Business terms and conditions Boral GmbH

Valid from 01 January 2006

Purchasing Terms and Conditions

The following conditions are relevant for sales contracts and other contracts relating to goods and services provided by the company BORAL GmbH (hereinafter "BORAL") delivered or completed. 

1. Priority

As far as writing and individual contract otherwise agreed, are the legal relationship between the contractor and BORAL basis for the transactions described only the following conditions. Conflicting conditions of the contractor do not apply even if BORAL in individual cases not expressly object to, especially when ordered goods are accepted without question. 

2. Writing 

All orders and any amendments or additions must be made in writing. 

3. Withdrawal 

BORAL has the right to revoke its order free of cost if the contractor shall be confirmed within two weeks of receiving the same. 

4. Deadlines 

4.1 Agreed delivery dates for goods and services are binding. If delays are expected or has occurred, the Contractor shall immediately notify BORAL. 

4.2 of delivery through the fault of the contractor is exceeded (default), then BORAL entitled, without prejudice to their other rights to claim damages. 

4.3 Returns the Contractor or not, within a reasonable time period for BORAL so BORAL is entitled after which a third party to carry out the contract and to require the contractor for the necessary expenses and additional costs. In addition, BORAL has the right to demand compensation instead of performance. The right of the contractor to remedy and the obligation of BORAL to accept the power shall be excluded when BORAL out of time obtained through the self-performance replacement or compensation in lieu of performance. 

5. Prices 

The prices are fixed prices. It shall include all expenses in connection with the contractor to supply the goods and services. 

6. Settlement and delivery 

6.1 on contracts awarded, the contractor may with the consent of BORAL, if it is not merely for the supply of marketable components. Delivery schedules are binding as to the type and quantity of the goods ordered and delivery time. Part delivery is subject to the approval of BORAL. 

6.2 Each delivery is a delivery note that indicates the order of BORAL and the name of the content on the type and quantity. 

6.3 In the devices, a technical description and instructions for use are supplied free of charge. For software products, the delivery period only met if the full (systems and user) documentation has been delivered. For programs produced specifically for BORAL also capture the program in source form must be delivered.

7. Invoices, payments 

7.1 Invoices are BORAL submitted in duplicate, separated from the shipment, and must in the text of our order numbers match and contain our order number and the date of the order. The number of the delivery note is to be mentioned. Accounts which do not contain all this information will be returned, must not be considered as received, so do not constitute a due date and are to be taken from your Mahnevidenz. 

7.2 The deadline for paying the bill begins with the receipt of a proper, verifiable invoice (date for receipt - not the invoice date) or following the acquisition of goods or service business day, whichever date is later. Calculations, the defect or defects do not constitute maturity and can be returned by us at any time. In the latter case, the due date established only with the receipt of the corrected invoice. Lack of shipping documents, received by an office other than that body, omissions or mistakes delay the running of the payment period by as many days as the remedying of defects caused by the contractor is needed. The duration of the suspension of the audit is to be considered in your calculations Mahnevidenz or are objected to take from your Mahnevidenz. Payment does not recognize the goods or services as contracted. In case of incorrect or incomplete delivery of goods or services BORAL is without prejudice to its other rights, the compensation payment to all claims arising from the business relationship to a reasonable extent until the proper remedy to restrain and without loss of rebates, discounts and similar payment benefits. 

7.3 The payment due date following the next payment run with a payment of our choice. 

8. Legal regulations 

8.1 All goods and services, the provisions of the regulation on hazardous substances and the safety recommendations of German professional bodies and associations, such as VDE, VDI, DIN to note. Relevant certificates and documents must be supplied free of charge. 

8.2 For deliveries and the performance of the Contractor solely for compliance with the accident prevention rules and regulations. Thereafter, necessary protective devices and any manufacturer's instructions are supplied free of charge. 

9. Of risk, loss, property rights 

9.1 Irrespective of the agreed exemption, the risk for delivery without installation or assembly upon receipt at the specified BORAL shipping address for delivery with installation or installation with a successful conclusion, which is documented by the acceptance report on BORAL. The mere use by commissioning or BORAL does not replace the formal acceptance. 

