§ 1 General – Scope of application
(1) These Terms and Conditions of Purchase apply to all business relationships with our business partners and suppliers regarding the supply of goods and/or services, regardless of whether the supplier performs the service itself or procures it from subcontractors.
Our Terms and Conditions of Purchase shall apply exclusively; we do not recognize any terms and conditions of the supplier that conflict with or deviate from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing. Our Terms and Conditions of Purchase shall also apply if, in knowledge of conflicting or deviating supplier terms, we accept the supplier’s delivery without reservation.
(2) Our Terms and Conditions of Purchase only apply to businesses as defined in Section § 310(1) of the German Civil Code (BGB). They can be viewed at any time on our website at www.bode.eu.
(3) Until revoked by us, these Terms and Conditions of Purchase shall also apply to all future deliveries by the supplier, even if they are not expressly agreed upon again. Agreed-upon deviations shall only apply to the delivery for which they have been confirmed in writing.
(4) The supplier consents to the use and storage of its data for the purpose of the agreed contractual activities, in compliance with all applicable data protection regulations.
§ 2 Orders
(1) The order is based on the applicable DIN standards, technical regulations, and safety provisions, in as far as they pertain to the delivered item.
(2) The supplier is obliged to accept our order within a period of 1 week; otherwise, we may cancel the order free of charge.
(3) Deliveries shall be made solely on the basis of our orders. Our orders shall only be binding if issued by us in writing or electronically, or if confirmed by us in writing or electronically—stating the order number—after being placed verbally or by telephone.
§ 3 Prices – Invoicing – Payment Terms
(1) The price shown in the order is binding. The agreed prices are fixed prices. They exclude any additional claims of any kind. Prices are DDP (Incoterms® 2020) “Delivered Duty Paid” to the destination specified in the order, exclusive of statutory VAT, including packaging unless otherwise agreed.
(2) A proper invoice must comply with the statutory requirements and the specifications of the order. Invoices must be sent to us by email, stating the invoice number, order number and any other identifying details: rechnung@bode.eu. Invoices that are not in proper form shall only be deemed to have been received by us from the time they are corrected.
(3) For deliveries from areas outside the customs territory of the EU, a copy of the invoice or a pro forma invoice must be enclosed with the delivery of the goods.
(4) Unless otherwise agreed in writing, payments shall be made within 14 days of delivery and receipt of invoice with a 2% cash discount, or net within 30 days.
Payment and discount periods shall commence upon receipt of the invoice, but not before receipt of the goods. In the case of services, these periods shall not commence until the services have been accepted, unless we are in default of acceptance. If documentation or similar materials are part of the scope of performance, the period shall not commence before they are duly delivered to us in accordance with the contract.
(5) We are entitled to offset or hold back the amount due to the extent permitted by law. We are also entitled to withhold due payments if we still have claims against the supplier arising from incomplete or defective performance.
(6) We shall not be in default of payment without a prior reminder.
§ 4 Scope of delivery – Delivery time – Liquidated damages
(1) The scope of delivery shall be determined by the order placed by us.
(2) The delivery date specified in the order is binding.
(3) Deliveries must be made during normal business hours. These times must be requested from us.
(4) The supplier undertakes to use environmentally friendly products and processes to the extent that is economically and technically feasible. At our request, the supplier shall issue a certificate of origin for the delivered goods free of charge.
(5) The supplier is obliged to notify us in writing without delay, stating the reasons, if circumstances arise or become apparent to the supplier that indicate that the agreed delivery date cannot be met. Therefore, the supplier must notify us in writing without delay of the expected duration of the delay.
(6) In the event of a delay in delivery, we shall be entitled to demand a contractual penalty amounting to 0.5% of the delivery value per business day, but not exceeding 10%; we reserve the right to assert further statutory claims, including withdrawal from the contract and damages in lieu of performance. If we accept the delayed performance, we may still reserve the right to assert the contractual penalty until the final payment is made.
§ 5 Delivery – Transfer of risk – Documents – Packaging
(1) Unless otherwise agreed in writing, delivery shall be made DDP destination (Incoterms® 2020), delivered duty paid. The supplier shall bear the risk of accidental loss and accidental deterioration, including for “delivery free domicile”, until the goods are handed over at the destination.
(2) We will not accept partial deliveries unless we have given our prior express consent to them.
