1. General terms, scope
1.1 The present General Purchasing Conditions (hereinafter referred to as “GPC”) shall apply to all business relations with business partners and suppliers of Bohle (hereinafter referred to as “Supplier”) with respect to the delivery of movable goods and/or services, regardless of whether the Supplier itself provides the service or whether it buys from subcontractors.
1.2 These GPC shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Supplier shall only become part of the contract insofar as Bohle has expressly agreed to their validity in writing. The unconditional acceptance of deliveries and services or their payment shall not be construed as an approval of the Supplier´s General Terms and Conditions.
1.3 Individual agreements reached with the Supplier in individual cases (including collateral agreements, additions and modifications) shall in any event take precedence over the present GPC. A written contract or a written confirmation from Bohle shall be decisive, subject to counterevidence, for the contents of such an agreement. Legally relevant declarations and notifications which are made by the Supplier towards Bohle (e.g. deadlines, reminders, notices of cancellation) must be made in writing to be effective.
2. Conclusion of contract, quote, order
2.1 Orders by Bohle shall only be valid and binding if placed in writing, by e-mail or by fax. The Supplier shall be obliged to accept the order in the same way or in another agreed way of acceptance within a period of one week. Upon the expiry of this period, Bohle shall no longer be bound to the order. Any of the Supplier´s order confirmations which deviates from the order or is delayed, shall be deemed a new quote and must be accepted by Bohle in writing, by e-mail or fax.
2.2 Cost estimates, templates, samples, etc. of the Supplier are binding and shall not be paid, unless expressly agreed otherwise.
3. Modifications of the delivery item
After order confirmation by the Supplier, Bohle shall be entitled to demand changes of the products (also with respect to construction and layout) at all times. In this case, the Supplier shall immediately inform Bohle about possible additional or reduced costs or changes of the deadline.
4. Delivery time, default in delivery
4.1 Agreed delivery dates and deadlines shall be binding. If these deadlines are exceeded, the Supplier shall come into default without reminder. If agreed delivery times cannot foreseeably be met, the Supplier shall undertake to inform Bohle Hardware immediately about the expected delay and its reasons. Partial deliveries or deliveries before the agreed deadline must only take place subject to prior written consent by e-mail or by fax.
4.2 If the Supplier defaults in a delivery, it shall forfeit a contractual penalty of 1% of the purchase price of the delayed products, however, a maximum of 5% of that purchase price for each commenced week of delay. The right to raise claims for damages shall remain unaffected. A payable contractual penalty shall be deducted from raised claims for compensation. In case of default in delivery, Bohle shall moreover be entitled to statutory damages. Additional costs, in the event of required covering purchases, shall be borne by the Supplier. The unconditional acceptance of a delayed delivery shall not be construed as waiver of compensation claims.
5. Delivery, transfer of risk, packaging
5.1 The risk of accidental loss or accidental deterioration of the goods shall be transferred to Bohle upon handover at the place of performance. If acceptance has been agreed upon, it shall be decisive for the transfer of risk.
5.2 Bohle shall not cover packaging expenses. Insofar as the Supplier is obliged to take back used packaging material as per Packaging Ordinance, it shall bear the costs for return transport and recycling.
5.3 The values determined during the receiving inspection at Bohle shall be deemed decisive for the number of units, weights and dimensions, unless proven otherwise.
6. Quality Assurance, Product Safety
The Supplier shall inform Bohle in due time before delivery about changes of production procedures, materials or vendor parts for the delivery items, as well as changes of processes or facilities for the inspection of delivery items or other measures which could affect the quality and/or safety of the delivery items. Modifications of the agreed specifications shall be subject to prior approval. Any and all modifications of the delivery items and product-related modifications in the process chain shall be documented. These documents shall be presented to Bohle Hardware upon request.
7. Prices, invoice, payment terms, set-off, right of retention, assignment
7.1 The prices indicated in the order are binding.
7.2 Payments shall be affected either within 30 days with a 3% discount or net after 60 days. The deadline starts upon receipt of the contractual performance and a duly issued and verifiable invoice. In the event of premature acceptance of the delivery goods, the payment term shall start from the date of delivery as per the order or from the date of invoice, whichever is the later. In case of service contracts or contractually agreed acceptance conditions, the payment term shall not start before acceptance.
7.3 Bohle shall be entitled to set-off rights and rights of retention, as well as the defense of non-performance of the contract to the statutory extent. If the delivery is faulty or incomplete, Bohle shall be especially entitled to withhold the payment until proper fulfilment, without losing rebates, discounts and similar price reductions.
7.4 The Supplier shall only be entitled to set-off rights if its counterclaims have been legally ascertained, undisputed or accepted by Bohle. It is moreover entitled to exercise its right of retention insofar as its counterclaim derives from the same contractual relationship.
8. Provision and joint ownership, tools, retention of title
8.1 The tools, materials, parts, containers and special packaging made available by Bohle shall remain their property. They shall only be used according to their intended use. The processing, mixing or combination of materials provided by Bohle shall be carried out on their behalf by the Supplier. Both parties agree that Bohle shall become co-owner of the products manufactured by using the provided materials, which are stored by the Supplier on behalf of Bohle Hardware, in the ratio of the value of the provided materials to the value of the finished products.
