GENERAL PURCHASE TERMS AND CONDITIONS
1. General terms
1.1 The following purchase conditions shall apply to all orders in the future. These terms shall apply exclusively unless expressly agreed otherwise. The conditions of the contractor as specified in their general terms and conditions or in the order confirmation are hereby expressly contradicted.
1.2 These purchase conditions shall also apply exclusively if the customer accepts or pays for the deliveries or services knowing that the contractor’s terms conflict with or deviate from these. The unconditional acceptance of order confirmations or deliveries does not imply acceptance of deviating conditions.
1.3 When accepting the first delivery under the above purchasing conditions, the supplier accepts their exclusive validity for all further orders. The most current version of the purchase conditions is available on the homepage of the Bochumer Eisenhütte (www.be-th.de). The supplier agrees to take note of these and to the validity of the most-current version. In addition, the General Terms and Conditions (GTC) shall apply where applicable.
2. Offers and orders
2.1 The supplier must adhere to the exact conditions of the request with orders and expressly point this out in the event of deviations.
2.2 Orders and contracts are only binding if they are made in or confirmed in writing. The customer is entitled to revoke their order free of charge if the supplier does not confirm it without making changes within 2 weeks after receipt. Verbal agreements, ancillary agreements, and amendments to the contract including subsequent amendments and supplements to these purchase conditions must be confirmed in writing by the customer to take effect.
2.3 Offers are a binding basis for resulting orders for as long as they are valid. The offer must be submitted free of charge and does not create any obligation for the requesting party. Quotations shall only be reimbursed by special agreement. Documents used by the contractor in their business dealings with the contracting party must contain the following: order number, commission number, factory address, receiving location, complete article description, weights, quantities, units of measure, and, with imports from the EU, the VAT ID number and the supplier declaration.
2.4 The supplier must treat the conclusion of the contract confidentially and may only refer to business connections with the Bochumer Eisenhütte in advertising material, after written consent by the Bochumer Eisenhütte.
3.1 The prices are binding and fixed, and exclude subsequent claims of any kind. They contain all the tasks to be performed by the contractor to fulfil their delivery/service obligation. Invoices shall be issued immediately after dispatch of the goods, under inclusion of the order number and article number. The sales tax is to be listed separately. Payment shall be made subject to proper delivery and correct pricing and calculation. If a defect, to which warranty applies, is discovered, the customer is entitled to withhold payment until the warranty obligation has been fulfilled.
3.2 The customer reserves the right to make payments within 30 days. If payment is made within two weeks, the customer is granted a discount of 2% of the net amount.
4. Delivery and shipment, force majeure
4.1 The scope of delivery/services among other things entails that
- the contractor transfers ownership of all technical documents (also for subcontractors) and other documents necessary for the new production, maintenance, and operation to the client. These technical documents must be in German;
- the contractor assigns to the customer all usage rights necessary for the use of the deliveries/services by the customer or third parties under consideration of all patents, supplementary protection certificates, trademarks, and utility designs;
- ;the contractor assures that they are capable of transferring the rights of use and that they are free of rights of third parties;
- the customer has the unrestricted authority to repair the delivery/service and to have modifications carried out by themselves or by third parties, as well as to manufacture spare parts themselves or have them manufactured by third parties.
4.2 In case of any deviations from the agreed scope of delivery/service, the contractor shall only have the right to additional claims or scheduling changes, if a corresponding written supplementary agreement has been made with the customer, prior to performance.
4.3 The quantities ordered are binding. In the event of surplus deliveries/services, the customer is entitled to reject these at the expense of the contractor.
4.4 The delivery takes place according to the order and/or the subsequent instruction of the customer on the agreed dates. The contractor shall notify the customer of any changes to the dates without delay. The contractor shall comply with the shipping instructions of the customer and the forwarder or carrier. In all shipping documents, letters, and invoices, the customer’s order and item numbers are to be specified in full. The costs of transport including packaging, insurance, and all other accessory costs shall be borne by the contractor, unless expressly agreed otherwise.