9.2 If delivery of goods under reservation BORAL is entitled to sell in the ordinary course of business. No later than the payment of the full fee will BORAL owners. 

10. Inspection and complaint, investigation costs 

10.1 Obvious defects in the delivery or service is BORAL the contractor as soon as they are detected in the normal course of business process, without undue delay. For any defects that BORAL within four weeks, the contractor agrees to waive any statute of limitation. 

10.2 receiving inspections are randomly made. BORAL is entitled to delivery in excess of the specified quality levels of BORAL completely rejected or check at the expense of the Contractor to 100%. 

10.3 Sends BORAL the defective goods back, so BORAL is entitled, regardless zurückzubelasten on the amount of the expenses incurred, the contractor will invoice amount plus an administration fee of 5% of the price of the defective goods. The flat rate is not more than 550.00 EUR per return. Evidence of higher expenses reserves BORAL extended. 

11. Liable for material defects and deficiencies 

11.1 Defective goods must be replaced immediately with defect-free deliveries and repeated poor performances free of defects. In the case of replacement or repetition is a remedy failed (§ § 440, 636 BGB), if the defect is not eliminated after the second attempt at rectification. In the case of design or construction errors, a remedy is considered to be unreasonable (§ 440 BGB) and BORAL to promptly enforce the measures provided for in section 11.4 rights. 

11.2 During the period during which the subject goods or services is not in custody of BORAL, the contractor bears the risk. 

11.3 In urgent cases - especially if the safety or to avoid extraordinarily high damages - and also in order to eliminate minor defects, BORAL is entitled to the deficiency and any damages resulting therefrom to eliminate the expense of the contractor or have it removed by a third party. This shall also apply in other cases, where one of the BORAL reasonable time period has elapsed. This also applies even if the supplier delivers late or services and BORAL therefore any defects rectified immediately to avoid its own failure to deliver. 

11.4 In BORAL does not opt for self-performance, BORAL added after the unsuccessful expiry of a reasonable time period for their otherwise have the option to either cancel the contract or reduce the contract price (reduction). Besides these two choices left for BORAL reserve the right to claim damages. 

11.5 Goods supplied must be free of rights. Upon delivery of computer software, the contractor warrants that it has all necessary rights, especially property, to transfer the programs. 

11.6 Unless otherwise agreed in individual contracts, the warranty period for defects 24 months after passage of risk under 9.1. The running of the guarantee is suspended for the period beginning with the dispatch of the defects by BORAL and with the acceptance of non-defective good or service by BORAL. For a reworked or alternatively delivered or repeated part of the delivery or service referred to in sentence 1 shall begin with the acceptance of non-defective goods or services to run again. 

11.7 Legal claims and rights which remain as the client is entitled BORAL, the remaining terms. 

12. Consultant is performing substantially the same or similar goods or services, despite repeated written notices by BORAL again defective or late, then the remedy be deemed unreasonable and BORAL to cancel the order right, even in respect of such goods and services resulting from the contractor the underlying or any other contract is obligated to provide for the future of BORAL. 

13. Exemption for material and legal defects 

The Contractor shall BORAL from all claims by third parties - for whatever legal reason - rise due to a defect or a defect or other fault of the contractor delivered product against BORAL, BORAL and reimbursed the necessary costs arising from legal prosecution. 

14. Technical documentation, tools, manufacturing equipment 

14.1 derived from BORAL technical documents, tools, drawings, specification sheets, etc. constitute intellectual property and are subject to copyright of BORAL.To the extent necessary to process the order, BORAL granted the contractor a temporary, non-exclusive right to use the said copyright, which ends when the contract is settled. By BORAL provided technical documentation, tools, standard sheets, production facilities, etc. remain the exclusive property of BORAL and all copyrights remain also at BORAL. You have to be returned without being asked BORAL including all appropriate duplicates made immediately upon execution of the order, so far, the contractor is not entitled to assert a lien against BORAL. The contractor may use the items mentioned only to complete the order and not unauthorized third parties or otherwise make available. Any copying or reproduction of the aforementioned items shall only be permitted when it to execute the order issued by BORAL is absolutely necessary. 

