Sprache/Language: de[en]

Ferdinand Bernhofer GmbH

Ferdinand Bernhofer Gesellschaft m.b.H. Purchasing Conditions

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Last revised: 12/2008

1. General

The following conditions apply exclusively to our orders, except where special written agreement has been made. Contrary or deviating conditions, where invoked, shall not be acknowledged. It is not necessary for our party to express objection.

2. Orders

Only orders issued in writing shall be binding. Orders issued verbally or by telephone shall only be legally valid where the order number has been quoted. The order we have issued must be confirmed in writing within seven days. A copy of this order must be sent to us by fax, e-mail or post within this period as a means of order confirmation. If no written response is given within seven days, the order is considered accepted and subject to our purchasing conditions. Information which is not present in the order, such as price, delivery or payment conditions, etc. must be added by the contractual partner in the order confirmation and shall be subject to our consent. All supplies and services must comply with the contract, be complete and be performed using state-of-the-art technology, ensuring the highest quality, compliance with statutory standards and the agreed time.

3. Amendments to orders

We are entitled to proceed with making amendments to orders with regard to the volume, price or delivery time, provided that these are objectively justified. The supplier agrees that we may prompt a stoppage of acts in performance of the contractual obligations with the supplier, provided that this objectively justified and appropriate. In the event of repeal, fulfilment must be resumed without delay. We shall be entitled to cancel orders which have already been issued. In this case, the supplier shall be reimbursed for appropriate production costs which have been incurred up to the time of cancellation. In the event of failure to reach an agreement between ourselves and the supplier, an expert shall be commissioned in order to assess the appropriate sum. The cost of the expert shall be divided between the supplier and ourselves in a ratio of 1:1.

 

 

4. Prices and payment conditions

In the absence of an individual agreement, all prices are fixed prices, free to the factory including transport costs, packaging and loading. Packaging or transportation aids (e.g. wire mesh crates, pallets, etc.) must be replaced by the supplier at his own expense. In the case of agreement of daily prices, immediate confirmation of the definitive price must be made, which also requires our written agreement. The supplier shall undertake not to supply any third parties at more favourable prices or conditions. In the absence of an individual written agreement with the supplier, payment is made either within 14 days with 3 % cash discount, or within 90 days net. The date of receipt of the goods or the invoice is considered to be the start of the payment period, whereby we are are entitled to choose.

 

5. Delivery

The delivery dates agreed with us must be complied with. The date at which the item ordered arrives at our plant is considered to be the delivery date. Earlier deliveries shall only be permissible with explicit consent; however, payment periods shall only begin on the delivery date which was originally agreed in this case. Should delivery not occur within the delivery period prescribed by us or should delivery not occur in full, nothwithstanding the statutory rights to which we are otherwise entitled – to rescind from the contract. Should we not utilise this right of rescission, the supplier shall continue to be obliged to fulfil his obligation to perform. Irrespective of this, the supplier must notify us without delay of the reasons for and the provisional duration of the delay. We shall be entitled to withhold payment until the delivery obligation has been completely fulfilled by the supplier. Two copies of the delivery notes must be attached to the exterior of the packaging units. Deliveried with delivery notes which do not state an order number may be rejected or accepted subject to non-acceptance. A tolerance limit of 5 % shall be agreed for overdeliveries. Outside of this margin, we shall reserve the right to accept the goods or to return the surplus volume at the cost of the supplier.

6. Acceptance

Risk shall only be transferred to us upon proper acceptance at our plant. The supplier shall renounce the immediate inspection of the delivered goods by our company; thus also relinquishing the objection to the delayed notice of defects. The goods which have been ordered may be delivered at the specified times. A signed confirmation of receipt from our employees shall not be considered to constitute the proper observance of obligations.

7. Warranty

The supplier shall offer a full and unconditional warranty for flawless quality and professional performance for the duration of 24 months. Any defects must be rectified by the supplier at his own expense and without delay. We are free to select the location at which defect rectification shall be carried out. The right of choice between improvement, exchange, price reduction or redhibition is our exclusive prerogative. If we are held liable by our customers within the scope of the warranty and if the defect is demonstrably attributable to an error on the part of the supplier, the supplier shall bear the full costs. Exclusion from Section 933b of the General Civil Code will not be accepted.

8. Compensation

We shall not accept any exclusion or limitation of liability. This shall also apply any amendments to the legal burden of proof which are to our disadvantage. Following the conclusion of the contract, the supplier must prove the valid existence of the corporate and product indemnity insurance it holds, along with its scope of cover. In the event of damage or loss, a copy of the insurance policy and all supplements must also be submitted to us.

9. Subcontracting

Written consent must be obtained from us prior to commissioning in the event of subcontracting by the supplier.

10. Release of samples and tools

If tools are manufactured by the supplier on our account and behalf, these shall be transferred to us following their completion. This must be submitted to us upon our written request. The tools located on the supplier’s premises must be identified as being our property, stored separately and insured at the replacement value at the expense of the supplier (especially with regard to insurance against fire). Should the supplier fail to comply with this obligation, he shall be obligated to pay replacement costs in the event of damage, destruction or loss of these tools.

11. Non-disclosure and intellectual property

The supplier shall accept responsibility for unconditional liability for goods supplied by him not infringing existing patents, protected brands or any other immaterial goods rights. He shall undertake to indemnify and hold us harmless for all claims which are made against us as a result of infringements arising from the use of goods supplied.

12. Reservation of title

We shall not accept any reservations of title. The supplier must therefore refrain from assertions of this nature.

13. Corporate policy

It shall be deemed agreed that the supplier has agreed that no gratuities shall occur, including any unlawful payments, gifts or privileges which serve the purpose of unlawful manipulation relating to orders.

14. Choice of law and jurisdiction

Austrian law applies, to the exclusion of UN sale of goods law. The contractual partners shall agree to Austrian domestic jurisdiction. The place of jurisdiction for all disputes arising directly from the contract shall be the objectively responsible court in 4910 Ried im Innkreis.

15. Severability clause

The remaining existing purchasing conditions shall also remain obligatory for cases of the partial ineffectiveness of individual clauses. The parties shall undertake to replace the ineffective provision with content from a valid provision which is closest to the ineffective provision in terms of economic perspective.