General conditions of purchase
I. General regulations
1. For every purchase made by Blank Metallbau-Technik GmbH (hereinafter named the buyer) and the vendor / supplier (hereinafter named the seller), the following provisions of the general conditions of purchase shall apply exclusively. For a further, or ongoing business relationship between the buyer and the seller, the terms and conditions of the buyer will govern any further orders, or any further purchases.
2. The terms and conditions or any other terms and conditions of the seller are hereby expressly excluded. (The seller is obliged to confirm the validity of the terms and conditions of the buyer for each, and respectively for the first order, to the buyer in writing, where electronic written form is also seen as sufficient. Should a written confirmation not be agreed to, the terms and conditions of the buyer are considered tacitly agreed upon. Also, in this case, the buyers conditions of purchase will continue to apply for any further orders or in a permanent business relationship. The one-time confirmation applies in a business relationship, i.e., by further orders or purchases, without the need for further confirmation.)
3. The conditions of purchase also apply to contracts, purchases on demand and successive delivery contracts. Here too, a one-time confirmation for other purchases or deliveries is binding. Orders, purchases and contracts are only binding for the buyer if they are made in
writing, where electronic written form is also sufficient. Binding agreements, arrangements, etc. require written confirmation by the buyer.
4. The submissions of requested tenders by the buyer, are free of charge.
5. Documents or other transferred items of the buyer, as for example calculations, models, materials, samples, technical specifications, etc., made available to the seller, may only be used to manufacture and/or deliver to the buyer. A transfer, or communication with third parties is expressly prohibited and excluded. The seller may only use the materials referred to above within the scope of the order exclusively for the fulfilment of the contract of the buyer, and not for their own purposes. The sellers knowledge related to the order, including also composition requirements, procedures, etc., is to be kept confidential. The seller is expressly obliged to maintain confidentiality. This applies to each order and also in the event of the termination of a business relationship. After completion of the contract upon delivering, all transferred documents, samples etc. made available in connection with the order, are to be returned to the buyer. The creation of reproductions, copies, the storage of data made available, etc. is expressly prohibited and excluded.
1. The quotes provided by the seller, on request of the buyer, must show all prices, costs, costs incurred for example by freight and shipping, any other expenses and any customs costs incurred through dealing with international companies.
2. The agreed prices in the quote shall be deemed as agreed flat rates and are generally free of freight, packaging and shipping costs, or other ancillary costs, based on the place of receipt indicated by the buyer, and should not include shipping costs or other incidental expenses etc. In other cases where packaging, shipping and other incidental costs are not expressly agreed upon, these costs are then included in the agreed price. Delivery is in these cases is carried out free of charge by the seller.
3. To the extent, that prices for freight, shipping and other incidental expenses, such as packaging costs are to be increased by seller during the course of a business relationship, this is to be reported to the buyer in writing. These increases then need to be confirmed by the buyer. A retroactive change in prices for already placed orders is excluded. In case of price increases reserved by the seller, these require the consent of the buyer.
4. The deadlines for invoices sent by the seller begin upon receipt of invoice by the buyer, and, on condition that full delivery was indeed carried out. Based on the receipt of the sellers invoice by the buyer, the invoices are settled either within 14 days (less a three percent discount), within 30 days (less 2% discount) or within 60 days without any applied discount. The deadlines for payment and the discounts run from receipt of the invoice by the buyer, but not before receipt of the goods or services within the framework of the contract for work, or before their acceptance, and also not before, if included in the scope of the contract, documentation, instructions and other applicable documentation has been fully recieved by the buyer.
5. The buyer can make payment by check or bank transfer. The periods referred to in the preceding paragraphs are complied with payment by cheque, so long as the cheque was sent by mail on the due date. In the case of payment made via bank transfer, that the payment was requested at the bank of the buyer on the due date.
6. Late payment occurs at the earliest after 60 days from receipt of the invoice by the buyer, so long as the clauses and requirements previously described have been met. The default interest rate p.a. is five percentage points above the base rate.
7. The buyer may apply offsetting and retention within statutory procedural requirements.
III. Delivery dates, scope of delivery, transfer of risk
1. Contractually agreed delivery dates or deadlines are binding and mandatory for the seller to comply with. The seller is obliged to inform the buyer of any expected delays before the contractual acceptance of the order. Exceedance of the delivery date or an agreed delivery time after signing the contract, is solely the responsibility of the seller, unless it is a case of force majeure. In the case of known or anticipated delays in delivery after signing the contract, the seller must inform the buyer immediately.
