Terms & Conditions

General Conditions
for the Supply of Products and Services of the Electrical
and Electronics Industry (“Grüne Lieferbedingungen” – GL)*
for commercial transactions between businesses
recommended by ZVEI-Zentralverband Elektrotechnik- und Elektronikindustrie e. V.
as of May 2021

Article I: General Provisions
1. Legal relations between Supplier and Purchaser in connection with supplies and/or services of the Supplier (hereinafter referred to as “Supplies”) shall be solely governed by the present GL. The Purchaser’s general terms and conditions shall apply only if expressly accepted by the Supplier in writing. The scope of delivery shall be determined by the congruent mutual written declarations.

2. The Supplier herewith reserves any industrial property rights and/or copyrights and rights of use pertaining to its cost estimates, drawings and other documents (hereinafter referred to as “Documents”). The Documents shall not be made accessible to third parties without the Supplier’s prior consent and shall, upon request, be returned without undue delay to the Supplier if the contract is not awarded to the Supplier. Sentences 1 and 2 shall apply mutatis mutandis to the Purchaser’s Documents; these may, however, be made accessible to those third parties to whom the Supplier has rightfully subcontracted Supplies.

3. The Purchaser has the non-exclusive right to use standard software and firmware, provided that it remains unchanged, is used within the agreed performance parameters, and on the agreed equipment. Without express agreement the Purchaser may make one back-up copy of standard software.

4. Partial deliveries are allowed, unless they are unreasonable to accept for the Purchaser.

5. The term „claim for damages” used in the present GL also includes claims for indemnification for useless expenditure.

Article II: Prices, Terms of Payment, and Set-Of
1. The items pertaining to the Supplies (“Retained Goods”) for which the purchase price claim is due immediately or for which a payment period of up to and including 30 days after delivery, delivery with installation/assembly or receipt of invoice has been agreed for the due date of the purchase price claim shall remain the property of the Supplier until payment has been made in total.

2. In all other cases, the items pertaining to the Supplies (“Retained Goods”) shall remain the Supplier’s property until each and every claim the Supplier has against the Purchaser on account of the business relationship has been fulfilled. If the combined value of the Supplier’s security interests exceeds the value of all secured claims by more than 20 %, the Supplier shall release a corresponding part of the security interest if so requested by the Purchaser; the Supplier shall be entitled to choose which security interest it wishes to release.

3. For the duration of the retention of title, the Purchaser may not pledge the Retained Goods or use them as security, and resale shall be possible only for resellers in the ordinary course of their business and only on condition that the reseller receives payment from its customer or makes the transfer of property to the customer dependent upon the customer fulfilling its obligation to effect payment.

4. Should Purchaser resell Retained Goods, it assigns to the Supplier, already today, all claims it will have against its customers out of the resale, including any collateral rights and all balance claims, as security, without any subsequent declarations to this effect being necessary. If the Retained Goods are sold on together with other items and no individual price has been agreed with respect to the Retained Goods, Purchaser shall assign to the Supplier such fraction of the total price claim as is attributable to the price of the Retained Goods invoiced by Supplier.

5.
(a) Purchaser may process, amalgamate or combine Retained Goods with other items. Processing is made for Supplier. Purchaser shall store the new item thus created for Supplier, exercising the due care of a diligent business person. The new items are considered as Retained Goods.

(b) Already today, Supplier and Purchaser agree that if Retained Goods are combined or amalgamated with other items that are not the property of Supplier, Supplier shall acquire co-ownership in the new item in proportion of the value of the Retained Goods combined or amalgamated to the other items at the time of combination or amalgamation. In this respect, the new items are considered as Retained Goods.

(c) The provisions on the assignment of claims according to No. 4 above shall also apply to the new item. The assignment, however, shall only apply to the amount corresponding to the value invoiced by Supplier for the Retained Goods that have been processed, combined or amalgamated.

(d) Where Purchaser combines Retained Goods with real estate or movable goods, it shall, without any further declaration being necessary to this effect, also assign to Supplier as security its claim to consideration for the combination, including all collateral rights for the prorata amount of the value the combined Retained Goods have on the other combined items at the time of the combination.

6. Until further notice, Purchaser may collect assigned claims relating to the resale. Supplier is entitled to withdraw Purchaser’s permission to collect funds for good reason, including, but not limited to delayed payment, suspension of payments, start of insolvency proceedings, protest or justified indications for overindebtedness or pending insolvency of Purchaser. In addition, Supplier may, upon expiry of an adequate period of notice disclose the assignment, realize the claims assigned and demand that Purchaser informs its customer of the assignment.

7. The Purchaser shall inform the Supplier forthwith of any seizure or other act of intervention by third parties. If a reasonable interest can be proven, Purchaser shall, without undue delay, provide Supplier with the information and/or Documents necessary to assert the claims it has against its customers.

