General purchasing conditions

Bongard & Lind Noise Protection GmbH & Co. KG

1 Scope of application

1.1 Unless otherwise agreed in writing, these General Terms and Conditions of Purchase shall apply exclusively to the contractual relationship between you and us.

1.2 Your conflicting terms and conditions shall not apply even if we do not expressly object to them or accept ordered goods without reservation.

2 Orders

2.1 Our orders as well as changes or additions to the orders must be made in writing.

2.2 We are entitled to cancel our order free of charge if you do not confirm it to us unchanged within 2 weeks of receipt.

3 Deadlines and consequences of exceeding deadlines

3.1 Agreed deadlines for deliveries and services are binding. If delays are to be expected or have occurred, you must notify us immediately in writing.

3.2 If you fail to deliver or perform within a grace period set by us, we shall be entitled to refuse acceptance, withdraw from the contract or claim damages for non-performance, even without warning. We are also entitled to withdraw from the contract if you are not responsible for the delay.

3.3 We reserve the right to demand an agreed contractual penalty for improper performance (§ 341 BGB) until final payment.

4 Prices

4.1 The prices are fixed prices. They include all expenses in connection with the deliveries and services to be provided by you.

5 Processing and delivery

5.1 You may only place subcontracts with our consent, unless they merely involve the supply of marketable parts. Delivery call-offs are binding with regard to the type and quantity of the goods called off and the delivery time. Partial deliveries require our consent.

5.2 Each delivery shall be accompanied by a delivery bill stating our order number and the description of the contents according to type and quantity.

6 Invoices, payments

6.1 Invoices must be submitted to us in duplicate; they must state our order number.

6.2 Your claim to payment shall be due for payment at the earliest after receipt of the goods and receipt of your invoice. The date of payment shall be the date on which our bank has received the transfer order or on which the check has been sent.

6.3 Payments do not constitute acceptance of the delivery or service as being in accordance with the contract. In the event of defective or incomplete delivery or performance, we shall be entitled, without prejudice to our other rights, to withhold payments on claims arising from the business relationship to a reasonable extent without compensation until proper fulfillment.

6.4 The assignment of your claims against us to third parties is excluded.

6.5 We shall not be in default of payment because we do not make payment within 30 days of the due date and receipt of an invoice or equivalent payment schedule. If the date of receipt of the invoice or payment schedule is uncertain, we shall not be in default of payment because we do not make payment within 30 days of the due date and receipt of the delivery.

7 Safety, environmental protection

7.1 Your deliveries and services must comply with the statutory provisions, in particular the safety and environmental protection regulations including the Ordinance on Hazardous Substances, the provisions of the Electrical and Electronic Equipment Act (ElektroG) and the safety recommendations of the responsible German professional bodies or professional associations, e.g. VDE, VDI, DIN. Relevant certificates, test certificates and verifications must be supplied free of charge.

7.2 No ozone-depleting substances, e.g. CFC / CFC, carbon tetrachloride, 1.1.1 trichloroethane, may be used in the manufacture of the goods and packaging supplied to us.

7.3 You are solely responsible for compliance with the accident prevention regulations when delivering and providing services. Any necessary protective devices and any instructions from the manufacturer must be supplied free of charge.

8 Certificates of origin, import and export regulations, customs

8.1 In the case of deliveries and services from a country outside Germany that is a member of the EU, your EU VAT identification number must be stated.

8.2 Imported goods must be delivered duty paid. You undertake to provide the declarations and information required under Regulation (EC) No. 1207/2001 at your own expense, to permit inspections by the customs authorities and to provide the necessary official confirmations.

8.3 In your order confirmation or invoice, you shall mark items requiring an export license or subject to US re-export regulations.

9 Transfer of risk, acceptance, ownership rights

9.1 Irrespective of the agreed pricing, the risk shall pass to us upon receipt at the delivery address specified by us in the case of delivery without installation or assembly and upon successful completion of our acceptance in the case of delivery with installation or assembly. Commissioning or use shall not replace our declaration of acceptance.

9.2 Title to the delivered goods shall pass to us upon payment. Any prolonged or extended retention of title is excluded.

10 Obligation to inspect and give notice of defects, inspection costs

10.1 We shall only carry out an incoming goods inspection with regard to externally recognizable damage and externally recognizable deviations in identity and quantity. We will immediately give notice of such defects. We reserve the right to carry out a more extensive incoming goods inspection. Furthermore, we shall give notice of defects as soon as they are discovered in the ordinary course of business. In this respect, you waive the objection of delayed notification of defects.

10.2 If we return defective goods to you, we shall be entitled to charge you back the invoice amount plus a lump sum of 5% of the price of the defective goods. We reserve the right to prove higher expenses. You reserve the right to provide evidence of lower or no expenses.

11 Warranty for material defects and defects of title

11.1 Defective deliveries shall be replaced immediately by deliveries free of defects and defective services shall be repeated free of defects. In the event of development or design defects, we shall be entitled to immediately assert the rights provided for in clause 11.4.

