General Terms and Conditions
General Terms and Conditions of Purchase
Conditions of Purchase - Benninghoven GmbH & Co. KG – headquarters Wittlich - Benninghovenstraße 1 - D-54516 Wittlich
1. Validity of the Conditions
(1) Our Conditions of Purchase shall apply only towards entrepreneurs (§ 14 BGB). They shall also apply for all future business transactions with the Supplier.
(2) Our Conditions of Purchase shall apply exclusively. We shall not accept any supplier’s conflicting conditions or conditions diverging from our Conditions of Purchase, not even through acceptance without reservation of the services.
(3) All agreements, which are made between us and the supplier for the purpose of implementing this contract, are to be set down in writing in this contract.
(4) Provided nothing to the contrary shall ensue from these present Conditions of Purchase, the terms and definitions of INCOTERMS 2010 shall apply.
2. Conclusion of a contract and maintenance of secrecy
(1) The Supplier shall be obliged to accept our order within a period of 12 working days.
(2) We shall retain our ownership, industrial property and proprietary rights to illustrations, drawings, calculations and other supporting documents, samples, models and suchlike. They are subject to strict secrecy and may not be made accessible to third parties without our express consent in writing. This shall also apply after completion of this contract, so long as the production knowledge contained therein has not become generally known.
3. Prices and terms of payment
(1) The price shown in the order shall be binding. The price shall include delivery “free house” , including normal packaging. The return of the packaging shall require a special agreement.
(2) The supplier shall be obliged to state the order number shown in our order in all invoices in accordance with the requirements therein.
(3) We shall pay the purchase price within 21 working days, calculated from the delivery and receipt of the invoice, with 3 % discount, or net within 30 working days after delivery and receipt of the invoice.
4. Delivery and acceptance
(1) The delivery time stated in the order shall be binding. Delivery periods shall run from the order date.
(2) The Supplier shall be obliged to notify us in writing forthwith if circumstances shall become recognisable to him from which it ensures that the required delivery time cannot be met.
(3) In the case of an undue delay in delivery, we shall be entitled to demand flat rate damages for delay amounting to 1 % of the value of the delivery per complete week, however, not more than 10 %. Further going legal claims shall remain reserved. The Supplier shall be entitled to demonstrate to us that no damage or considerably less damage has been caused as a consequence of the undue delay.
(4) The Supplier shall be obliged to state our order number exactly on all shipping documents and delivery notes.
5. Place of performance and passing of risk
(1) The place of performance shall be our registered office.
(2) The delivery shall have to take place “free house”.
6. Defects of quality and defects of title
(1) We shall have to examine the goods for defects of quality within a reasonable period after the arrival of the goods at the ultimate destination. If we divert or forward the goods in normal business dealings and notify the Supplier of this in good time, the examination period and time limit for claims shall be extended accordingly.
(2) The Supplier shall be liable for defects of quality within the scope of Par. 3 and 4 irrespective of fault.
(3) If the goods show a defect of quality at the time of the passing of risk, then we can demand subsequent performance or a reduction in price. The subsequent performance shall take place, at our option, by remedying the defects or substitute delivery. The Supplier shall bear the costs of this.
(4) If the Supplier shall have made an unsuccessful attempt at subsequent performance, unjustifiably refused the subsequent performance or allowed a reasonable additional period of time to expire, then we can remedy the defects ourselves and claim reimbursement for the necessary expenses.
(5) The statutory right to withdraw, the right to compensation for damage, in particular also compensation instead of the performance and right of recourse pursuant to § 478, 479 of the German Civil Code (BGB) shall remain reserved.
(6) The Supplier shall be liable for defects of titles irrespective of fault.
7. Proprietary rights
(1) The Supplier shall be responsible that no patents or other third-party proprietary rights shall be infringed by us through his delivery and the utilisation by us of the same that is foreseeable for him.
(2) If we shall be held liable by a third party on account of such an infringement of a proprietary right, on our first request in writing, the Supplier shall indemnify us against these claims and reimburse us all the necessary expenses arising as a result of the recourse.
(3) The above provisions shall not apply if the Supplier shall have manufactured the goods supplied in accordance with documents, samples, models or similar guidelines provided by us, and does not know and does not have to know that proprietary rights have thus been infringed.
8. General liability
(1) In so far as the Supplier is responsible for damage to a product, he shall be obliged, on our first request, to indemnify us against third-party claims for compensation for damage in so far as the cause lies in his field of control and organisation and he himself is liable in relation to third parties.
(2) In so far as recall measures shall be required on account of such damage to a product, the Supplier shall also be obliged within the same limits to reimburse the expenses required for this.
(3) Other claims on our part shall remain unaffected by this.
(4) The Supplier undertakes to take out a product liability insurance with an appropriate sum insured.
(5) The Vendor's warranty period for used or new goods supplied by him shall be at least 2 years from the delivery of the goods concerned to the Customer or from delivery to the agreed place of delivery.
9. Reservation of title
(1) Material provided shall remain our property. As such, it is to be stored separately and may only be used for our orders.
(2) Processing or reshaping by the Supplier shall be carried out for us. In the case of connection or mixture with things not belonging to us, we shall acquire joint ownership of the new thing in the ratio of the value of our thing to the others at this time. In the case that the Supplier's thing is to be regarded as being the main thing, he undertakes to transfer joint ownership to us pro rata.
(3) We shall reserve the ownership of tools made available or financed by us to ourselves. The Supplier shall be obliged to employ the tools solely for the manufacture or machining of the goods ordered by us. He shall be obliged to insure the tools belonging to us at his own expense at their nominal value and to maintain them.
(1) The Supplier's rights resulting from this contract are not transferable. The ineffectiveness of individual provisions shall not affect the effectiveness of the others.
(2) If the Supplier is a businessman, the legal venue for all disputes with him shall be our registered office. This legal venue shall not be exclusive.
(3) German Law shall apply exclusively, to the exclusion of the UN Law of Sales (CISG).