§ 1 General – Validity

1. Our General Purchase Terms are exclusively valid as far as our written purchase order does not contain any deviating terms and conditions. Contrary terms or terms of the supplier deviating from our General Purchase Terms are not accepted by us, except when especially agreed by us in writing. Our General Purchase Terms are even valid, if we, in spite of having knowledge of contrary or deviating terms of the supplier, accept his supply without reservations.
2. Only written and legally signed orders or agreements are binding. Collateral agreements and alterations of the single contract are only binding upon written confirmation.
3. Our General Purchase Terms are valid only for companies in the sense of § 310 clause 1 in connection with clause 4 BGB.
4. Our General Purchase Terms are also valid for all future business with the supplier.
5. As far as nothing deviating has been agreed, for the usual commercial contract formula the „INCOTERMS“ issued by the International Chamber of Commerce in their latest edition are valid.

§ 2 Quotation – Quotation Documents

1. The supplier is obliged to accept our purchase order within a period of 2 weeks.
2. For schemes, drawings, calculations and any other documents we reserve the right of property and copyright. These documents may not be made available to third parties without our prior written agreement. They are exclusively determined for the manufacture in accordance with our order.
   After order termination they have to be send back to us without prior request. They have to be treated as strictly confidential against third parties, for this § 9 clause (4) is also valid.

§ 3 Prices – Payment – Delivery

1. The price stated in our purchase order is binding and valid with the addition of the legal Value Added Tax.
   As far as not otherwise agreed in writing, payment is executed as per our choice within 14 days upon receipt of invoice with 2 % deduction or net within 30 days upon receipt of invoice.
2. As far as not otherwise agreed in writing, the price includes delivery „CPT“ place of destination.
3. The invoices issued by the supplier have to contain the obligatory statements as per the Tax Amendment Act 2003.
4. Invoices will only be settled by us, if, according to the regulations of our purchase order, our purchase order number is stated; if this obligation is not fulfilled, the supplier will be held responsible for all resulting problems, as far as he cannot proof that he is not responsible.
5. Up to the legal extent, we have the right for setoff and lien.

§ 4 Delivery Date

1. The delivery date stated in the purchase order is binding.
2. The supplier is obliged to inform us in writing on any delay of his delivery/services which may occur, by stating the reasons and the assumed duration of this delay. The supplier can only claim for reasons he cannot be held responsible for, if he has stated the delay in advance as requested.
3. In case of delay in delivery we deserve all lawful claims.
   We are especially entitled, besides a claim due to delay of delivery/services after vain expiration of a period given to the supplier, either to cancel the order and/or to recover damages instead of delivery/services. We are entitled for these rights referring to the entire scope of contract, if the delivery/services is partly not effected after expiration of the grace period and if the partly execution is of no interest for us. The later is not valid if the supplier in single cases was entitled to make partly delivery/services.
4. The acceptance of delayed deliveries does not include any waiver for damages claim due to delay of delivery/services.
5. Even if the supplier cannot be held responsible for the delay, we have – in urgent cases (e.g. to keep our own binding delivery schedule) - the right of rescission from the contract upon expiration of the grace period.
6. Partly delivery is not accepted as far as not otherwise agreed in single cases.
7. In case of delivery ahead of schedule, as far as not agreed otherwise with us in writing, we reserve the right of an accordingly later payment of the order value or to return the goods with costs to the supplier’s address.
8. In the case of delay we are entitled, under deduction against possible damages claim, to claim for a liquidated damages payment of 0.5 % per week up to maximum 5 % of the order value, whereby we oblige ourselves to declare the claim for liquidated damages payment to the supplier at the latest within 15 days after acceptance of the delayed delivery.

§ 5 Risk Transfer – Documents – Transportation

1. As far as not agreed otherwise, the delivery has to be executed “CPT“ place of destination.
2. The supplier is obliged to state our exact purchase order number on all shipping documents and delivery notes. If he does not fulfil this obligation, we cannot be held responsible for the resulting delays in settlement.
3. The safe loading of the goods for transport inclusive of the securing of machine internal movable items, forms part of the scope of supply and services of the supplier, independent of the agreed price terms.
   With regard to the packaging, the supplier has to adhere to the legal regulations, especially to the valid packaging instructions. If the supplier requests the return of the packaging material, this has to be clearly stated on the shipping documents. The return is executed with costs to the supplier.
4. A debt of specialty of the supplier is agreed. The risk is transferred to BWG as soon as the goods have been handed over to BWG or their authorised person at the point of destination.
   If BWG or its authorised person assist the supplier in the fulfilment of the contract, these persons act as vicarious agents of the supplier only.
   This is also valid, if in single cases the supply ex works has been agreed or if we undertake or let execute the shipment on our own account.

§ 6 Investigation of Faults and Defects – Guarantee

1. The supplier guarantees that the quality of his supply is as agreed and as usual, corresponds to the accepted rules and to the latest level of technique as well as to the legal requirements of environmental protection and safety of work (accident prevention regulations etc.) and that the goods do not show any faults or defects which reduce or eliminate the value or availability for use such as usual or presumed when placing the order.
2. We will check the goods supplied to us within an adequate period for outside discernible damages/defects and/or for recognisable deviation in quality and quantity and will give notice to you as a complaint in case of a defect. Furthermore, we will claim the defects within 1 week from date of detection of same as per the conditions of orderly settlement of business.
3. The guarantee period for the supplied equipment is 24 months (at day and night shift) starting from commissioning, however, at the longest 30 months after delivery.
4. Implied warranty claims are valid only in their complete version. In every case we are entitled to request from the supplier as per our choice and at no cost to us either the elimination of the defect (remedy) or the supply of defect-free items (replacement). The right to claim for indemnification instead of delivery/services expressly remains valid.
5. If the supplier does not fulfil his guarantee obligation or if the remedying or replacement supply does fail or if there is an urgent case of need, we have the right of settling the defects ourselves if the supplier has been informed about the defect.
6. In case of replacement supply the 2 years guarantee period commences from date of replacement delivery.
7. In case of indemnification instead of delivery/services the supplier is liable for all damages, inclusive of indirect and direct damages resulting from the defects.