8. Where the Purchaser fails to fulfill its duties, fails to make payment due, or otherwise violates its obligations the Supplier shall be entitled to rescind the contract and take back the Retained Goods in the case of continued failure following expiry of a reasonable remedy period set by the Supplier; the statutory provisions providing that a remedy period is not needed shall be unaffected. The Purchaser shall be obliged to return the Retained Goods. The fact that the Supplier takes back Retained Goods and/or exercises the retention of title, or has the Retained Goods seized, shall not be construed to constitute a rescission of the contract, unless the Supplier so expressly declares.

Article IV: Time for Supplies; Delay
1. Times set for Supplies shall only be binding if all Documents to be furnished by the Purchaser, necessary permits and approvals, especially concerning plans, are received in time and if agreed terms of payment and other obligations of the Purchaser are fulfilled. If these conditions are not fulfilled in time, times set shall be extended reasonably; this shall not apply if the Supplier is responsible for the delay.

2. If non-observance of the times set is due to:
(a) force majeure, such as mobilization, war, terror attacks, rebellion or similar events (e. g. strike or lockout);

(b) virus attacks or other attacks on the Supplier’s IT systems occurring despite protective measures were in place that complied with the principles of proper care;

(c) hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or to other circumstances for which Supplier is not responsible; or

(d) the fact that Supplier does not receive its own supplies in due time or in due form
such times shall be extended accordingly.

3. If the Supplier is responsible for the delay (hereinafter referred to as “Delay”) and the Purchaser has demonstrably suffered a loss therefrom, the Purchaser may claim a compensation as liquidated damages of 0.5 % for every completed week of Delay, but in no case more than a total of 5 % of the price of that part of the Supplies which due to the Delay could not be put to the intended use.

4. Purchaser’s claims for damages due to delayed Supplies as well as claims for damages in lieu of performance exceeding the limits specified in No. 3 above are excluded in all cases of delayed Supplies, even upon expiry of a time set to the Supplier to effect the Supplies. This shall not apply in cases of liability based on intent, gross negligence, or due to loss of life, bodily injury or damage to health. Rescission of the contract by the Purchaser based on statute is limited to cases where the Supplier is responsible for the delay. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser.

5. At the Supplier’s request, the Purchaser shall declare within a reasonable period of time whether it, due to the delayed Supplies, rescinds the contract or insists on the delivery of the Supplies.

6. If dispatch or delivery, due to Purchaser’s request, is delayed by more than one month after notification of the readiness for dispatch was given, the Purchaser may be charged, for every additional month commenced, storage costs of 0.5 % of the price of the items of the Supplies, but in no case more than a total of 5 %. The parties to the contract may prove that higher or, as the case may be, lower storage costs have been incurred.
Article V: Passing of Risk
1. Even where delivery has been agreed freight free, the risk shall pass to the Purchaser as follows:

(a) if the delivery does not include assembly or erection, at the time when it is shipped or picked up by the carrier. Upon the Purchaser’s request, the Supplier shall insure the delivery against the usual risks of transport at the Purchaser’s expense;

(b) if the delivery includes assembly or erection, at the day of taking over in the Purchaser’s own works or, if so agreed, after a successful trial run.

2. The risk shall pass to the Purchaser if dispatch, delivery, the start or performance of assembly or erection, the taking over in the Purchaser’s own works, or the trial run is delayed for reasons for which the Purchaser is responsible or if the Purchaser has otherwise failed to accept the Supplies.

Article VI: Assembly and Erection
Unless otherwise agreed in written form, assembly and erection shall be subject to the following provisions:
1. Purchaser shall provide at its own expense and in due time:

(a) all earth and construction work and other ancillary work outside the Supplier’s scope, including the necessary skilled and unskilled labor, construction materials and tools;

(b) the equipment and materials necessary for assembly and commissioning such as scaffolds, lifting equipment and other devices as well as fuels and lubricants;

(c) energy and water at the point of use including connections, heating and lighting;

(d) suitable dry and lockable rooms of sufficient size adjacent to the site for the storage of machine parts, apparatus, materials, tools, etc. and adequate working and recreation rooms for the erection personnel, including sanitary facilities as are appropriate in the specific circumstances; furthermore, the Purchaser shall take all measures it would take for the protection of its own possessions to protect the possessions of the Supplier and of the erection personnel at the site;

(e) protective clothing and protective devices needed due to particular conditions prevailing on the specific site.

2. Before the erection work starts, the Purchaser shall unsolicitedly make available any information required concerning the location of concealed electric power, gas and water lines or of similar installations as well as the necessary structural data.

3. Prior to assembly or erection, the materials and equipment necessary for the work to start must be available on the site of assembly or erection and any preparatory work must have advanced to such a degree that assembly or erection can be started as agreed and carried out without interruption. Access roads and the site of assembly or erection must be level and clear.

4. If assembly, erection or commissioning is delayed due to circumstances for which the Supplier is not responsible, the Purchaser shall bear the reasonable costs incurred for idle times and any additional traveling expenditure of the Supplier or the erection personnel.