11.2 Rectification of defective deliveries or services requires our consent. During the period in which the object of the delivery or service is not in our custody, you shall bear the risk.

11.3 In urgent cases - in particular if operational safety is at risk or to prevent exceptionally high damages -, to remedy minor defects and in the event of your delay in remedying a defect, we shall be entitled, after prior notification, to remedy the defect and any resulting damages ourselves at your expense or to have them remedied by a third party at your expense. This shall also apply if you deliver or perform late and we have to remedy defects immediately as a result in order to avoid our own delay in delivery.

11.4 If you fail to remedy the defect within a reasonable period of grace set by you, we may, at our discretion, withdraw from the contract or reduce the remuneration and additionally claim damages or reimbursement of expenses.

11.5 Delivered goods must be free of third-party rights. In the case of delivery of data processing programs, you are liable for ensuring that you have all the necessary rights to pass on the programs.

11.6 The warranty period for material defects shall be 30 months from the transfer of risk in accordance with clause 9. The warranty period shall be suspended for the period beginning with the dispatch of our notice of defects and ending with our acceptance of the defect-free delivery or service. For a repaired or replaced or repeated part of the delivery or service, the period referred to in sentence 1 shall commence anew upon acceptance of the defect-free delivery or service.

11.7 If you have to deliver or perform in accordance with our plans, drawings or other special requirements, the conformity of the delivery or service with the requirements shall be deemed expressly warranted. Should the delivery or service deviate from the requirements, we shall be entitled to the rights specified in clause 11.4 immediately.

11.8 Our statutory rights shall otherwise remain unaffected.

12 Repeated failure to perform

12.1 If you again provide essentially the same or similar deliveries or services in a defective or delayed manner following a written warning, we shall be entitled to withdraw from the contract immediately. In this case, our right of withdrawal shall also include such deliveries and services which you are still obliged to provide to us in the future under this or another contractual relationship.

13. indemnification for material defects and defects of title

13.1 You shall indemnify us against all claims asserted against us by third parties - for whatever legal reason - due to a material defect or defect of title or any other defect in a product delivered by you, and shall reimburse us for the necessary costs of our legal action in this respect.

14 Technical documents, tools, means of production

14.1 Technical documents, tools, works standard sheets, means of production etc. provided by us shall remain our property; all copyrights shall remain with us. They must be returned to us, including all duplicates made, immediately after the order has been executed without being requested to do so; in this respect you are not authorized to assert a right of retention. You may only use the aforementioned items for the execution of the order and may not make them available or otherwise accessible to third parties without authorization. Copying or duplicating the aforementioned items is only permitted to the extent that it is necessary for the execution of the order.

14.2 If you produce the items specified in Clause 14.1 sentence 1 for us in part or in full at our expense, Clause 14.1 shall apply accordingly, whereby we shall become (co-)owners in accordance with our share of the production costs. You shall store these items for us free of charge; we may at any time acquire your rights in relation to the item by reimbursing any expenses not yet amortized and demand the return of the item.

15 Provision of material

15.1 Material provided by us shall remain our property and shall be stored by you free of charge and with the care of a prudent businessman separately from your other items and marked as our property. It may only be used for the execution of our order. You shall compensate us for any damage to the material provided.

15.2 If you process or transform the material provided, this activity shall be carried out for us. We shall become the direct owner of the new items created in the process. If the material provided constitutes only a part of the new items, we shall be entitled to co-ownership of the new items in proportion to the value of the material provided therein.

16 Confidentiality

16.1 You are obliged to treat information that you receive from us in connection with the order as confidential and not to pass it on to third parties, unless you can prove to us that this information was already known to you or was subsequently made accessible to you by an authorized third party without an obligation of confidentiality or that it was generally accessible or subsequently became so without you being responsible for this.

16.2 The manufacture for third parties, the display of products manufactured especially for us, in particular according to our plans, drawings or other special requirements, publications concerning the orders and services as well as the reference to these orders vis-à-vis third parties shall require our prior written consent.

16.3 We would like to point out that we and, where applicable, the companies affiliated with us in the group of companies store personal data relating to our business relationship with you.

17 Miscellaneous

17.1 The place of performance is the delivery address specified in each case.

17.2 If you are a merchant, the place of jurisdiction is the registered office of the Saferoad RRS GmbH company using these terms and conditions. However, we shall also be entitled to assert claims against you at your registered office.

17.3 The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods and the conflict of laws provisions of German private international law.

17.4 Should individual clauses of these General Terms and Conditions of Purchase be invalid in whole or in part, this shall not affect the validity of the remaining clauses or the remaining parts of such clauses.

18 Supplier Code of Conduct

18.1 We would like to point out that we work in accordance with our Supplier Code of Conduct. You can view the current version here.

Bongard & Lind Noise Protection GmbH & Co KG
Bongard-and-Lind-Straße 1
56414 Weroth

T +49 6435 90 80 - 200