4.5 Shipment takes place at the supplier’s risk. The risk of deterioration, including accidental loss, remains with the supplier until delivery to the shipping address or place of use specified by Bochumer Eisenhütte.
4.6 Force majeure releases the contracting parties from their obligations to perform for the duration of the disruption and to the extent of its effects. The contracting parties are obliged to provide the necessary information without delay to the extent reasonable, and to adjust their obligations to meet the changing circumstances in good faith.
5. Quality and acceptance
5.1 The contractor shall put in place and maintain a documented quality assurance system of the appropriate type and scope. They shall in particular create records of their quality inspections and make these available to the customer on request.
5.2 The supplier guarantees that the goods comply with the specifications in the order letter and if applicable order confirmation and that they also comply with the CE directives to which they are subject. The deliveries must also comply with any specifications submitted, relevant standards, and the respective state of technology.
5.3 Bochumer Eisenhütte reserves the right to inspect the goods immediately upon receipt for obvious and visible defects and to only accept them afterwards. In case of complaints, the supplier may be charged the costs of the inspection and the replacement delivery. If Bochumer Eisenhütte returns defective goods, it is entitled to charge the invoice amount plus a lump sum of 5% of the price of the defective goods. With all defects, the period for notification of defects shall be 14 days from their discovery. During the warranty period, the contractor waives the objection of late notification with regard to hidden defects.
5.4 As concerns the dimensions, weights, and quantities of a delivery, the values determined during the incoming goods inspection are binding. Supplied machines, machine parts, and systems must comply with the following regulations in particular:
- The supplier’s contractual obligations
- Product Liability Act
- CE Directive
5.5 In the case of agreed contractual penalties for delivery delays, the claim shall remain in force even if it is not expressly asserted upon acceptance of the delivery. Further claims also remain valid without special reservation on acceptance.
5.6 The contractor hereby accepts the right of the customer to have a quality audit performed to assess the effectiveness of his quality assurance system, either by the customer themselves or by one of their representatives.
6. Delivery and performance deadlines
6.1Agreed deadlines are binding. If agreed deadlines are not met, the statutory provisions shall apply. If the delivery date expires, the supplier shall be in default. There is no need to submit a warning. The goods’ receipt at the place of acceptance or use specified by Bochumer Eisenhütte shall determine whether the delivery date is complied with. If acceptance is required, the supplier shall be in default without a reminder, if he does not offer the service to be accepted to Bochumer Eisenhütte. Bochumer Eisenhütte may not refuse acceptance on the grounds of minor defects.
6.2 If the contractor becomes aware that an agreed deadline cannot be met, they must immediately inform the client in writing, stating the reasons and the expected duration of the delay.
6.3 The unconditional acceptance of the delayed delivery/service does not constitute a waiver of the claims for damages to which the customer is entitled; this applies until the remuneration owed by the customer for the delivery/service concerned has been paid in full.
6.4 If the supplier is in default by missing the agreed delivery date, Bochumer Eisenhütte shall be entitled to demand a contractual penalty of 0.1% of the order amount per working day; however, it shall not exceed 5% of the order amount. The reservation of the assertion of the contractual penalty can still be asserted up to the payment of the invoice. The contractual penalty shall be set-off against a claim for compensation for damages caused by default. The right to claim further damages shall remain unaffected.
7. Repeated impairment of performance
If the supplier essentially delivers the same or similar deliveries or services defectively or with delay after a prior written warning, the client is entitled to immediate withdrawal. In this case, his right of withdrawal also includes those deliveries and services which the supplier is obliged to render to Bochumer Eisenhütte in future, under this or any other contractual relationship.
8. Delivery/performance of service and storage
8.1 If the contractor and the customer agree on the applicability of the international trade clause “Incoterms”, drafted by the International Chamber of Commerce (ICC), to this contract, the current version shall apply. The terms shall only apply if they do not conflict with the provisions of these purchase conditions and other agreements. Unless otherwise agreed in writing, the delivery/service must be delivered and duties paid (DDP “delivered duty paid” pursuant to Incoterms 2010) to the place of delivery/service or use specified in the order.
