General Purchase Conditions

§ 1 General, Scope of application

1. These Purchase Conditions apply to the following company: bene_fit systems GmbH & Co. KG, Anschrift des Unternehmens: Scharhof 1, 92242 Hirschau, Deutschland

2. Our Purchase Conditions apply exclusively; we reject any terms and conditions of the Supplier that conflict with or deviate from our Purchase Conditions unless we have explicitly agreed, in writing, that such deviating or conflicting terms and conditions will apply. Our Purchase Conditions shall apply even if we unconditionally accept the delivery from the Supplier in the knowledge that the Supplier has terms and conditions that conflict with or deviate from our Purchase Conditions.

3. All agreements made between us and the Supplier for the purpose of executing this contract must be laid down in this contract in writing.

4. Our Purchase Conditions apply only vis-à-vis business undertakings in accordance with § 310 section 4 of the German Civil Code.

 

§ 2 Offer, Offer documents

1. The Supplier is obliged to accept our order within a period of two weeks.

2. We reserve the proprietary rights and copyright in respect of illustrations, drawings, calculations and other documents; these may not be made available to third parties without our explicit written consent.  Such docu­ments are to be used exclusively for production of the goods ordered by us; the Supplier must return these to us once the order has been completed, without being asked to do so. They must be kept secret from third parties, and the provisions of clause 9 subclause (4) shall also apply in this regard.

 

§ 3 Prices, Terms of payment

1. The price given in the order is binding. Unless agreed otherwise in writing, the price shall include delivery carriage paid, including packaging. A special agreement shall be required for the return of packaging.

2. The price includes the statutory VAT.

3. We can only process invoices if these give the order number in accordance with the instructions given in our order; the Supplier shall be liable for all the consequences of any failure to comply with this obligation, unless the Supplier proves that it is not responsible for this.

4. Unless agreed otherwise in writing, we shall pay the purchase price within 14 days of delivery and receipt of the invoice, with a 2% prompt payment discount, or within 30 days of receipt of the invoice, net.

5. We shall be entitled to rights of set-off and retention to the extent permitted by law.

 

§ 4 Delivery period

1. The delivery period specified in the order is binding.

2. The Supplier is obliged to notify us immediately, in writing, should circumstances arise or should the Supplier become aware of circumstances as a result of which it is not possible to deliver the order within the stipulated delivery period.

3. In the event of default in delivery, we shall be entitled to the statutory claims. We shall in particular be entitled, should a reasonable period have expired without result, to demand compensation in lieu of performance and cancellation. Should we demand compensation, the Supplier shall be entitled to prove to us that it is not responsible for the breach of duty.

 

§ 5 Passing of risk, Documents

1. Delivery must be carriage paid unless agreed otherwise in writing.

2. The Supplier is obliged to give our order number accurately on all shipping documents and delivery notes; should the Supplier fail to do so, we shall not be responsible for any processing delays.

 

§ 6 Checking for defects, Liability for defects

1. We are obliged to check the goods for any deviations in quality or quantity within a reasonable period; any notice of defects shall be deemed to have been submitted in good time if it is received by the Supplier within five working days of receipt of the goods, or, in the case of hidden defects, within five working days of the discovery thereof.

2. We shall be fully entitled to the statutory claims in respect of defects; we shall in any event be entitled to require the Supplier to remedy the defects or to deliver a new item, at our discretion. We explicitly reserve the right to compensation, and in particular to compensation instead of performance.

3. We shall be entitled to remedy the defects ourselves, at the expense of the Supplier, if to delay would be dangerous or the matter is particularly urgent.

4. The period of limitation shall be 36 months as from the passing of the risk.

 

§ 7 Product liability, Indemnification, Third party insurance

1. Insofar as the Supplier is responsible for loss or damage caused by the product, the Supplier is obliged to indemnify us against claims for compensation from third parties in this regard on our first request, if the cause falls within its sphere of control or organisation and it is itself liable vis-à-vis third parties.

