a constituent part of the individual contract. The rights to design and shape modifications and deviations in the colour hue shall be reserved, provided that the contract goods are not changed extensively, that the modifications are reasonable for the Purchaser and that the contract goods can still be used unmodified for the agreed purposes. The details in the descriptions concerning performance, weight, operating costs, use, speed etc. shall be seen only as an approximation and shall not constitute an agreement to consistency in accordance with Section 434 Paragraph 1 P. 1 BGB.
 
(3)       Should the consistency not have been agreed, the assessment shall be made in accordance with the legal regulations as to whether a defect is present or not (Section 434 Paragraph 1 P. 2, 3 BGB). However, we shall not accept liability for public statements by the manufacturer of contract goods, or other third parties for all contract goods (e.g. advertising statements).
 
(4)       If the Purchaser is an entrepreneur, then their defect claims shall require the precondition that they have met their legal investigation obligations and obligation to give notice of defects (Sections 377, 381 German Commercial Code (HGB)). If a defect becomes apparent during the investigation, or afterwards, then we must be informed of this in writing and without delay. If the Purchaser neglects proper investigation and / or the notification of the defects, our liability for the defect not disclosed shall be excluded.
 
(5)       If the delivered item is defective, we shall be able initially to choose whether we carry out subsequent fulfilment by elimination of the defect (repair) or by the supply of a defect-free item (replacement). Our right to refuse the selected type of subsequent fulfilment according to legal regulations shall remain unaffected.
 
(6)       We shall be entitled to make the outstanding subsequent replacement subject to the fact that the Purchaser has made the outstanding payment. The Purchaser shall be entitled, however, to retain part of the purchase price to the appropriate proportional value of the defect.
 
(7)       The Purchaser must give us the time and opportunity for the outstanding subsequent fulfilment and must, in particular, give us the contract goods upon which the complaint is based for test purposes. In the event of replacement, the Purchaser must return the defective contract goods to us, in accordance with the legal regulations.
 
(8)       We shall pay the expenses incurred in testing and for subsequent fulfilment, particularly the transport, routing, working and material costs, provided that there is actually a defect present. If the demand for elimination of a fault by the Purchaser turns out to be unjustified, we shall be entitled to demand reimbursement of the resulting costs by the Purchaser.
 
(9)       In urgent cases, e.g. in the event of the endangering of operational safety or for the deflection of disproportionate damage, the Purchaser shall be entitled to eliminate the defect themselves and to demand reimbursement of the objectively required expenditure. We shall be informed of self-help of this type without delay, if possible in advance. Self help rights shall not exist if we would have been entitled to refuse a corresponding subsequent fulfilment in accordance with the legal regulations.
 
(10)    If the subsequent fulfilment fails or if a reasonable deadline set by the Purchaser for subsequent fulfilment expires without success or if it is unnecessary in accordance with the legal regulations, the Purchaser shall be entitled to withdraw from the purchase contract or to reduce the purchase price. However, there shall be no right to withdrawal in the case of an insignificant defect.
 
 
(11)    Claims by the Purchaser to reimbursement of damages or to replacement of unsuccessful expenditure shall only exist in accordance with Section 9 and shall otherwise be excluded.
Section 9         Other Liability
 
(1)       Unless specified otherwise by these GSC, including the following stipulations, we shall be liable in the event of an infringement of the contractual and extra-contractual obligations in accordance with the applicable legal regulations.
 
(2)       We shall be liable for reimbursement of damages - irrespective of the legal cause - in the case of intent or an act of gross negligence. In the case of simple negligence, only we shall be liable
 
(a)for damages from the infringement of life, the body or the health and
 
(b)for damages from the infringement of a significant obligatory duty, whereby our liability shall be limited to the foreseeable typical damages. A significant obligatory duty shall be regarded as being a duty, only the fulfilment of which makes possible the proper execution of the contract and whose compliance with the partner to the contract regularly relies upon and is allowed to rely.
 