8.2 The deliveries/services are to take place to/at the stated shipping addresses. The delivery/service to/at a place other than the place of delivery/service designated by the customer shall not transfer risk at the expense of the customer even if this place accepts the delivery/service. The contractor shall bear the additional costs incurred by the customer resulting from the delivery/service to/at a place other than the agreed place of receipt/performance.
8.3 Partial deliveries/service are not permitted unless the client has expressly agreed to them. Partial deliveries/services shall be marked as such; delivery/service notes shall be submitted in duplicate.
8.4 If weighing is required, the weight determined on the scales calibrated by the customer shall be considered decisive.
8.5 If the contractor is entitled to return of the packaging necessary for the delivery/service, the delivery/service documents shall be clearly marked accordingly. If no marking is present, the customer shall dispose of the packaging at the contractor’s expense; the contractor’s claim for return of the packaging shall lapse accordingly.
8.6 Items necessary for delivery/service provision on the premises of the customer shall only be stored in assigned storage locations. The contractor shall bear full responsibility and risk for these items until the transfer of risk of the entire order.
8.7 During shipment carriage, the statutory provisions – in particular the provisions of the applicable Hazardous Materials Carriage Act and the applicable Hazardous Materials directives, including the relevant appendices and supplements – must be observed.
8.8 With shipments by rail, the goods must be declared in the consignment notes pursuant to the currently valid regulations of the railways. Costs and damages arising from incorrect or absent declarations shall be borne by the contractor.
8.9 The deliverer/service provider shall have the receipt of shipments confirmed to them by the recipient in writing.
9. Assignment and subcontractors
9.1 The contractor may not assign their contractual claims against the customer to third parties or have them collected by third parties. This does not apply to legally established or undisputed claims.
9.2 The supplier is not entitled to pass on the order or essential parts of the order to third parties, without the prior written consent of Bochumer Eisenhütte.
9.3 The contractor is obligated to identify his subcontractors to the customer if requested.
10. Invoicing, payment, set-off
10.1 Payment takes place as per agreement. A delivery/service made/performed before the agreed date does not affect the associated payment period.
10.2 The contractor may only offset undisputed or legally established claims.
10.3 Payment is made on condition of invoicing pursuant to § 14 UStG.
10.4 The contractor of construction services undertakes to submit, without delay, a certificate of exemption by the tax office responsible for them at the time of invoice settlement, if this is not already available to the customer, pursuant to § 48 (1)(1). If the contractor has not submitted an certificate of exemption pursuant to § 48 (1)(1) EStG valid at the time of invoice settlement, a tax deduction of 15% of the consideration (invoice amount) shall take effect pursuant to § 48 EStG and paid to the tax office responsible for the contractor. Further rights of retention based on other legal grounds remain unaffected.
11. Claims resulting from the liability for defects
11.1The contractor is responsible for ensuring that their delivery/service has the agreed quality and fulfils the intended purpose. If the customer incurs costs as a result of defective delivery/performance, such as transport, travel, labour, material costs, or contractual penalties, the contractor shall bear these costs.
11.2 The limitation period for claims for liability for defects begins with the complete delivery/performance of the scope of delivery/service or, if agreed an acceptance has been agreed upon, with acceptance.
11.3 Unless a longer limitation period is provided by law, the limitation period for claims for defects shall be two years, calculated from the handover of the delivery item to Bochumer Eisenhütte or the third party specified by Bochumer Eisenhütte, at the location of delivery or performance designated by Bochumer Eisenhütte. For newly delivered/provided or repaired parts, the limitation period shall begin anew, unless the liable party expressly remedies the defect out of goodwill. The customer shall immediately notify the liable party of defects. Unless otherwise agreed in writing, the notice of defect shall be deemed to have been received by the contractor within a period of fourteen working days, calculated from receipt of the goods or, in the case of hidden defects, from discovery. For defects of which the notification takes place within the period of limitation, the period ends six months after filing the complaint at the earliest. The contractor waives the objection of delayed notification of defects (§§ 377, 381(2) HGB) for non-obvious defects.