5. The Purchaser shall attest to the hours worked by the erection personnel towards the Supplier at weekly intervals and the Purchaser shall immediately confirm in written form if assembly, erection or commissioning has been completed.

6. If, after completion, the Supplier demands acceptance of the Supplies, the Purchaser shall comply therewith within a period of two weeks. The same consequences as upon acceptance arise if and when the Purchaser lets the twoweek period expire or the Supplies are put to use after completion of agreed test phases, if any.

Article VII: Receiving Supplies
The Purchaser shall not refuse to receive Supplies due to minor defects.

Article VIII: Defects as to Quality
The Supplier shall be liable for defects as to quality (“Sachmängel”, hereinafter referred to as “Defects”,) as follows:
1. Defective parts or defective services shall be, at the Supplier’s discretion, repaired, replaced or provided again free of charge, provided that the reason for the Defect had already existed at the time when the risk passed.

2. Claims for repair or replacement are subject to a statute of limitations of 12 months calculated from the start of the statutory statute of limitations; the same shall apply mutatis mutandis in the case of rescission and reduction. This shall not apply:
 where longer periods are prescribed by law according to Sec. 438 para. 1 No. 2 (buildings and things used for a building), and Sec. 634a para. 1 No. 2 (defects of a building) German Civil Code (“Bürgerliches Gesetzbuch”),
 in the case of intent,
 in the case of fraudulent concealment of the Defect or
 non-compliance with guaranteed characteristic (“Beschaffenheitsgarantie”).

Claims for the reimbursement of expenses on the part of the Purchaser in accordance with Sec. 445a BGB (entrepreneur’s right of recourse) shall likewise be subject to a statute of limitations of 12 months from the start of the statutory statute of limitations, provided the last contract in the supply chain is not a sale of consumer goods. The legal provisions regarding suspension of the statute of limitations (“Ablaufhemmung”, “Hemmung”) and recommencement of limitation periods shall be unaffected.

3. Notifications of Defect by the Purchaser shall be given in written form without undue delay.

4. In the case of claims for Defects, the Purchaser may withhold payments to an amount that is in a reasonable proportion to the Defect. The Purchaser has no right to withhold payments to the extent that its claim of a Defect is time-barred. Unjustified notifications of Defect shall entitle the Supplier to demand reimbursement of its expenses by the Purchaser.

5. The Supplier shall be given the opportunity to repair or to replace the defective good (“Nacherfüllung”) within a reasonable period of time.

6. If repair or replacement is unsuccessful, the Purchaser is entitled to rescind the contract or reduce the remuneration; any claims for damages the Purchaser may have according to No. 10 shall be unaffected.

7. There shall be no claims based on Defect in cases of insignificant deviations from the agreed quality, of only minor impairment of usability, of natural wear and tear, or damage arising after the passing of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective civil works, inappropriate foundation soil, or claims based on particular external influences not assumed under the contract, or from non-reproducible software errors. Claims based on defects attributable to improper modifications, installation/ removal, or repair work carried out by the Purchaser or third parties and the consequences thereof are likewise excluded.

8. The Purchaser shall have no claim with respect to expenses incurred in the course of supplementary performance, to the extent that expenses are increased because the subjectmatter of the Supplies has subsequently been brought to another location than the Purchaser’s branch office, unless doing so complies with the normal use of the Supplies. This applies accordingly to claims for the reimbursement of expenses on the part of the Purchaser in accordance with Sec. 445a BGB (entrepreneur’s right of recourse), provided the last contract in the supply chain is not a sale of consumer goods.

9. The Purchaser’s right of recourse against the Supplier pursuant Sec. 445a BGB (entrepreneur’s right of recourse) is limited to cases where the Purchaser has not concluded an agreement with its customers exceeding the scope of the statutory provisions governing claims based on Defects.

10. The Purchaser shall have no claim for damages based on Defects. This shall not apply to the extent that a Defect has been fraudulently concealed, the guaranteed characteristics are not complied with, in the case of loss of life, bodily injury or damage to health, and/or intentionally or grossly negligent breach of contract on the part of the Supplier. The above provisions do not imply a change in the burden of proof to the detriment of the Purchaser. Any other or additional claims of the Purchaser exceeding the claims provided for in this Article VIII, based on a Defect, are excluded.

Article IX: Industrial Property Rights and Copyrights; Defects in Title
1. Unless otherwise agreed, the Supplier shall provide the Supplies in the country of the place of delivery only, without infringing any third-party industrial property rights and copyrights (hereinafter referred to as “IPR”). If a third party asserts a justified claim against the Purchaser based on an infringement of an IPR by the Supplies made by the Supplier and used in conformity with the contract, the Supplier shall be liable to the Purchaser within the time period stipulated in Article VIII No. 2 as follows:

(a) The Supplier shall choose whether to acquire, at its own expense, the right to use the IPR with respect to the Supplies concerned or whether to modify the Supplies such that they no longer infringe the IPR or replace them. If this would be impossible for the Supplier under reasonable conditions, the Purchaser may rescind the contract or reduce the remuneration pursuant to the applicable statutory provisions;

(b) The Supplier’s liability to pay damages is governed by Article XII;

(c) The above obligations of the Supplier shall apply only if the Purchaser (i) immediately notifies the Supplier of any such claim asserted by the third party in written form, (ii) does not concede the existence of an infringement and (iii) leaves any protective measures and settlement negotiations to the Supplier’s discretion. If the Purchaser stops using the Supplies in order to reduce the damage or for other good reason, it shall be obliged to point out to the third party that no acknowledgement of the alleged infringement may be inferred from the fact that the use has been discontinued.