2. In the event of a delivery delay, the buyer is entitled to legal claims, in particular, claims for damages including the assertion of any penalties which the buyer is borne to by third parties as a result of the delayed delivery. The delay in delivery occurs automatically upon non-compliance with the agreed delivery date or if the agreed delivery time is exceeded, without requiring a reminder being issued on the part of the buyer.
3. In the case of the seller notifying the buyer after conclusion of the contract, that there will be a delay in delivery, the buyer has the right of withdrawal from the contract and to be compensated for any damages according to clause 2.
4. Unless otherwise agreed on or subsequently authorised by the Buyer, the deliveries are to be provided in the scope of the order. Partial deliveries deviating from this rule are inadmissible. In case of impermissible partial deliveries, the buyer is entitled to accept the partial delivery and to withdraw from the contract with regard to the remaining delivery, and to claim for any compensation as specified under clause 2.
5. The risk of accidental loss, deterioration or damage to the goods is borne by the seller until the delivery of the goods has been accepted at the agreed location. The seller shall, at his own expense, insure against damage of the delivery during transit.
IV. Clause reserving errors
1. Apart from the legally designated rights of reservation of ownership, the seller is entitled to no further retention. The ownership of the goods shall pass to the buyer upon payment.
2. § 449 para 2 of the German Civil Code (BGB) is not waived.
V. Warranty, compensation for damage, statute of limitations
1. The seller shall carry out the delivery free of material and legal defects.
2. The delivered goods, items etc. must comply with the recognised rules of technology and the contractually agreed properties, DIN-standards (where such exist for the delivered item), as well as meet the security, occupational safety and accident prevention regulations.
3. If the delivered item has a defect, then the legal rights and claims are to the buyer. If, through the implementation of remedial measures by a third party the performance of the contract falls into default, then the seller is obliged to compensate the damage incurred to the buyer. Any further claims for damages remain unaffected.
4. So far as it concerns the two parties in a commercial transaction, the deadline period under § 377 of the German Civil Code (BGB) for the notification of a defect is, for the buyer, one month. The period begins upon delivery to the buyer specified destination. The delivery to a different location does not set the start of the period of notification deadline.
5. The limitation period for warranty claims is two years. In the case of the ordered goods being installed at the property, a period of five years applies.
6. If the goods are delivered in a quality that deviates from or is less than the expected standard of quality from the contract, then the seller is obliged to carry out the performance in accordance with the contract and the agreed upon standards of quality between the parties. The buyer has the option to the right of withdrawal from the contract, including the rights to statutory compensation claims and the assertion of a possible penalty, which may arise from a third party due to the event of a delay in delivery, as well as any other claims of the third party.
7. If special qualities or the origin of the materials used have not been observed, or a verification possibility is not made possible to the buyer, then the delivered goods shall be deemed deficient. Liability, as per clause 6, is then borne to the seller if there is a fault of the seller or in the event of the absence of a promised feature.
8. The seller must inform the buyer in the event of a breach of copyright, record keeping, infringement of patent rights or utility models rights and claims of third parties. The seller is also to the buyer obliged, to replace from resulting damage, in particular if the goods delivered pursuant to a foregoing infringement are unuseable. In the event that this causes a delay in delivery, then the rules under II. 2 shall apply. In this case, the right to withdraw from the contract is available to the buyer.
VI. Applicable law, place of delivery, jurisdiction
1. For each contract, the laws of the Federal Republic of Germany shall exclusively apply. This also applies to contracts with companies that have their registered offices within the EU. International treaty law does not apply.
2. All deliveries – either as one-offs or from an ongoing business relationship – are to be made to the buyers registered office – even for deliveries directly to a building site.
3. As far as the seller is a merchant, a legal person under public law or a special fund under public law, the place of jurisdiction for all legal disputes, including within the framework of a bill of exchange or cheque process, is the registered place of business of the buyer. The buyer, in a judicial claim, may only call the laws which are responsible for the buyers place of business.
VII. Formalities, legal effectiveness, data Protection
1. If any changes are made to the contract, even if only a partial modification of the contract, these changes must be made in writing. Verbal agreements have no legal effect.
2. Should one of the provisions of the terms and conditions of the buyer be invalid, the parties commit themselves to a legally permissible provision corresponding to the sense and purpose of the original provision . In case of a loophole, the parties commit themselves to close such a loophole with a legally valid provision.
3. All declarations of intent which have influence on the order and on the ongoing business relationship, must be made in writing. This applies especially to terminations, cancellations, damage compensation claims, etc.
4. The buyer shall be entitled, in accordance with the statutory provisions on data protection in the sense of the German Federal Data Protection Act, to process data derived from the seller themselves, even if they originate from third parties within the meaning of the Federal Data Protection Act.