(3)       The limitations to liability arising from Paragraph 2 shall not apply if we have fraudulently concealed a defect or if we have taken over a guarantee of the consistency of the contract goods and for the claims of the purchaser in accordance with the law of
product liability.
 
(4)       We shall not accept liability for natural wear and damage that can be attributed to negligent or improper handling of the contract goods.
 
(5)       If we supply replacement parts, we shall not be liable for damage caused by incorrect installation of the supplied replacement parts.
 
(6)       The Purchaser shall only be permitted to withdraw or cancel on account of an infringement of duty that does not consist of a defect, if we are responsible for the infringement of the duty. The right to free cancellation by the purchaser (in particular in accordance with Sections 651 649 BGB) shall be excluded. As for the rest, the legal stipulations and legal consequences shall be applicable.
 
 
Section 10       Statute of Limitation
 
(1)       In deviation from Section 438 Paragraph 1 No. 3 BGB, the general statute of limitation for claims arising from a material or legal defect shall be one year from the delivery (arrival) of the contract goods, provided that the Purchaser is an entrepreneur. If an acceptance has been agreed, the statute of limitation shall start at the point of acceptance.
 
(2)       If, on the other hand, the Purchaser is a consumer, the general statute of limitation for claims arising from a material or legal defect shall be two years from delivery (arrival) of the contract goods. If an acceptance has been agreed, the statute of limitation shall start at the point of acceptance.
 
(3)       Items that are used for construction in their normal method of use shall not be supplied by us. In the case of fraud by the supplier, the special legal regulations (Section 438 Paragraph 3 BGB) shall remain unaffected, including claims in supplier recourse for the end delivery to a consumer (Section 479 BGB).
 
(4)       The above statutes of limitation of purchase law shall also apply to contractual and extra-contractual claims by the Purchaser that are based on a defect in the contract goods, unless the application of the regular legal statute of limitation (Sections 195, 199 BGB) would lead to a shorter statute of limitation in an individual case. The statutes of limitation of the product liability law shall be unaffected in all cases. Otherwise, the legal statute of limitations in accordance with Section 9 shall apply to claims for reimbursement of damages.
 
 
Section 11       Choice of Law and Legal Domicile
 
(1)       For these GSC, and for all legal relationships between us and the Purchaser, the law of the Federal Republic of Germany shall apply, with the exclusion of international and supranational (contract) legal regulations, particularly the UN Purchase Law. Preconditions and effects of the retention of title in accordance with Section 6, on the other hand, shall be subject to the law at the specific location of the items, provided that this means that the selected choice of law is prohibited or ineffective with regard to German Law.
 
(2)       If the Purchaser is a merchant in the sense of the HGB, a judicial person in public law or a public legal fund asset, the exclusive - and international - legal domicile for all disputes

arising directly or indirectly from the business relationship shall be Oldenburg (Oldb.). If the Purchaser does not have a general domestic legal domicile, the same shall apply. The same shall also apply if the Purchaser does not have a general domicile domestically, if they move their domicile or normal place of residence from the domestic area or if their domicile or normal place of residence is unknown at the commencement of proceedings. However, we shall also be entitled to commence proceedings in the general legal domicile of the Purchaser.

General Purchasing Conditions of Böckmann Fahrzeugwerke GmbH

Section 1       General Points
 
(1)     These General Purchasing Conditions (hereinafter referred to as GPC) shall apply exclusively to our purchase orders. Confirmation or execution of our purchase order shall indicate recognition of these GPC. We shall only recognise opposing conditions or conditions that deviate from these GPC of the supplier if we agree to them specifically and in writing. These GPC shall also be applicable if we accept the delivery unconditionally or pay for it with knowledge of opposing conditions or conditions of the supplier which deviate from them.
 
(2)     These GPC shall also apply to all future business with the supplier, provided that it is business of the same type.
 
(3)     If a framework contract exists between the partners to the contract, the supplier shall be obligated to accept and execute our purchase orders in accordance with the individual framework contract. Unconditional acceptance of the delivery or service shall not change anything in this regard.
 