(3) Each delivery must be accompanied by the proper shipping papers/documents. These must include the item description, order line items, quantity, weight, packaging, shipping method and markings, as well as our order number. Regulations governing the transport of hazardous goods must be observed; in particular, hazardous goods must be clearly identified as such. The consequences of incorrect, incomplete, or delayed shipping documents shall be borne by the supplier.
(4) Deliveries shall be properly packaged. Excessive and non-environmentally friendly packaging must be avoided. At our discretion, we are entitled to return the packaging to the supplier, to recycle it, or to dispose of it, at the supplier’s expense. For packaging charged separately, the supplier shall reimburse 50% of the invoiced value upon return, provided it is in good condition.
§ 6 Notification requirements
(1) The supplier must notify us in writing at an early stage of any changes to manufacturing processes, materials, or supplier components for products or services, relocations of production sites, as well as changes to testing procedures, equipment, or other quality assurance measures. We are entitled to verify, to the necessary extent, whether such changes could adversely affect the product. Upon request, the supplier must provide the necessary documentation and permit audits to the required extent. Upon request, the supplier shall provide the necessary documents for this purpose and facilitate audits to the extent required.
(2) The supplier may only have an order or substantial parts of an order fulfilled by third parties with Bode’s prior written consent.
§ 7 Inspection of defects – Warranty – Statute of limitations
(1) Notices of defects shall be deemed timely if obvious (visible) defects are reported to the supplier without undue delay, but no later than three (3) business days after receipt of the goods.
Any quality or quantity deviations that are not externally visible shall be reported to the supplier as soon as they are identified in the ordinary course of business.
(2) In the event of a defect, we shall be entitled to choose whether to demand a replacement delivery or the rectification of the defect. If the supplier fails to comply with our request for a replacement delivery or for the rectification of the defect within a period set by us, we shall be entitled to take the necessary measures ourselves or to have them taken by third parties at the supplier’s expense. If it is not necessary to set a deadline, we shall be entitled to this right even without setting a deadline. The right to claim damages, particularly damages in lieu of performance, remains expressly reserved.
(3) The supplier shall bear all expenses incurred in connection with the identification and rectification of defects, in particular inspection costs, transport costs, travel costs, labor costs, material costs, and travel expenses.
(4) For deliveries or parts thereof that cannot be used by us during the period of the defect and/or its remediation, the warranty period shall be extended by the duration of the interruption. For deliveries or parts thereof that have been rectified or replaced, the warranty period shall commence anew from the date on which the defect was remedied. The above extensions of the warranty period shall only apply if the remedy of a defect or a new delivery was the reason for the delay.
(5) The limitation period is 36 months, calculated from the date of transfer of risk. In the event of defects occurring within the warranty period, we are entitled, at our discretion, to assert statutory warranty claims and, subject to statutory requirements, to claim reimbursement of expenses and damages from the supplier. Upon assertion of the claim, the statute of limitations is suspended until the claim is rejected by the supplier.
(6) Section 203 sentence 2 of the German Civil Code (BGB) applies accordingly.
§ 8 Quality Assurance – Product liability – Indemnification – Liability insurance
(1) The supplier shall implement quality assurance measures appropriate in type and scope, in accordance with the state of the art, and must demonstrate such measures to us upon request.
Upon request, the supplier shall enter into an appropriate quality assurance agreement with us.
(2) If claims are asserted against us due to violations of statutory provisions, in particular safety regulations, or under domestic or foreign product liability laws, the supplier shall indemnify and hold us and our customers harmless from all such claims in as far as they are attributable to the supplier’s delivery. This indemnification also includes the costs of a precautionary product recall. We shall inform the supplier of the nature and scope of the recall measures to be carried out, to the extent possible and reasonable, and shall give the supplier the opportunity to comment.
(3) The required notification of the competent authority shall be made in coordination with the supplier in accordance with the provisions of the German Product Safety Act (ProdSG).
(4) The supplier undertakes to maintain adequate insurance coverage against all product liability risks, including recall risks, for the duration of this contract, i.e., until the expiration of the applicable limitation period for defects. Upon request, the supplier shall provide the insurance policy for inspection and confirm that coverage is in force. The supplier must notify us immediately, without being prompted, of any termination of the insurance policy. The scope and amount of warranty claims and claims for damages to which we are entitled shall not be limited by the scope of the insurance coverage. The supplier is hereby informed that we sell our products worldwide.