11.4 If a claim is asserted against Bochumer Eisenhütte because official safety regulations were violated or, under domestic or foreign product liability regulations or laws, due to a defectiveness of the product, which is attributable to goods provided by the supplier, then Bochumer Eisenhütte is entitled to demand compensation from the supplier for this damage, to the extent in which it is caused by the products supplied by them. These damages also include the costs associated with a necessary recall.
11.5 All defects notified within the limitation period must be remedied by the contractor without delay, in such a manner that the customer does not incur any costs. The costs associated with remedying the defects or replacement delivery/performance, including all accessory costs (e.g. shipping), shall be borne by the contractor. If the contractor does not immediately commence remedying the defect after notification or does not remedy the defect within a period set by the customer, if they do not perform the service in accordance with the contract, or in case of urgency, the customer is entitled to perform the necessary measures at the expense of the contractor. The statutory rights of withdrawal, reduction, and compensation shall remain unaffected. In the event of withdrawal, the contractor shall bear the costs of removal and return shipping and, if necessary, the necessary disposal of the goods and associated costs. If the contractor carries our a recall, they are obliged to bear its costs.
12. Safety and environmental protection
12.1 The deliveries and services must comply with the statutory provisions, in particular the safety and environmental protection regulations under inclusion of the regulations on hazardous materials, the ElektroG [German Electrical Equipment Act], and the safety recommendations of the responsible German professional bodies or associations, e.g. VDE, VDI, DIN. Relevant certificates, test certificates, and statements of proof must be provided free of charge.
12.2 The supplier is obliged to determine and comply with the most-current versions of the guidelines and laws applicable to its components as concerns material restrictions. They are obliged not to use prohibited materials. They must specify substances that are hazardous or should be avoided pursuant to the applicable laws and guidelines in the specifications. If applicable, the safety sheets or the relevant initial order must be submitted with the offers and the delivery note (at least in German or English). We must be notified immediately of any instances in which substance restrictions are exceeded or prohibited substances delivered.
12.3 The contractor is solely responsible for compliance with accident prevention regulations for deliveries and the provision of services. The necessary safety devices and, if applicable, manufacturer instructions must be provided free of charge.
13. Import and export regulations, customs
13.1 The EU VAT identification number must be specified for deliveries and services from an EU country outside of Germany.
13.2 Imported goods are to be delivered duty paid (DDP). Within the framework of Regulation (EC) No. 1207/2001, the supplier is obliged to provide declarations and information requested at their own expense, to allow inspections by the customs authorities, and to provide the necessary official confirmations to the authorities.
13.3 They is obliged to inform the customer in detail and in writing about any licencing obligations for (re)exports pursuant to German, European, and US export and customs regulations, as well as export and customs regulations of the country where the goods or services originate from.
14. Transfer of risk, acceptance, ownership rights
14.1 Regardless of the pricing terms to which the parties agree, the risk shall pass to the customer, without installation or assembly, upon delivery at the delivery address specified by Bochumer Eisenhütte; for deliveries with installation or assembly, upon complete acceptance by the purchaser. Commissioning or use do not substitute the necessity of the declaration of acceptance.
14.2 The ownership of the delivered goods passes to the Bochumer Eisenhütte after payment. Any extended or expanded retention of title is excluded.
15. Provision of material
15.1 Material provided by the customer remains in their property and the supplier must kept them separate from his other items free of charge, with the care of a prudent businessman, and with the appropriate labelling to allow for their identification as the property of Bochumer Eisenhütte. It may only be used to carry out the order. Damage to the material must be remedied by the contractor. 15.2 If the contractor processes or modifies the provided material, it shall be done for the customer. The customer shall become the direct owner of the new items as a result of the processing or shall be entitled to co-ownership of the new items to the proportion corresponding to the value of the material provided.
16.1 The supplier is obliged to treat all commercial and technical details, which are not known to the public and which become known to him through the business relationship, confidentially and refrains from passing them on to third parties. Subcontractors shall be obligated accordingly.
16.2 Any production for third parties, display of products made especially for the customer – in particular following their plans, drawings, or other special specifications –, publications concerning the orders and services as well as any reference to this order towards third parties require the prior written consent of Bochumer Eisenhütte.