 
Section 2       Quotations, Purchase Orders, Written Form
 
(1)     The generation of quotations and the production of estimates shall be free of charge. In addition, we shall not accept any costs or pay any remuneration for visits by the supplier, planning and other preliminary activities in connection with the submission of quotations, unless this has been agreed separately in an individual case.
 
(2)     The supplier shall be obligated to accept the purchase order within a period of 14 days. Delivery call-offs in the framework of purchase order and call-off planning shall become binding if the supplier does not object within a period of 3 working days from receipt. Delayed acceptance / confirmation or an acceptance / confirmation which deviates from our purchase order shall count as a new quotation, which shall require our express and written approval.
 
(3)     Purchase orders and transactions shall require the written form. Verbal agreements of any kind - including subsequent changes and supplements - shall only become binding if they have been confirmed by us in writing. e-mails or fax transmission shall also be considered the written form. The purchase order quoted on the purchase order must be quoted on all correspondence. We shall not be held responsible for delays that are a consequence of non-observance of this obligation.
 
 
Section 3       Prices, Discounts, Payment, Payment Agreements
 
(1)     The prices listed in our purchase order shall be binding. Price increases shall only be permissible if written agreements concerning the price have been made between the partners to the contract.
 
(2)     All prices shall be understood as free at the reception / delivery location, unless agreed otherwise. These shall settle all deliveries and services that the supplier has to effect in fulfilment of their performance obligations up to and at the stipulated reception / delivery location.
 
(3)     The statutory Value-Added Tax must be listed separately on the invoice.
 
(4)     Invoices must be prepared in accordance with the stipulations on our purchase order. If the purchase order details listed by us are missing, we shall not process invoices and they shall not be paid. The supplier shall be responsible for all the consequences of non-observance of this obligation, unless that they can prove that they are not responsible for this.
 
(5)     We shall pay the remuneration claimed by the supplier, but only to a maximum level of the agreed price, within 30 days, calculated from the point of the delivery and receipt of an invoice in accordance with Section 3 Paragraph 4 (the period starts from the later date) with a 3 % discount, or net within 60 days from the above point in time, unless agreed otherwise.
 
 
Section 4       Dispatch Regulations, Origin of the Goods
 
(1)     Delivery of the ordered goods shall be against a supplier invoice and at the risk of the supplier. All deliveries shall be made free house in accordance with Incoterms 2010 Conditions (including packaging, insurance, customs clearance etc.), unless agreed otherwise specifically and in writing.
 
(2)     The supplier shall be obligated to pack and load the goods to be delivered in such a way that the delivery remains undamaged during loading, unloading and transport. The supplier shall be liable for damage to the delivered good(s) resulting from insufficient packaging and / or loading. Our packaging regulations shall apply, and these can be provided to the supplier in text form on request.
 
(3)     Information on each delivery shall be provided in writing in advance, so that we are aware of the quantities, dimensions and weights in advance. This shall also apply to any specific regulations for handling the goods, particularly for unloading, transport and storage in our operating facility.
 
(4)     Two copies of a delivery note must accompany each delivery, containing all the marks stipulated in our purchase order.
 
(5)     If the delivery is a hazardous good subject to specific national and / or international despatch regulations, the supplier must package the good accordingly, secure it, mark it and dispatch it using an appropriate method. The supplier declares their commitment to comply with legal regulations.
 
(6)     If the delivery has to comply with the Origin Conditions of the Preferential Arrangement of the EU, then the supplier shall provide us with the relevant certificates of origin. The supplier shall inform us if the goods to be supplied are subject to export restrictions, in part or as a whole, in accordance with German economic law or the economic laws of any other external economy.
(7)     The delivery note must be placed in a document dispatch pocket with the easy-to-read marking "Delivery Note Here" and which must be attached to the delivered goods with adhesive.
 
(8)     The packaging material must either be left at the reception site, free-of-charge, by the supplier, or the supplier must take it back, at our discretion.
 