§ 9 Third-party rights
(1) The supplier warrants to us that the delivery does not infringe any third-party rights. The supplier undertakes to indemnify and hold us and our customers harmless from such claims should a third party assert claims against us due to an infringement of intellectual property rights. This shall not apply if the supplier proves that it is not responsible for the infringement of intellectual property rights.
(2) The supplier is obliged, at its own expense, to provide supplementary performance in the form of remedying the defect so that no third-party rights continue to be infringed. Our further rights to price reduction, rescission of the contract, and claims for damages shall remain unaffected.
(3) For these claims, the limitation period is 36 months, starting from the date of transfer of risk.
§ 10 Retention of title – Provision of tools
(1) Any retention of title by the supplier shall only be binding if it has been agreed with us in writing outside of these General Terms and Conditions of Purchase.
(2) The supplier undertakes to ensure that any tools are used exclusively for the goods ordered by us. The supplier further undertakes to insure such tools against fire, water, and theft damage and to carry out necessary maintenance work. In addition, the supplier shall carry out any necessary maintenance work. We retain ownership of the tools.
§ 11 Export control – Customs
(1) The supplier undertakes to comply with the applicable national and international customs and foreign trade laws. No later than 3 weeks after the order, and immediately in the event of any changes, the supplier must provide us, in writing, with all the information and data we require to comply with foreign trade law for export, import, and re-export, in particular:
- Export control declaration: Confirmation that the delivered goods are not listed in the Export List (Annex AL to the German Foreign Trade Ordinance) or in the EU Dual-Use Regulation and are not subject to any other export restrictions or export licensing requirements. Furthermore, the supplier declares that it is responsible for all obligations arising under foreign trade law. Existing embargo regulations, prohibitions, and restrictions, as well as other limitations, in particular those arising from customs law and from international and/or political measures relating to international trade, shall be complied with.
- All applicable export list numbers, including the Export Control Classification Number (ECCN) according to the U.S. Commerce Control List;
- The statistical commodity code according to the current commodity classification of foreign trade statistics and the HS (Harmonized System) code, and
- the country of origin (non-preferential origin) and, if requested by us, Supplier Declarations of Preferential Origin (for European suppliers) or Certificates of Preference (for non-European suppliers).
(2) If the supplier breaches its obligations under § 11 (1), we shall be entitled to withdraw from the contract. In addition, we shall be entitled to claim compensation for all damages arising therefrom, unless the supplier proves that it is not responsible for the breach. The supplier shall indemnify us in this respect.
§ 12 Sustainability: Social responsibility and environmental protection
(1) The supplier undertakes to comply with environmental and occupational health and safety regulations.
To the extent possible, the supplier should establish an environmental management system in accordance with ISO 14001 and an energy management system in accordance with ISO 50001.
One of the objectives in this regard is to sustainably reduce the relevant impacts on people and the environment in the course of its activities, and to require the same from its sub-suppliers.
(2) If the German Supply Chain Due Diligence Act (LkSG) comes into force, the supplier shall comply with the obligations arising therefrom even if the scope of application of the law would not otherwise apply to the supplier based on the number of its employees.
(3) The supplier shall adhere to the principles of the United Nations Global Compact: e.g., support for and respect for international human rights, elimination of forced and child labor, promotion of environmental awareness, and combating corruption.
§ 13 Non-disclosure – Confidentiality
Drawings, calculations, and other documents and materials provided by us may be used solely for our purposes and only to the extent authorized by us, and may not be reproduced or made available to third parties without our prior written consent. In addition, the supplier shall treat our purchase orders and all related commercial and technical details as trade secrets. The supplier is not entitled to use our trade name or our logo.
§ 14 Place of jurisdiction – Place of performance – Applicable law
(1) If the supplier is a merchant, the place of jurisdiction shall be our registered office; however, we shall also be entitled to bring an action against the supplier at the court having jurisdiction over its place of residence.
(2) Unless otherwise agreed in writing, the place of performance for all delivery obligations shall be the destination specified by us. If no such place is specified, the place of performance shall be our registered office.
(3) The law of the Federal Republic of Germany shall apply; the application of the UN Convention on Contracts for the International Sale of Goods is excluded.