2. Claims of the Purchaser shall be excluded if it is responsible for the infringement of an IPR.

3. Claims of the Purchaser are also excluded if the infringement of the IPR is caused by specifications made by the Purchaser, by a type of use not foreseeable by the Supplier or by the Supplies being modified by the Purchaser or being used together with products not provided by the Supplier.

4. In addition, with respect to claims by the Purchaser pursuant to No. 1 a) above, Article VIII Nos. 4, 5, 8, and 9 shall apply mutatis mutandis in the event of an infringement of an IPR.

5. Where other defects in title occur, Article VIII shall apply mutatis mutandis.

6. Any other claims of the Purchaser against the Supplier or its agents or any such claims exceeding the claims provided for in this Article IX, based on a defect in title, are excluded.

Article X: Conditional Performance
1. The performance of this contract is conditional upon that no hindrances attributable to German, US or otherwise applicable national, EU or international rules of foreign trade law or any embargos or other sanctions exist.

2. The Purchaser shall provide any information and Documents required for export, transport and import purposes.

Article XI: Impossibility of Performance; Adaptation of Contract
1. To the extent that delivery is impossible, the Purchaser is entitled to claim damages, unless the Supplier is not responsible for the impossibility. The Purchaser’s claim for damages is, however, limited to an amount of 10 % of the value of the part of the Supplies which, owing to the impossibility, cannot be put to the intended use. This limitation shall not apply in the case of liability based on intent, gross negligence or loss of life, bodily injury or damage to health; this does not imply a change in the burden of proof to the detriment of the Purchaser. The Purchaser’s right to rescind the contract shall be unaffected.

2. Where events within the meaning of Article IV No. 2 (a) to (c) substantially change the economic importance or the contents of the Supplies or considerably affect the Supplier’s business, the contract shall be adapted taking into account the principles of reasonableness and good faith. To the extent this is not justifiable for economic reasons, the Supplier shall have the right to rescind the contract. The same applies if required export permits are not granted or cannot be used. If the Supplier intends to exercise its right to rescind the contract, it shall notify the Purchaser thereof without undue delay after having realized the repercussions of the event; this shall also apply even where an extension of the delivery period has previously been agreed with the Purchaser.

Article XII: Other Claims for Damages
1. Unless otherwise provided for in the present GL, the Purchaser has no claim for damages based on whatever legal reason, including infringement of duties arising in connection with the contract or tort.

2. This does not apply if liability is based on:
(a) the German Product Liability Act (“Produkthaftungsgesetz”);
(b) intent;
(c) gross negligence on the part of the owners, legal representatives or executives;
(d) fraud;
(e) failure to comply with a guarantee granted;
(f) negligent injury to life, limb or health; or
(g) negligent breach of a fundamental condition of contract (“wesentliche Vertragspflichten”).
However, claims for damages arising from a breach of a fundamental condition of contract shall be limited to the foreseeable damage which is intrinsic to the contract, provided that no other of the above case applies.
3. The above provision does not imply a change in the burden of proof to the detriment of the Purchaser.

Artikel XIII: Venue and Applicable law
1. If the Purchaser is a businessman, sole venue for all disputes arising directly or indirectly out of the contract shall be the Supplier’s place of business. However, the Supplier may also bring an action at the Purchaser’s place of business.

2. This contract and its interpretation shall be governed by German law, to the exclusion of the United Nations Convention on contracts for the International Sale of Goods (CISG).

Article XIV: Severability Clause
The legal invalidity of one or more provisions of this Agreement in no way affects the validity of the remaining provisions. This shall not apply if it would be unreasonably onerous for one of the parties to be obligated to continue the contract.

– Status January 2017 –
1. general provisions

1.1 The General Terms and Conditions of Purchase shall apply to all existing and future business relations between Baudisch Electronic GmbH as well as Baudisch Intercom GmbH (hereinafter referred to as Baudisch) and the supplier of goods and services (hereinafter referred to as Supplier), to their ordering and procurement by Baudisch. They shall not apply to natural persons who conclude the legal transaction only for the purpose that cannot be attributed to either their commercial or their independent professional activities. 1.2.