14.2 If the Contractor for BORAL the items mentioned in 14.1 forth in part or in whole at the expense of BORAL, then according to 1.14. In this case, BORAL contribute proportionately to the cost of production and exchanges for joint ownership of the items that will keep the contractor free of charge for BORAL.BORAL can, however, acquire the rights to the item with replacement unamortized expenses and reclaim the object by the contractor. 

15. Provision of Material 

15.1 On the part BORAL material provided shall remain the property of BORAL and is free of charge by the contractor and the diligence of a prudent business person separate from other property of the contractor to keep the property and as BORAL-marked. It may only be used to implement the order issued by BORAL. 

15.2 Processes of the contractor-supplied materials or by BORAL is he, then any such activity is solely for BORAL. BORAL is the direct owner of arising from this new stuff. Makes the material provided only part of the new stuff from, so BORAL acquires ownership of the new items according to the proportion that corresponds to the set aside by BORAL material value. 

16. Confidentiality 

16.1 The contractor is required to provide information or knowledge which he received in connection with the submission of an offer or the issuance of an order by BORAL how to handle a trade secret confidential and not disclose, unless the contractor has BORAL after, that this information is already known to offer submission or were it subsequently from a third party without authorization have been made available without confidential or that they were generally available and were subsequently without the contractor would have to represent this and without him this responsible. 

16.2 The manufacturing for third parties, the presentation of specially for BORAL, especially after BORAL drawings or - manufacturing specifications manufactured products, publications on the subject of need by BORAL commissioned payable and the reference to an order by BORAL to a third party's expressprior written consent of BORAL. 

17. Severability 

If any provision of this treaty will be invalid, this shall be the effectiveness of present conditions in the rest of prejudice. 

18. Performance, jurisdiction, law 

18.1 performance shall be the delivery address. 

18.2 jurisdiction, provided that the seller is a merchant, Friedberg / Hessen. In addition, BORAL is also entitled to collect the general jurisdiction of the contractor's claim. 

18.3 The contractual relationship is the substantive law of the Federal Republic of Germany, however, apply excluding the referral rules of private international law. 

19. Contract changes 

Any amendment and supplement to a previously placed order shall be in writing. This can be waived only in writing. 

20. Marking goods require an export license 

They will identify and specify the tariff number and the number of the German Export List. They will also make aware of your order confirmation or invoice to requiring an export license or USReexportbestimmungen subject positions and tell us next to the appropriate list number and the export tariff code number.

© Copyright 2009-2010 Boral GmbH

Delivery and Payment terms & conditions

Similarly, all goods and services are the following shipping and payment. Any other terms and conditions of Purchaser is expressly prohibited. These Terms and Conditions apply only if we expressly confirm them in writing. Acceptance of the delivered goods are considered as recognition of our conditions. 

1. Prices / Payment 

1.1 We calculate the day of delivery prices, in EURO (EUR), unless otherwise specified, plus the corresponding value added tax surcharge. Prices are ex works, for immediate payment without discount, unless special terms are agreed. 

1.2 In excess of the payment deadlines connect all the legal consequences of default, without special warning. Particular, we reserve the charging of interest at the applicable rate charged by our bank, they exceed the amount of statutory interest rate of 8% above the base rate. In addition, the total balance independently of any credit terms for immediate payment. 

1.3 In special, we reserve the right to charge reasonable prices and a reasonable deviation of the agreed delivery amount, the excess amounts are to be accepted. Based on the order size is a deviation of + / -10% as agreed. 

2. Delivery 

We strive to meet the specified deadlines. These, however, unless expressly agreed otherwise, without obligation. Our contractual obligations are subject to our own proper and timely delivery by our suppliers. 

3. Performance and transfer of risk 

3.1 performance for the delivery is the seat of the / our respective supply plant. Place of payment is our business. 

3.2 For shipping, the risk passes to the buyer as soon as we have the goods to the carrier chosen by us, or for routing the order specified by the customer carriers to pass. 

4. Packaging Unless otherwise agreed, we will take packing material back only as far as we are required to do so under the packaging regulations. 

5. Defects Warranty and defects 

5.1 If objections arise, despite the greatest attention, in accordance with § 377 HGB obvious defects immediately or at least delay it within 14 days of receipt of the goods and hidden defects after their discovery, otherwise the goods shall be deemed approved. 