 
Section 5       Documents Surrendered, Confidentiality
 
(1)     We shall reserve the property rights and copyrights to all the documents, such as drawings, samples, models and other documents and all auxiliary aids that we surrender to the supplier in connection with the purchase order for execution of purchase orders. They must only be used as intended and must be handed back to us at any time if requested. The supplier must store the documents carefully for the period of submission. If the supplier does not accept our purchase order within the time period stipulated in Section 2, then the documents must be handed back to us without delay.
 
(2)     All the documents, information regarding provisions and other know-how, surrendered to the supplier during the business collaboration, must be kept strictly confidential and must not be surrendered or made known to third parties without our explicit written approval. The supplier must use the documents only for the execution of our purchase orders.
 
(3)     The confidentiality obligation shall also apply after this contract has been completed. It shall lapse if the manufacturing knowledge contained in the surrendered illustrations, drawings, calculations and other documents becomes common knowledge.
 
(4)     The supplier must respect our copyrights and other commercial protection rights. Their use shall only be permitted for contractually agreed purposes. Products from documents, drawings, models and other provisions that we have created, and products manufactured in accordance with our details must not be used or realised by the supplier themselves or third parties. They must neither offer nor supply them to third parties.
 
 
Section 6       Time Periods, Deadlines
 
(1)     The delivery periods and time periods listed in the purchase order shall be binding. The delivery time periods shall start with the receipt of our purchase order by the supplier. The definitive fact for the compliance with the agreed time periods and deadlines shall be the receipt of a flawless delivery and / or service at the reception location and successful completion of the acceptance, if so agreed or legally prescribed.
 
(2)     As soon as the supplier realises that they cannot meet the agreed time periods and deadlines, in part or entirely, they must advise us without delay - in advance by e-mail or fax - with details of the causes and the anticipated delay involved. Relevant advice by the supplier shall not affect the legal and / or contractual entitlement due to us as a result of the delay. We shall advise of rearrangements necessary with regard to the purchase order as a result of the delayed delivery without delay and must be complied with precisely by the supplier.
 
(3)     If the supplier is in default, we shall be entitled to invoke the legal claims and, in particular, after the vain expiry of a reasonable time period, we shall be entitled to demand damages, instead of the delivery, and withdrawal. If we demand damages, the supplier shall have the right to prove to us that they are not responsible for a breach of contract.
 
(4)     The unconditional acceptance of the delayed delivery or service shall not include relinquishment of the damages claims due to us on account of the delayed delivery or service. This shall apply up to complete payment of the reimbursement owed by us for the service in question.
 
(5)     The supplier shall only be able to refer to the lack of necessary documents that we must supply if they have complained about the lack of documents in writing and have not received the documents within a reasonable period of time.
 
 
Section 7       Reservation of Contractual Penalty
 
Provided that a contractual penalty has been agreed with the supplier and has accrued, we shall be able to apply this alongside the fulfilment. We shall undertake to declare the reservation of the contractual penalty with regard to the supplier latest within 10 working days, starting from the acceptance of the delayed delivery. We shall reserve the right to make additional claims and rights.
 
 
Section 8       Partial Deliveries, Excess Deliveries and Inadequate Deliveries
 
(1)     Partial deliveries or partial services shall require our prior written approval. If we accept these items without prior approval, this shall not give cause for premature maturity of claims to payment, including partial payment claims. We shall not accept additional transport costs, even if we have declared our agreement with partial deliveries or partial services. Our agreement to partial deliveries or partial services shall not give cause for claims by the supplier to agreement for future partial deliveries or partial services, even if we have accepted these repeatedly and without specific reservations.
 
(2)     We shall reserve the right to recognise excess deliveries or inadequate deliveries. If excess deliveries / excess services occur without prior written agreement, we shall be entitled to reject the delivery / service. We shall be entitled either to store the deliveries from the supplier, in respect to the excess delivery, at the cost of the supplier, or to return them to the supplier at his cost. The choice shall be ours.
 