1.2 By accepting and/or executing an order and/or a purchase order, the Supplier acknowledges these General Terms and Conditions of Purchase in the version valid at the time of the order. The General Terms and Conditions of Purchase can be retrieved and/or viewed at any time on the website of Baudisch, www.baudisch.com | www.baudisch-electronic.de . Conflicting and/or deviating General Terms and Conditions of the Supplier are expressly not recognized and shall not become part of the contract unless Baudisch agrees to their validity in writing upon conclusion of the contract. In this case and/or in the event of a separate agreement of special terms and conditions for individual, concrete orders, the general terms and conditions of purchase shall be subordinate and supplementary and shall be used for interpretation. The General Terms and Conditions of Purchase shall also apply if the contract is executed by the Supplier without reservation in the knowledge of the Supplier’s conflicting or deviating General Terms and Conditions of Business, Delivery and/or Purchase. Baudisch’s acceptance of and/or payment for a delivery or service of the Supplier shall not constitute consent to the Supplier’s general terms and conditions. Silence in response to an order confirmation of the Supplier, even and especially in the case of existing business relationships, with contradictory declarations of the Supplier, shall also not constitute a corresponding consent.

1.3 The Terms and Conditions of Purchase shall apply to all future transactions and contracts with the Supplier, even if Baudisch does not expressly refer to them again in the future.

1.4 Any correspondence relating to the contract shall be conducted with Baudisch Purchasing or the Purchaser, stating the order number.
2 Conclusion of contract

2.1 The conclusion of the contract as well as all agreements made between Baudisch and the Supplier for the purpose of executing this contract shall be made exclusively in writing. The Supplier shall check an offer technically and in terms of content and shall expressly point out to Baudisch in the offer any deviations from the inquiry documents.

2.2 If the offer is made by Baudisch, Baudisch shall be bound by this offer for 14 days from the date of the offer.

3. scope of services

3.1 The scope of performance of the order results from the respective underlying individual order, all reports, drafts, models, documents, ideas, samples and all other results arising during the performance of the service.

3.2 The Supplier shall perform its services with utmost care in compliance with the latest state of science and technology, the safety regulations of the authorities and professional associations, as well as its own existing knowledge and experience or that gained during the contract work. He guarantees compliance with the statutory regulations, the agreed technical specifications and all other requirements.

3.3 Partial performance shall not be permitted unless agreed in writing in advance. Baudisch shall therefore be entitled to cancel any remaining quantity. If the remaining quantity is not delivered on time and/or in accordance with the contract, the Supplier shall be charged for the additional costs incurred by the commissioning of a third party.

3.4 The performance of the ordered deliveries and services by third parties shall not be permitted unless Baudisch has given its prior written consent.

3.5 The Supplier shall prepare data, drawings and other documentation in accordance with the Baudisch guidelines, requirements and regulations. In the event of ambiguities, the Supplier shall be obliged to obtain all necessary information prior to the start of work. EDP systems and programs used for the documentation shall be specified by Baudisch. The supplier shall be obligated to obtain the corresponding information before the start or before the execution of the order performance. The supplier shall be responsible for the completeness of this information.

3.6 Upon Baudisch’s request, the Supplier shall provide information about the composition of the delivery item within 14 days after receipt of the written request, insofar as this is necessary for the fulfilment of official and/or contractual requirements at home and abroad.

3.7 Baudisch shall be entitled, as long as the Supplier has not yet completely fulfilled its obligations, to demand changes to the order with regard to design, execution, quantity and delivery time within the scope of reasonableness. In doing so, the contracting parties undertake to settle the effects (e.g. additional or reduced costs, delivery dates, etc.) by mutual agreement. Baudisch may demand changes to the delivery item even after conclusion of the contract, provided this is objectively reasonable for the Supplier. In the event of this contractual amendment, the effects on both sides, in particular with regard to the additional or reduced costs, as well as the delivery dates, shall be settled by mutual agreement.

3.8 The Supplier shall be obligated to immediately notify Baudisch in writing of any concerns it may have about the way in which the service/delivery is to be performed as requested by Baudisch and to propose to Baudisch, without being requested to do so, any changes it deems necessary in order to meet the agreed specifications or legal requirements.

3.9 In the event of product changes or discontinuations of goods already delivered, the Supplier undertakes to take suitable measures to ensure the continued delivery and to inform Baudisch thereof in writing without delay. For this purpose, the Supplier shall regularly inquire with its pre-suppliers about planned product changes/discontinuations. Upon request by Baudisch, the Supplier shall provide evidence of these inquiries. Possible alternative products are to be suggested without being asked. All documents required for this purpose, in particular data sheets, samples, etc., shall also be made available without being requested to do so.

3.10. Baudisch shall be notified in writing, without being requested to do so, of any changes in material composition, product description, specifications, test methods/equipment, manufacturer, production site/, processes, drawings and safety-relevant changes. The change shall require the written consent of Baudisch and the Purchaser.

3.11. Upon receipt of a notice of termination, Baudisch shall have the option for a period of at least six months to place a final order with the Supplier at the conditions applicable at the time of receipt of the notice of termination.