5.2 defects shall expire 12 months after delivery of the goods supplied by us to our customer. The foregoing provisions shall not apply where the law according to § 438 paragraph 1 No. 2 BGB (buildings and building materials), § 479 paragraph 1 BGB (recourse) and § 634 paragraph 1 BGB (structural defects) longer periods. Before returning any product our consent must be obtained. 

5.3 If, despite all due care and attention we have the goods delivered a defect that existed at the time of transfer of risk, we are the goods, subject to timely notice under our option, repair or replace goods. , We always have the opportunity to remedy within a reasonable time. 

5.4 If subsequent performance fails, the customer - can cancel the contract or reduce the remuneration - irrespective of any claims. Compensation for wasted expenditure can not ask the customer. 

5.5 Warranty claims shall not be admissible deviation from the agreed quality, of only minor impairment of usefulness, of natural wear and tear and damage caused by the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment or special external influences which are not provided under the contract. If the customer or third party made improper repairs or modifications made for this and the consequences resulting therefrom likewise excluded. 

5.6 Claims by the Purchaser for the purpose of supplementary performance, in particular transport, travel, labor and material costs are excluded, unless the expenses increase because the delivered goods are subsequently moved to a location other than the premises of the customer been removed is, unless doing so complies with its intended use. 

5.7 Any recourse claims against us only in so far as the customer has with its customers made about the mandatory statutory warranty claims agreements. For the scope of the right of recourse against the Supplier Item 5.6 shall apply accordingly. 

5.8 Further beyond or other than those stipulated by Item 5 of the claims against us or our agents due to a defect are excluded. 

5.9 Other For our damages and reimbursement of expenses the Purchaser shall apply in the rest of the provisions of Item 7 

5.10 In the case of fraudulent concealment of a defect or in case of accepting a guarantee of the quality of the goods at the time of transfer of risk within the meaning of § 443 BGB (seller that the purchased item at the risk transfer a certain property, and that the seller to be strictly wants to stand up all they do not), the rights shall be exclusively governed by the law. 

6. Industrial property and copyrights; defects 

6.1 Unless otherwise agreed, we are committed to deliver only the country of the destination, unencumbered by intellectual property rights and copyrights of third parties (the "Rights"). If a third party for infringement of property rights provided by the supplier, raised contract used in conformity with legitimate claims against the customer, we are liable to the Purchaser within the time limits specified in paragraph 5.1 above as follows: 

a) We will at our choice at our expense for the deliveries either obtain a right to use, modify them so that the property right is not infringed, or exchange. If we can not reasonably possible, then the Purchaser to the statutory rights of withdrawal and reduction. Compensation for wasted expenditure can not ask the customer. 

b) In respect of claims subject to the provisions of Item 7 

c) our above obligations shall only apply if the customer notifies us by the third party claims asserted in writing without delay, injury, and all and leaves any protective measures and settlement negotiations. If the Purchaser stops using the Supplies in damage or for other good reason, he is obliged to notify the third party that, with no acknowledgment of the alleged infringement. 

6.2 Claims of the Purchaser shall be excluded if it is responsible for the violation. 

6.3 Claims of the Purchaser shall also be excluded if the infringement is caused by specific demands of the customer by not foreseeable by us or by the fact that the delivery of the Customer modifying or together with goods not supplied by us is used. 

6.4 apply in the case of property rights violations for the accordance in point 6.1 a) with respect to claims of the customer in the rest of the provisions of paragraphs 5.3 and 5.7. 

6.5 If there are other defects of the provisions of paragraph 5 shall apply accordingly. 

6.6 Other claims or claims other than those stipulated in this Section 6 of the claims against us or our agents due to a defect are excluded. 

6.7 In case of fraudulent concealment of a defect or in case of accepting a guarantee of quality of the goods at the time of transfer of risk within the meaning of § 443 BGB (seller that the purchased item at the risk transfer a certain property, and that the seller is strict for all will stand up they do not), the rights shall be exclusively governed by the law. 