 
Section 9       Risk of Loss, Receipt or Acceptance, Force Majeure
 
(1)     The supplier shall carry the risk of accidental destruction and accidental change for the worse up to the arrival of deliveries and services at the reception location. If an acceptance is legally stipulated or has been agreed, the supplier shall carry the risk up to the acceptance. Any agreements deviating from this must be specifically confirmed by us in writing.
 
(2)     Force majeure, industrial action, operational interference which is no fault of ours, unrest, official measures and other unavoidable events shall free us from the obligation to on-time acceptance for the duration of the events. During such events, and within a period of 14 days after their end, we shall be entitled to withdraw from the contract, entirely or in part, without affecting our other rights, provided that these events are not of insignificant duration and that our demand reduces considerably because of our need to procure the items elsewhere.
 
 
Section 10     Invoices
 
Invoices must be submitted in duplicate after complete fault-free delivery or completion of the service or - if an acceptance is legally stipulated or agreed - after the acceptance for each purchase order or service separately, quoting the details listed on our purchase order. We shall be permitted to return any invoices to the supplier unprocessed that do not show the details listed in our purchase order.
 
 
Section 11     Liability for Defects
 
(1)     Acceptance shall be carried out with the reservation of an inspection for freedom from defects, particularly also with regard to correctness and completeness, provided that, and as soon as, this is feasible under proper business routines. A defect shall be notified, without delay, upon discovery. In this respect, the supplier shall relinquish the objection of delayed defect notification.
 
(2)     The supplier shall guarantee that the deliveries and services comply with the agreed specifications and do not have any defects that would cancel or reduce the value or suitability for normal use or use preconditioned by the contract.
 
(3)     The release of presented drawings, samples and other documents (e.g. files, programmes etc.) by us does not affect the responsibility of the supplier for proper contract fulfilment.
 
(4)     Existing and / or accompanying marks concerning properties / consistencies, durability, load capacity, designations, descriptions, accompanying paperwork and / or advertising statements, operating and assembly instructions shall be correct, legally error-free, complete, comprehensible and compiled in the German language and the other additional languages required by us. This shall apply in a similar manner to the services, particularly to consultation services.
 
(5)     The legal defect claims shall be available to us, without any restriction. We shall, in any case, be entitled to demand rectification of the defects or delivery of a new item. The choice shall be ours. The right to compensation, in particular the right to compensation rather than fulfilment, shall explicitly remain ours.
 
(6)     Defect claims - irrespective of the legal grounds - shall expire 36 months after delivery or acceptance. Extended legal or contractual periods of limitation shall remain unaffected by this.
 
(7)     If the supplier does not provide subsequent fulfilment without delay after having been requested so to do by us, we shall have the right, in urgent cases, in particular to deflect acute dangers or to prevent extensive damage, to rectify the defects ourselves or have them rectified by third parties at cost of the supplier. If we choose this route, we shall indicate this to the supplier. We shall apply the obligatory discretion as to whether the preconditions for such self-rectification exist.
Section 12     Product Liability, Insurance
 
(1)     Insofar as the supplier is responsible for product damage, they shall be obligated to relieve us regarding the compensation claims of third parties upon first request, if the cause is set in their domain and organisational area and they themselves are liable to third parties. In this context, the supplier shall also be obligated to reimburse any expenditure that arises from or in connection with a recall carried out by us. We shall inform the supplier of the content and scope of the recall measures that need to be carried out - as far as possible and reasonable - and give them the opportunity of commenting. Additional legal claims shall be unaffected.
 
(2)     The supplier must carry out quality assurance appropriate to the type and scope, and to the state-of-the-art technology and must prove this to us in the event of product liability damage.
 
 
Section 13     Part Provision, Property Rights, Defects and Differences
 
(1)     If we provide parts to the supplier, we shall reserve the property rights to them.
 