3.12. If the Supplier violates these obligations, he shall be obliged to compensate for any damage resulting therefrom.

4. Prices, Place of Performance, Terms of Payment

4.1 The prices stated in the order are fixed prices excluding value added tax. Price increases in the meantime shall not be binding for Baudisch. However, if the contractor reduces its prices up to the delivery date, Baudisch shall also benefit from the reduction. The price shall include in particular costs for freight “free domicile”, insurance, customs duties, packaging and material testing procedures. Claims based on additional deliveries and/or services, can only be asserted after prior written agreement and commissioning of the additional deliveries and/or services between the contracting parties. Otherwise, additional claims of any kind whatsoever in excess of the total fixed price shall be excluded.

4.2 Unless otherwise agreed in writing in the contract, the deliveries shall be made at Baudisch’s place of business and shall be insured by the Supplier at the Supplier’s expense against transport damage, incorrect loading or unloading and theft. The insurance policy shall be presented upon request.

4.3 The goods shall be packed in such a way that damage during transport and loading is avoided. Packaging materials shall only be used to the extent necessary to achieve the purpose. The Supplier’s take-back obligations, also with regard to transport and product packaging, shall be governed by the statutory provisions. The supplier assures that all packaging is licensed and reported to an appropriate system provider in accordance with the law and that the charges for this are paid in full and in an orderly manner.

4.4 Remuneration for performances, presentations, negotiations and/or for the preparation of offers and projects shall not be owed unless previously agreed in writing.

4.5 Invoices can only be processed by Baudisch if they are complete, i.e. if they comply with the legal requirements, in particular the German Value Added Tax Act (UStG), and contain the order number shown in the Baudisch order as well as the details and/or documents agreed with the order. The Supplier shall be responsible for all consequences arising from non-compliance with this obligation. If the aforementioned information and/or documents are missing, the Supplier shall not be entitled to assert the claim in question against Baudisch. The Supplier acknowledges that this is a due date requirement.

4.6 Payments shall be made within 14 days after the due date less 3% discount, within 60 days strictly net. Terms of payment deviating from this shall be agreed in writing. The discount shall be deducted from the final invoice amount and shall also be permissible if Baudisch offsets or withholds payments in a reasonable amount due to defects. The payment period shall begin, in the case of retention due to defects, with the complete elimination of the defects. The assignment of claims from deliveries and services shall be subject to Baudisch’s prior written consent, which may, however, only be refused for good cause. In the case of agreed partial performances, payment shall only become due with the last delivery. This shall not apply in the case of call orders or in cases of cancellation of a partial performance in accordance with Chapter 3.3 of these Terms and Conditions of Purchase.

4.7 Insofar as it is part of the contract that the Supplier must provide material samples, test reports, quality documents or other contractually agreed documents, the completeness of the delivery/service shall also require the receipt of these documents by Baudisch.

4.8 Baudisch shall be entitled to rights of set-off and retention to the extent provided by law. The Supplier’s rights of set-off and retention shall only apply insofar as these are undisputed or have been legally established. Baudisch shall be entitled to reduce invoice amounts by the value of returned goods as well as any expenses and claims for damages.

5. Order and order confirmation

5.1 Orders or changes to orders, insofar as they are made by fax or other electronic transmission, shall be binding even without a signature.

5.2 Baudisch may revoke the order in writing without incurring any costs if the Supplier has not confirmed the order in writing within 14 days of the order date (order confirmation). Excepted from this are deliveries or services that have been duly provided in the meantime.
6. order in case of call-off orders

6.1 In the case of call orders, the call order shall require written confirmation by Baudisch in order to be valid. If this is done by e-mail, it shall also be valid without a signature.
7. delivery date

7.1 The delivery date specified in the order, which must be carefully checked by the Supplier in advance, shall be binding. The delivery date shall be the date of receipt of the goods at Baudisch’s place of business (on the premises). If a delivery is made before the agreed delivery date, Baudisch shall be entitled to refuse acceptance of the delivery and to return it at the Supplier’s expense and risk.

7.2 The Supplier undertakes to inform Baudisch in writing without delay if circumstances arise or become apparent to the Supplier which indicate or could indicate that the agreed delivery time cannot be met. Otherwise, any invocation of such circumstances shall be excluded.

7.3 In the event of a culpable delay in delivery by the Supplier, Baudisch shall be entitled to demand a contractual penalty in the amount of 0.2% of the delivery value, corresponding to the final invoice, for each commenced day of delay. Baudisch expressly reserves the right to assert further legal claims. The acceptance of a delayed delivery or service shall not constitute a waiver of further claims for compensation.

