1. Area of application
The following Purchasing Terms apply to the purchase of goods and materials including especially developed components, products or parts or those tailored to BVS’ requirements, and to delivery items resulting from services (summarised in the following as “items”) as well as to the purchase of services (summarised in the following as “services”). They form the basis for the contract agreed between BVS Industrie – Elektronik GmbH (summarised in the following as “buyer”) and the relevant contract partner (summarised in the following as “supplier”), unless agreed otherwise in a separate contract. Any conflicting sales terms; general business; purchase and/or service terms by the supplier are expressly refuted. These will only apply if the buyer expressly agreed to them in writing. Agreement with the supplier’s sales terms does not represent unconditional acceptance of deliveries and services or their unconditional payment. In the event of conflicting text on the order or on the documentation listed on the order and the following purchasing terms, the text on the order or on the documentation listed on the order will be used.
2.1 Orders made by the buyer take place in writing, in text form or by transmitting electronic data exchanges. If orders are submitted in text form - by fax or email - the issuing company and the issuing person’s name must be clearly recognisable. Orders are effective without personal signature if there is a corresponding note on the form.
2.2 All of the supplier’s documentation must contain the process number and the date of the order/assignment as well as the item description, item number and/or service description provided by the buyer.
2.3 Orders made by the buyer can be withdrawn within two weeks as long as the supplier has not accepted the order within two days since receipt of the order, at least in the same form. The same applies to call-offs.
2.4 Changes and additions to the relevant order and/or call-offs must be made in writing. All conditions, specifications, standards and other documentation listed on the order are part of the order.
2.5 If the buyer requests a change to the delivery item, the supplier must notify the buyer of any potential additional or reduced prices and impact on deadlines immediately, in writing or in text form.
2.6 Supplier must ensure delivery on the date specified in the order. For this, supplier has to take all necessary measures.
3. Delivery obligation for replacement parts
The supplier is obligated to supply delivery items that are part of the items offered by the buyer to the end customer for at least 2 years after receipt of the first order as replacement parts at appropriate market prices if not otherwise agreed in individual cases.
4. Prices; payment; transfer of title
4.1 All prices for items and/or services must be specified in the contract and are fixed prices if there are no other agreements.
4.2. If there are no other agreements, all prices to be paid are understood as (i) without VAT and (ii) including all costs for packaging, packaging services, postage, shipment, insurance and delivery of the goods and all other costs and potentially arising charges which may occur in connection with the purchase of the item and/or services. The agreed prices include potentially required measures against possible environmental influences and frost, snow, heat and water damage resulting from these as well as removal of such damage.
4.3 The payment of services rendered invariably takes place within 30 days after receipt of the relevant invoice. This does not apply if differing individual payment agreements have been made.
4.4 In the event of faulty services, the buyer has the right to retain the payment pro rata until the date of proper fulfilment.
4.5 Without prior written agreement from the buyer, which the buyer must not unreasonably refuse, the supplier is not entitled to assign his claims against the buyer or to have them collected by third parties. If a prolonged retention of title exists, approval is deemed as granted.
4.6 If not contractually agreed otherwise, the ownership of the items or, in the event of a partial delivery, ownership of the partial items will be transferred to BVS (i) when they have been paid or (ii) when they have been delivered to the agreed item receiving office, with the earlier date being crucial (transfer of title). If the ownership of the items or a part of the items has been transferred to BVS, but the items are still with the supplier, the supplier is obligated to clearly label the items as property of BVS and to store them separately from other objects.
5. Property rights
5.1 The supplier is liable for claims by third parties which result from a breach of property rights and property right applications (property rights) on contractual use of the items. The supplier exempts the buyer from all claims resulting from such use. Release from liability does not apply if the supplier produced goods for the buyer after the buyer handed over drawings, models or other comparable descriptions or information, and the supplier was not aware or, in the context of the products developed by him, did not need to be aware that property rights were breached by this.
5.2 The supplier and the buyer are obligated to immediately notify the other of risks of a breach and alleged cases of a breach as these come to light, and to give each other the opportunity to amicably counteract corresponding claims.
6.1 The supplier is obligated to treat as highly confidential business secrets all non-public commercial, technical and other information that was obtained or became known within the scope of the business partnership. Passing on information to the supplier’s own employees can only take place under the condition that knowledge of the relevant information is required to carry out the buyer’s assignment. Passing on information to third parties can exclusively take place after express approval from the buyer.
6.2 If the buyer provides the supplier with documentation, data, information used for data processing, software, material, type-related tools or equipment and objects (e.g. samples, models), to exercise contractual obligations, all existing and/or future rights will remain with BVS. There will be no transfer of ownership. Without prior written approval from the buyer, the supplier is not permitted to use, reproduce and/or make accessible in any way to third parties the object provided by BVS, in particular drawings, models, templates, samples or similar for any other purpose than the contractual purpose agreed between BVS and the supplier. After the development is complete, the supplier is obligated to return said objects to the buyer.
6.3 The regulations above apply in particular in the event that the supplier obtains such material from third parties exclusively to carry out the assignment awarded by the buyer, or where the supplier owns the material but the material or the product to be manufactured using the material contains or embodies know-how belonging to the buyer.
6.4 The supplier must obligate potential subcontractors in accordance with the previous regulations.
6.5 The supplier can only advertise the business connection with prior written approval from the buyer.
6.6 If required, further stipulations concerning confidentiality will be regulated in separate agreements.
7. Obligations of examination and notification of defects
The buyer has the right to examine the delivery items using recognised sampling techniques during the ordinary course of business. As soon as potential defects are detected, they must be reported to the supplier without delay and in writing. The supplier foregoes an objection to a delayed notice of defects if the defects detected during the process mentioned are pointed out to him immediately or if defects that were not detected are pointed out immediately on their discovery.