16.3 Bochumer Eisenhütte points out that it stores personal data in connection with its business relationship with the supplier and also transfers these data to companies affiliated with Bochumer Eisenhütte.
17. Place of performance, place of jurisdiction
17.1 The place of performance for all deliveries/services is the place of receipt designated by the customer.
17.2 The exclusive place of jurisdiction shall be the customer’s place of business or, if chosen by the customer, the contractor’s general place of jurisdiction.
18. Applicable law
German law shall apply to all legal relations between the customer and the contractor.
19. Prohibition of advertising/secrecy
19.1 The use of inquiries, orders, and the contractor’s associated correspondence for advertising purposes requires the customer’s express written consent.
19.2 The contractor will maintain silence towards third parties about all of the customer’s and their customers’ operational processes, facilities, installations, documents, and the like, which become known to him in connection with performing activities for the customer, including after submitting the relevant offers or executing the contract. They shall impose obligations to their vicarious agents and subcontractors accordingly.
Should individual provisions of these terms and conditions be wholly or partially invalid, this shall not affect the validity of the remaining terms and conditions. The same applies to the respective contract.
21. Data protection
21.1 The contractor undertakes to observe and implement the provisions of the EU General Data Protection Regulation (GDPR). If the contractor processes personal data of the Bochumer Eisenhütte as part of the commissioned service, the contractor will additionally conclude an agreement with the Bochumer Eisenhütte on data protection and data security in contractual relationships pursuant to § 28(3) of the General Data Protection Regulation (GDPR) and provide the information required for this by filling out the supplier questionnaire provided by the Bochumer Eisenhütte. If the contractor processes this data in a location outside of the member states of the European Union or states party to the European Economic Area, the contractor will conclude supplementary agreements with the Bochumer Eisenhütte which ensure an appropriate level of data protection for the contractor. If the contractor uses subcontractors, the contractor will – at the request of the Bochumer Eisenhütte – ensure that these conclude corresponding agreements with the Bochumer Eisenhütte. The contractor undertakes to collect, process, disclose, make available, or otherwise use personal data exclusively for the purpose of performing the contract and to store as well as thereafter only use these to comply with statutory storage obligations. Transferring personal data to third parties requires the prior written consent of the Bochumer Eisenhütte, unless there is a corresponding legal obligation of the contractor to do so. The contractor shall ensure that all persons employed by them within the scope of this order have been instructed in data protection prior to their deployment and to ensure that confidentiality is observed pursuant to § 5 (1)(f), 32(4) GDPR, during as well as after completing their activities and that they shall not collect, process, or use personal data without authorisation. These statements of commitments are to be submitted to Bochumer Eisenhütte upon request. The contractor must take the necessary care to ensure that all persons entrusted with the processing and performance of the order observe the legal provisions on data protection, including the GDPR, and do not pass on to third parties or otherwise make use of the information obtained in relation to the Bochumer Eisenhütte. Upon request, the data protection officer of Bochumer Eisenhütte must be provided with all required information on data protection and, if necessary, also be presented with a data protection concept and the required documents.
21.2 The Bochumer Eisenhütte processes personal data that it receives from its contractors in the course of its business relationship. In addition, the company processes – insofar as this is necessary to render its services – personal data which the Bochumer Eisenhütte legitimately obtains from publicly accessible sources or which are transferred to the Bochumer Eisenhütte from other companies within its group or by other authorised third parties. The Bochumer Eisenhütte points out that it also passes these data on to its affiliated companies. The processing of data takes place for the provision of services within the scope of performing the contracts with suppliers or to implement precontractual measures, which take place on request. If necessary, Bochumer Eisenhütte processes data beyond the actual performance of the contract to protect our legitimate interests or those of third parties, within the scope of the weighing of interests (§ 6(1)(f) GDPR), such as business management measures and the further development of services and products. The Bochumer Eisenhütte processes and stores personal data as long as this is necessary to fulfil the contractual and legal obligations. The Bochumer Eisenhütte additionally points out that it will store the contractor’s data on the basis of § 14 GDPR.
22. Applicable version
The German version of these purchase conditions shall take precedence. Version: May 2018