7.4 If Baudisch is in default of acceptance or debtor’s delay, any claim for damages to which the Supplier is entitled shall be limited to 0.2% of the delivery value per full week, corresponding to the final invoice, but not more than 10% of the delivery value corresponding to the final invoice, unless the default is due to a wilful or grossly negligent breach of duty by a legal representative or vicarious agent of Baudisch. If Baudisch is in default with a payment, the Supplier shall be entitled to at least a claim for payment of a lump sum in the amount of € 40, pursuant to §288 BGB. This shall also apply if the payment claim is a payment on account or other installment payment. This lump sum shall be credited against any damages owed, insofar as the damage is due to costs of legal prosecution.
8. release from the obligation to perform, withdrawal from the contract

8.1 In the event of force majeure, the contracting parties shall be released from their performance obligations for the duration of the disruption and to the extent of its effect. The contracting parties shall be obliged, within the bounds of what is reasonable, to immediately provide the contracting party with the necessary information and to adjust their performance obligations to the changed circumstances in good faith.

8.2 Baudisch shall be released from the obligation to accept the delivery ordered in whole or in part and shall be entitled to withdraw from the contract in this respect if the delivery, due to the delay or effect caused by the force majeure, is no longer of use to Baudisch in connection with the original contract.

8.3 Baudisch shall be entitled to withdraw from the contract if the Supplier files for the opening of insolvency proceedings against its assets/company, if insolvency proceedings are opened against the Supplier’s assets or if the opening is rejected due to lack of assets.

8.4 Baudisch shall also have the right to withdraw if individual enforcement measures are carried out against the Supplier.

8.5 Furthermore, Baudisch shall be entitled to withdraw from the contract if the Supplier promises, offers or grants advantages of any kind whatsoever to a Baudisch employee or agent involved in the preparation, conclusion or execution of the contract or to a third party in the Supplier’s interest.

8.6 The statutory provisions on withdrawal shall remain unaffected by this.

9. Transfer of risk, documents

9.1 The transfer of risk shall only take place upon acceptance of the delivery by Baudisch at its place of business (on its premises), unless another place has been agreed in writing, in which case the transfer of risk shall take place upon acceptance at this place.

9.2 The Supplier shall be obliged to state the Baudisch order number on all shipping documents and delivery bills; if the Supplier fails to do so, Baudisch shall not be responsible for any delays in processing, which shall be borne by the Supplier.

9.3 Documents, reports, ideas, drafts, models, samples and the like that are provided to the Supplier by Baudisch or third parties on behalf of Baudisch shall remain the property of Baudisch. The Supplier shall return these to Baudisch without request immediately after the performance of its service. These documents may be used by the Supplier exclusively for the fulfillment of the performance obligation vis-à-vis Baudisch and may not be used by the Supplier for other purposes, duplicated or made accessible to a third party, just like the drawings etc. prepared by the Supplier according to Baudisch’s special specifications. The Supplier shall carefully store these documents and protect them from unauthorized inspection by third parties. They shall be returned to Baudisch free of charge without request as soon as they are no longer required for the execution of the order. The items provided to the Supplier shall be handled carefully and kept operational by the Supplier and insured against fire and theft. The supplier has no right of retention to these items. The supplier shall regard the order and the work relating thereto as a trade secret and accordingly treat them confidentially. In the event of a breach of one of the aforementioned obligations, Baudisch may demand the return of the items provided, without prejudice to the Supplier’s liability for all damages arising therefrom.
10 Warranty claims, guarantees

10.1 Baudisch’s warranty claims against the Supplier in the event of material defects and defects of title shall be determined in accordance with the statutory provisions. The warranty period shall be 12 months from the transfer of risk.

10.2 The Supplier warrants that the goods and deliveries comply with the applicable statutory provisions, in particular the provisions of the applicable packaging ordinance, the RoHS Directive, the Act on the Placing on the Market, the Return and Environmentally Sound Disposal of Electrical and Electronic Equipment (Electrical and Electronic Equipment Act – ElektroG), the Battery Ordinance and the EU Chemicals Regulation REACH. Furthermore, the supplier guarantees that any copyright levies incurred have been paid to the relevant collecting societies. Reference shall be made to the copyright levies included in the Supplier’s invoices in accordance with §54 d of the German Copyright Act.

10.3 The Seller warrants that the delivered goods comply with the legal, contractual and official provisions applicable to their distribution and use and that they do not infringe any third party rights.

10.4 Defects of the delivered goods and services notified within the warranty period, which also include the absence of warranted characteristics, shall be remedied by the Seller upon request without undue delay and at the Seller’s expense. If it is not possible to remedy the defect or if Baudisch cannot reasonably be expected to accept repaired parts, the Seller shall replace the defective parts with defect-free parts free of charge.

10.5 In urgent cases or if the Seller does not meet its warranty obligation, Baudisch shall be entitled to carry out the necessary measures itself or to commission third parties to do so at the expense, risk and without prejudice to the Seller’s warranty obligation. If rectification is not possible or unreasonable, the right to rescission or reduction shall remain unaffected by this.

10.6 Baudisch shall in principle have the right to choose the type of subsequent performance. The Supplier shall have the right to refuse the type of subsequent performance chosen by Baudisch under the conditions of § 439 Para. 3 BGB.