2. Within the framework of its liability for claims as defined in subclause (1), the Supplier shall also be obliged to reimburse any expenses, in accordance with § 683 and §670 of the German Civil Code or in accordance with § 830, § 840 and § 426 of the German Civil Code, that arise as a result of or in connection with any product recall by us. We shall notify the Supplier of the content and scope of the recall measures to be taken – insofar as this is possible and reasonable – and give the Supplier the opportunity to comment. This shall not affect any other statutory claims.

3. The Supplier undertakes to maintain product liability insurance with overall cover of €10 million per occurrence of personal injury/damage to property; this shall not affect any further claims to compensation to which we may be entitled.

 

§ 8 Industrial property rights

1. The Supplier warrants that its delivery will not infringe any rights of third parties within the Federal Republic of Germany.

2. Should a third party make a claim against us in this regard, the Supplier shall be obliged to indemnify us against these claims on our first written request; we shall not be entitled to make any agreements with this third party, in particular to reach a settlement, unless the Supplier‘s consent has been obtained.

3. The Supplier‘s duty to indemnify us shall relate to all expenses necessarily incurred by us as a result of or in connection with the claims asserted by a third party.

4. The period of limitation shall be ten years as from the conclusion of the contract.

 

§ 9 Retention of title, Provision of parts, Tools, Secrecy

1. Should we make parts available to the Supplier, we shall retain title thereto. Any processing or transformation by the Supplier shall be carried out for us. Should our goods which are subject to retention of title be processed together with other objects that do not belong to us, we shall acquire proportional joint ownership of the new object based on the relationship between the value of our object (purchase price plus VAT) and that of the other objects processed at the time of the processing.

2. Should the object made available by us be inextricably mixed with other objects that do not belong to us, we shall acquire proportional joint ownership of the new object based on the relationship between the value of the object subject to retention of title (purchase price plus VAT) and the other objects mixed with the object subject to retention of title, at the time at which these were mixed. Should the objects be mixed in such a way that the object of the Supplier is to be regarded as the principal object, it shall be deemed to have been agreed that the Supplier will transfer proportional joint ownership to us; the Supplier shall preserve the sole or joint ownership for us.

3. We shall retain title to tools; the Supplier shall be obliged to use the tools solely for the purpose of producing the goods ordered by us. The Supplier shall be obliged to insure the tools belonging to us, at their replacement value, against damage by fire, water or theft, at its own expense. At the same time, the Supplier hereby assigns, now for henceforth, all claims to compensation arising from this insurance to us; we hereby accept this assignment. The Supplier shall be obliged to carry out any and all servicing and inspection, maintenance and repair work required in respect of our tools in good time and at its own expense. The Supplier must immediately notify us of any malfunctions; should it culpably fail to do so, any claims to compensation shall be unaffected.

4. The Supplier shall be obliged to observe strict secrecy in respect of all illustrations, drawings, calculations and other documents and information received. These may only be disclosed to third parties with our explicit consent. The duty to observe secrecy shall continue to apply even after the execution of this contract; it shall lapse if and insofar as the production know-how contained in the illustrations, drawings, calculations and other documents that were handed over has become generally known.

5. Insofar as the security interests to which we are entitled pursuant to subclause (1) and/or subclause (2) exceed the purchase price for all our goods subject to retention of title for which payment has not yet been made by more than 10%, we shall be obliged to release our security interests, at our discretion, at the request of the Supplier.

 

§ 10 Place of jurisdiction, Place of performance, Applicable law

1. If the Supplier is a businessman, our registered office shall be the place of jurisdiction; we shall however also be entitled to institute legal proceedings against the Supplier at the court in the Supplier‘s place of residence.

2. Unless stipulated otherwise in the order, our registered office shall be the place of performance.

3. German law shall apply exclusively. The UN Sales Convention shall not apply.