§ 7 Product Liability – Indemnity against Liability – Liability Insurance

1. As far as the supplier is liable for a product damage he is obliged to indemnify us against liability claims of third parties on first request, because the cause of the damage is within his range of organisation and he is liable for the external relationship himself.
2. Within the framework of his liability for claims as issued under item (1) the suppliers is also obliged to pay for possible costs as per §§ 683, 670 BGB (Code Civil) and as per §§ 830, 840, 426 BGB.
3. The supplier is obliged, for the duration of this business relationship, to issue a liability insurance in accordance with this § 7. If requested by BWG, he has to proof this insurance.

§ 8 Protective Rights

1. The supplier guarantees that in connection with his supply/services no rights of third parties are infringed.
2. If a third party claims for that to BWG, the supplier is obliged on our first written request, to release us from such claims. We are not entitled to meet any agreements with a third party without a permission of the supplier, especially not to make a composition deed.
3. The obligation for release of the supplier refers to all costs which may occur to us from or in connection with a claim from a third party.

§ 9 Proprietary Rights – Free Issue – Tools – Confidentiality – Sub-Supplies

1. As far as we supply any free issue items to the supplier, we reserve the proprietary rights for them.
   All further manufacture or modification of these items by the supplier is executed for us. If our free issue items are processed together with other materials which are not ours, we gain the joint ownership on the new component up to the value of our free issue portion (purchase value plus VAT) at the time of processing.
2. If our free issue items are inseparably mixed with other items which are not ours we will gain the joint ownership on the new components up to the value of our free issue portion (purchase price plus VAT) at the time of mixing. If the mixing takes place in such a way that the component of the supplier remains the main component, it is agreed that the supplier transfers to us a partial joint ownership; the supplier keeps the sole ownership or the joint ownership for us.
3. We reserve proprietary rights on tools; the supplier is obliged to use the tools only for the manufacture of the equipment ordered by us. The supplier is obliged to insure at his own expense the tools belonging to BWG at their new value against fire, water and theft. At the same time, he just now assigns to us all claims from this insurance; we herewith accept this assignment. The supplier is obliged to inspect and maintain the tools on his own costs in due time. Cases of failure which may occur have to be appointed to us immediately. If the supplier makes failure in this obligation, the claims for indemnification remain untouched.
4. The supplier is obliged to use documents and information of all kind, inclusive of drawings, DXF- or DWG-Files and documentation which are originated by BWG, BWG’s customer or third parties, only for the settlement of this order. These documents and information shall not be made available in any kind to third parties, neither partly or extractions thereof, without the prior written permission of BWG.
5. As far as our proprietary rights as per clause (1) and/or clause (2) exceed the purchase price of all reserved goods which have not yet been paid by us, by more than 20 %, we are obliged, on request of supplier, to release the proprietary rights as per our choice.

§ 10 Assignment of a Claim – Settlement of Contract by Third Parties

1. An assignment of claims against us to third parties is not allowed without our written permission.
2. The supplier is not entitled without our prior written permission, to transfer to settlement of the order to third parties, neither totally nor partly. The only exception is the purchase of necessary material or standard and special items. Even if this permission has been given, the supplier remains liable to us for the fulfilment of the contract. The names of the sub-suppliers have to be stated. in the order acknowledgement. In case of an order transmission to third parties without our written agreement entitles us for a claim.

§ 11 Act of God (Force Majeure)

1. War, labour fight, currency or commercial political measures or other events in the sense of Act of God or not in debt missing supply of material entitle us to defer the acceptance or receipt of ordered goods by the duration of the hindrance plus a suitable starting time. If we loose our interest in the supply due to the hindering event (e.g. because we cannot keep our obligation against third parties), we have the right of rescission – under the exclusion of possible damages claims of the supplier.

§ 12 Place of Jurisdiction – Place of Contracting

1. Place of contracting for the supplies and services is the destination site stated by us.
2. For the contract German Law is applicable. As far as the supplier is general merchant, our company’s address is also place of jurisdiction, however, we are entitled to sue the supplier at another court.
3. If one clause should be or become ineffective, this does not influence the validity of the other clauses.
   The parties are obliged to replace the ineffective clause by an effective one which suits the best to the economical purpose of the contract

§ 13 Radiation Protection

1. The supplier warrants that the supplies are free of substances requiring special handling / usage and are not subjected to mandatory labelling and identification as defined in the relevant national (esp. Radiation Protection Ordinance, Law on the Protection against Radiation and Decree on Natural Sources of Radiation, in their respective latest applicable version) and international as well as European radiation protection provisions. Further, the supplier guarantees that permitted radioactive substances comply with the maximum permissible values defined in Directive 96/29/Euratom Council dated May 13, 1996 and have not been manipulated resp. deliberately adjusted to comply with the allowed permissible values.
2. The supplier is liable to the customer, without any limitation of liability, for all damages (especially all costs resulting from emergency procedures and subsequent damages of all kind) that the customer would have to bear resulting from the supply of contaminated material, i.e. substances that do not comply with the specifications mentioned in the previous paragraph.

§ 14 Electronic Data Processing

1. We are entitled for electronic processing of the personal data received within the business relation in accordance with the Federal Data Protection Law.

State: 10.2011

BWG Bergwerk- und Walzwerk-
Maschinenbau GmbH

 download