(2)     If provided parts are processed or reformed by the supplier, the processing or reforming shall be for us and we shall become the owner of the new items. This shall also apply if the parts provided by us are mixed with objects not belonging to us in an inseparable manner. Only if this clause collides with a property retention clause of other suppliers, and / or if the supplier's item is to be seen as the main item, it shall be considered as agreed that we are entitled to joint property at the rate that the value of our provision makes with relation to the overall value of the main item.
 
(3)     The supplier shall keep safe our sole property or joint property on our behalf.
 
(4)     Damage, defects, quantity differences and incompleteness of the goods provided shall be advised to us by the supplier without delay. The supplier shall be liable for compensation for material loss and / or damage.
 
 
Section 14     Property Rights of Third Parties
 
(1)     No property rights of third parties within the Federal Republic of Germany may be infringed by supply and their exploitation by us. We shall inform the supplier of any assertions of claims by third parties. We, ourselves, shall not recognise such claims. In this regard, we shall authorise the supplier to take over the dispute with the third parties both judicially and extrajudicially.
 
(2)     In the event of a culpable infringement of the property rights of third parties, the claims from third parties shall be deflected by the supplier at their own cost, the claims having been made against us on account of infringements of property rights based on deliveries and services from the supplier. The supplier shall relieve us of all claims arising from the use of such protection rights, provided that they are responsible for them.
 
(3)     If exploitation of the delivery by us is impaired by existing protection rights, then the supplier must, at their own cost, acquire the relevant approval or modify or replace the affected parts of the delivery, so that the exploitation of the delivery no longer infringes any of the protection rights of third parties and simultaneously complies with the contractual agreements.
 
 
Section 15     Data Protection
 
We shall be entitled to save and process all data that is required by the supplier in the framework of their fulfilment of the contractual relationship, even if personal data is involved (Section 28 German Data Protection Law). The supplier shall obtain any consent required from legal representatives, employees and other persons deployed by the supplier for the fulfilment of their obligations.
 
 
Section 16     References/ Advertising
 
The supplier shall not be entitled to use information concerning an intended or existing contractual collaboration with us for reference or marketing purposes. Photography on our property or in any other business premises and operating facilities belong to us by the supplier shall be strictly prohibited without written approval. The use and or publication of any type of information, documents, data carriers shall only be permitted as intended. The use by the supplier for reference / advertising purposes shall be strictly prohibited.
 
 
Section 17     Transfer of Purchase Orders, Assignment, Offsetting
 
(1)     The supplier shall only be permitted to transfer the execution of deliveries or services or significant parts of the ordered deliveries or services to third parties after our prior written approval.
 
(2)     The supplier shall only be able transfer their demands to us to third parties or have them collect them with prior written approval by us, unless the demands are determined with legal force or are undisputed. Section 354a HGB shall remain unaffected by this ruling.
 
(3)     Reservation of property rights' rulings by the supplier that extend beyond simple reservation of property rights shall require prior written agreement by us to attain validity. If subcontractors to the supplier make claims to us with regard to property rights, joint property rights or rights of lien, or allow compulsory enforcement measures to be taken, we shall be entitled to invoice the supplier with all the disbenefits that are generated by this and to deduct them from their demands.
 
 
Section 18     Partial Invalidity
 
The legal invalidity of a part of these conditions shall have no influence on the validity of the other conditions. The legal regulations shall apply instead of the part no longer a constituent of the contract or no longer valid.
 
 
Section 19     Place of Delivery, Applicable Law, Legal Domicile
 
(1)     The place of delivery for all obligations of the supplier shall be the place of delivery stipulated by us, for payments the place of delivery shall always be Lastrup, irrespective of this.
 
(2)     The Law of the Federal Republic of Germany shall be applicable, with the exclusion of UN Purchasing Law. We shall also be entitled, however, to institute proceedings against the supplier at the legal domicile of his place of business.
 
(3)     The legal domicile shall be Oldenburg (Oldb.).

 

 

 

Böckmann Fahrzeugwerke GmbH
Siehefeld 5
49688 Lastrup
Tel.: +49 44 72 89 5-0
Fax: +49 44 72 89 5-550
E-Mail: info@boeckmann.com

Calculate route