8.2 Regardless of other agreements, Bohle shall obtain the full or coownership to the extent to which they share the confirmed costs for the tools for producing the delivery item. Bohle shall acquire the (co-)ownership of the tools upon payment. They shall remain on loan to the supplier. The Supplier shall only be entitled to actually or legally dispose of the tools, to relocate them or render them permanently non-functional with the approval of Bohle. The Supplier shall label the tools as the (co-)property of Bohle. Replacement tools shall be owned by Bohle according to their share in the original tool. In case of co-ownership, Bohle shall be entitled to a pre-emptive right of the Supplier´s co-ownership share. The Supplier shall use the tools which are (co-) owned by Bohle exclusively for manufacturing the delivery items. After termination of the supply relationship, the Supplier shall hand over the tools to Bohle immediately upon request. Regarding tools in co-ownership, Bohle shall compensate the Supplier at the current fair value of the Supplier´s co-ownership shares. The Supplier´s obligation to surrender shall remain valid even if insolvency proceedings are initiated.
9. Secrecy, information
9.1 All business or technical information made available by Bohle shall be kept secret to third parties, if they are not demonstrably known to the general public, and shall be made available only to such persons within the Supplier´s company who must be necessarily familiar with such information for the purpose of carrying out the delivery to Bohle and who have been likewise committed to maintaining secrecy. The duty of confidentiality shall remain valid beyond the termination of the supply relationship for a period of five years. The Supplier shall be liable to hand over all received confidential information to Bohle Hardware, insofar as they are embodied or saved to electronic storage media.
9.2 The Supplier shall undertake to commit subcontractors to secrecy to the same extent.
9.3 Bohle shall reserve the title and all and any rights (including copyrights and the right to registration of industrial property rights) to the information made available to the Supplier. Reproductions are subject to prior written approval by Bohle and become the property of Bohle upon their creation.
10.1 Unless otherwise agreed in the following, statutory regulations shall apply for the rights of Bohle in case of material defects and defects of title of the delivered item and other breaches of duty of the Supplier.
10.2 If the Supplier fails to fulfil its obligation of supplementary performance, at Bohle´s option either by removing the defect or by delivering a faultless delivery item (including withdrawal of the defective performance at the Supplier´s expenses) within a reasonable period set by Bohle or if he has and unjustifiably denied supplementary performance, Bohle shall be entitled to remedy the defect themselves or have it remedied by a third party on their behalf and demand a compensation for the incurred expenses. If the Supplier´s subsequent performance failed or is unacceptable to Bohle, e.g. due to a risk to operational safety, imminent disproportionate damages or in other cases of a particular urgency, no deadline needs to be set. Whenever possible, Bohle shall immediately inform the Supplier of such circumstances, as well as type and scope of any emergency measures required or taken.
10.3 The claims for liability for defects of Bohle shall become time-barred after expiry of 36 months upon transfer of risk.
10.4 If products labelled with the Bohle trademark are justifiably returned or not accepted by Bohle, the Supplier shall destroy these products and must not resell them to third parties. For each case of non-compliance, a contractual penalty amounting to twice the value of the goods, however at least 10,000 USD,shall be deemed agreed.
11. Product liability, product recall
11.1 In the event that a customer or a third-party places product liability claim against Bohle, the Supplier shall be obliged to indemnify Bohle Hardware for such claims, if and insofar as the damage was caused by a defect of the delivery items. In cases of fault-based liability this only applies where fault lies with the Supplier. If the cause of damage lies within the Supplier´s area of responsibility, it shall prove that it is not at fault. In this case, the Supplier shall bear all resulting costs and expenses, including litigation costs.
11.2 If a safety-relevant defect of the delivery items makes a product recall necessary or if it is ordered officially, the Supplier shall bear all and any costs and expenses resulting from such recall campaign. Bohle shall agree upon the content and scope of such a recall campaign with the Supplier – if possible and reasonably to be expected.
12. Official permits, export control, customs
The Supplier shall be obliged to inform Bohle in writing as soon as possible before the delivery deadline about possible licensing requirements of its goods according to the respectively applicable German, European, US export, customs and foreign trade law of the country of origin. All other information and data which Bohle needs for import and export and in case of resale upon reexport of the goods. The Supplier shall be obliged to inform Bohle immediately and in writing about all modifications of the above mentioned information and data.
13. Conformity of regulations; substances in products
13.1 The Supplier shall undertake to comply with the accepted engineering standards, the statutory regulations about product safety, and the internationally applicable minimum labor standards.
13.2 The Supplier shall, neither actively nor passively, engage in any kind of bribery or corruption, violation of human rights or discrimination against its employees, forced labor or child labor.
13.3 The Supplier shall undertake to commit all representatives commissioned by it, and who are in any way involved in the production of the delivery items, to meet the above mentioned obligations.
14. Third-party property rights
The Supplier shall guarantee that no third-party property rights are violated in connection with its delivery. If Bohle is confronted with any such claim by a third party, the Supplier shall hold Bohle harmless against all claims and shall bear all costs and expenses in relation with this claim.
15. Place of jurisdiction, place of performance, applicable law, severability clause
15.1 All disputes arising from or in connection with this contract shall be exclusively subject to the jurisdiction of the applicable United States district court.
15.2 Unless otherwise stated in the order, the place of performance shall be the registered office of Bohle.
15.3 This contract shall remain valid, even if individual provisions are found to be void. In case of the invalidity of a provision, the contracting parties shall undertake to replace the void provision by a valid one which in its economic effect complies most with the void provision.
Last update: 6/20/2019