10.7 Acceptance shall be subject to inspection for freedom from defects, in particular also for correctness, completeness and suitability. Baudisch shall be entitled to inspect the subject matter of the contract insofar as and as soon as this is feasible in the ordinary course of business; any defects discovered shall be notified immediately upon discovery. In this respect, the Supplier waives the objection of a delayed notice of defects.

11. liability

11.1 The Supplier shall be liable within the scope of the statutory provisions.

11.2 Insofar as the Supplier is responsible for damage of any kind whatsoever, it shall be obliged to indemnify Baudisch against claims for damages by third parties upon first request insofar as the cause lies within its sphere of control and organization and it is liable itself in the external relationship. The obligation to indemnify shall also apply to all expenses necessarily incurred by Baudisch from or in connection with the claim by a third party, including the costs of legal representation. The Supplier shall insure itself against these risks to a sufficient extent as is customary in the market. 11.3.

11.3 Baudisch shall be liable in accordance with the statutory provisions for damages due to injury to life, body or health, in the event of intent or gross negligence on the part of Baudisch, a legal representative or vicarious agent as well as in the event of damages covered by a guarantee or warranty granted by Baudisch. In the event of slight negligence, Baudisch shall only be liable for compensation for the foreseeable damage typical of the contract and only insofar as an obligation, the proper fulfillment of which makes the execution of this contract possible in the first place and the observance of which the contractual partner could rely on (cardinal obligation), has been violated by Baudisch, a legal representative or vicarious agent. Otherwise, liability shall be excluded to the extent permitted by law.
12 Ownership, Provision, Mixing

12.1 If Baudisch supplies and/or provides process descriptions, drawings, samples, templates, models, dies, templates, tools, other means of production, substances and materials, these shall remain Baudisch’s property. Any processing or transformation by the Supplier shall be carried out for Baudisch. If the substances and materials are processed by Baudisch with other objects not belonging to it, Baudisch shall acquire co-ownership of the new object in the ratio of the value of its object to the other processed objects at the time of the processing.

12.2 If the item (substances/materials) provided by Baudisch is inseparably mixed with other items not belonging to Baudisch, Baudisch shall acquire co-ownership of the new item in the ratio of the value of the item subject to retention of title to the other mixed items at the time of mixing. If the mixing takes place in such a way that the Supplier’s item is to be regarded as the main item, it shall be deemed agreed that the Supplier transfers ownership to Baudisch on a pro rata basis, whereby Baudisch accepts this transfer, the Supplier shall keep the sole or co-ownership for Baudisch free of charge.
13. industrial property rights and secrecy

13.1 The Supplier shall be obligated to maintain secrecy with respect to all documents and information received from Baudisch as well as personal data. These may only be disclosed to third parties with the express consent of Baudisch. The confidentiality obligation shall also extend to personal data. The obligation to maintain secrecy shall also apply after the execution or failure of this contract; it shall expire if and to the extent that the information contained in the documents provided has become generally known. Third parties used by the supplier to fulfill the obligations resulting from this contract shall be bound accordingly. In the event of a breach of these obligations, Baudisch may demand immediate surrender and claim damages.

13.2 The conclusion of the contract shall be treated confidentially. In the Supplier’s advertising materials, reference may only be made to the conclusion of the business transaction with Baudisch after Baudisch has given its written consent. Baudisch and the Supplier undertake to treat all commercial or technical details which are not in the public domain and which become known to them through the business relationship as business secrets. Third parties used by the Supplier to fulfill the obligations resulting from this contract shall be obligated accordingly.

13.3 The Supplier guarantees that no rights of third parties are violated in connection with its delivery. Should Baudisch be held liable by a third party in this regard, the Supplier shall be obligated to immediately indemnify Baudisch against all claims resulting therefrom upon first request and to defend against such claims. The obligation to indemnify shall also apply to all expenses necessarily incurred by Baudisch from or in connection with the claim by a third party. This also includes the costs of legal representation. The Supplier shall insure itself against these risks to a sufficient extent as is customary in the market.

14. final provisions

14.1 The law of the Federal Republic of Germany shall apply. The provisions of the UN Convention on Contracts for the International Sale of Goods and legal norms referring to another legal system shall not apply. Only the German version of these Terms and Conditions of Purchase shall be binding.

14.2 Subsidiary agreements, amendments or supplements must be made in writing in order to be effective, as must any waiver of the requirement for the written form. The written form within the meaning of these General Terms and Conditions of Purchase shall also be granted by e-mail and fax.

14.3 The place of performance shall be the registered office of Baudisch. The place of jurisdiction for disputes arising from or in connection with the contractual relationship existing between Baudisch and the Supplier shall be the registered office of Baudisch, provided that the contractual partner is a merchant, a legal entity under public law or a special fund under public law.

14.4 In addition, the General Terms and Conditions of Baudisch, which can be accessed at any time on Baudisch’s website, www.baudisch.com | www.baudisch-electronic.de , shall apply in addition.

14.5 Should any provision of these be or become invalid, the validity of the remaining provisions shall remain unaffected.