7. Other compensation claims 

7.1 In the event of a pre-contractual, contractual and / or extra-contractual obligation, even with a defective delivery, tort and product liability, our liability for damages and reimbursement of costs - subject to further contractual or statutory liability requirements - only in case of intent, gross negligence as well as in the case the breach of a contractual obligation (a duty the violation endangers the purpose of the contract) for negligent injury. However, our liability - limited to the foreseeable when the contract contract damages - except in the case of deliberate action. The assertion of futile expenses by the customer is not allowed. 

7.2 for delay damages, we are liable for negligence only in the amount of up to 5% of the agreed purchase price. 

7.3 Except in the case of breach is a liability for ordinary negligence. The provision of Section 7.2 remains unaffected. 

7.4 apply the provisions of paragraphs 7.1 to 7.3 shall liability exclusions and limitations not in the case of accepting a guarantee of the quality of the goods within the meaning of § 443 BGB, in the case of fraudulent concealment of a defect in the case of damage of injury to life, limb or health or in cases of strict liability under the Product Liability Act. 

8. Liability of drawings, illustrations, dimensions and weights 

Drawings, illustrations, dimensions and weights are approximate only, unless they are expressly designated as binding. The buyer is responsible for ensuring that design drawings submitted by him to intervene in the rights of third parties not, he must hold us harmless from claims for damages. 

9. Documents 

Documents supplied by us may be made available to third parties or duplicated or used otherwise than for the agreed purpose. 

10. Retention of title 

10.1 The goods until full payment of all, including any future claim our property. 
The buyer is entitled to process and sell the goods subject to the following provisions: 
If the goods are processed by the customer or remodeled, we are regarded as a producer within the meaning of § 950 BGB and acquire ownership of the intermediate or final products. The processor is merely the custodian. If the reserved property is connected with the rest of us do not belong, or processed, acquire the ownership of the new object in proportion to the value of the goods to the other items. 

10.2 The goods may only be normal and ordinary course of business and only be sold if claims from re-sales are not assigned to third parties. To the purchaser from the resale of any monies owed shall upon conclusion of the contract with us as assigned to us and also to the extent that our goods is connected with other objects or processes. In this case, the assigned claims serve as our security only in the value of the respective goods sold. We are the assigned debts as long as the customer meets his payment obligations, not collect. The buyer is obliged to give us upon demand the garnishee and show the assignment. He is entitled to collect the receivables as long as itself, as received from us no order is issued. The amounts collected by it, he immediately paid to us when our accounts are due. 

10.3 Pledges Pledging of the goods or the assigned claims are inadmissible. The customer must inform us of any third party access to the reserved supplied goods or the assigned claims. We undertake to release the assigned claims at our discretion if they exceed our secured claims by more than 20% and are derived from fully paid goods. 

10.4 In the event of breach of duty, especially concerning payment, we are entitled to rescind and recover the buyer is obliged to surrender. The withdrawal or enforcement of the title does not require withdrawal on our part, these actions or a seizure of the goods shall not constitute a withdrawal from the contract, unless we have expressly declared. 

10.5 If, on sales in countries where the subject in this Item 10 is not permitted with the same effect as under German law, the goods remain up to pay all our debts incurred from the sale of goods contract our property. If the latter, retention is not permitted with the same effect as under German law, but it is permissible to reserve other rights to the goods, we shall be entitled to exercise these rights. The buyer is obliged to cooperate in actions that we want to protect our ownership interest or the equivalent right to the goods. 

11. Instructions for electronic commerce 

Case we use for the purposes of § 312 e BGB for the purpose of concluding a contract for the supply of goods or the provision of services of a tele-or media services (electronic contract), dispensed with the customer: 

a) the provision and explanation of a system by which it can detect input errors before submitting an order and correct and 

b) with respect to information 

ba) to contract the steps involved 
bb) the storage of the contract so concluded and its accessibility for the customer, 
bc) the contract for the available languages. 

12. Governing Law and Jurisdiction 

12.1 on all of the sales contract legal relationship justified the substantive law of the Federal Republic of Germany by excluding reference rules of private international law and the rules of the UN Sales Convention on Contracts for the International Sale of Goods (UN CISG ") applies. 

12.2 Place of jurisdiction for both parties, in exchange matters, is our business. If we become the plaintiff, we are entitled to charge even at the place of action. 

© Copyright 2009-2010 Boral GmbH