General Conditions of Purchase

General Conditions of Purchase of the Company BPV GmbH, Hamm

Status: 20 July 2021

The provision of deliveries and services to BPV GmbH is in accordance with the following conditions and any other agreements as may have been concluded. The confirmation of our order, or its execution is deemed to be a consent to these Conditions of Purpose. General conditions of purchase and delivery that deviate from, or supplement, these are also deemed to be not valid even if we should not have explicitly contradicted them in an individual case. The mere referring to a letter from the supplier that includes its General Terms and Conditions or that refers to such, is not deemed to be our consent to the validity of such General Terms and Conditions.

Offer and Order

Offers and cost estimates made by the supplier do not incur costs for us and they also do not place us under an obligation.

The supplier shall explicitly refer to any deviations from our query and additionally offer us alternatives that are more favourable in technical or economical terms. The supplier shall inform us direct should our query include any errors.

Only written orders or orders that are placed electronically are valid. Oral agreements or such that are concluded by telephone, require our written or electronic confirmation. This also has validity for amendments and supplements to the contract.


The supplier is to take out adequate third-party liability insurance cover for personal injury, property damage and pecuniary losses and he is also to uphold this as regards a liability for damage that is caused by him, his personnel, or his representative in connection with provided services and/or completed work or delivered items. The supplier shall provide us with proof of the insurance cover should we request him to do so.

Date of Delivery / Force Majeure

The agreed dates of delivery are binding. Should the supplier be unable to adhere to the date of delivery, he is to inform us of this stating the grounds and the anticipated duration of the delay immediately after he has gained knowledge of this prior to expiry of the date of delivery. This does not abrogate the obligation to adhere to the agreed date of delivery.

The unconditional acceptance of the delayed delivery / performance is not deemed to be a waiver of the claims for compensation that we are entitled to on the grounds of the delayed delivery / performance. An agreed contractual penalty remains in force.

A force majeure, especially industrial action, unrest, official measures, and other unforeseeable, unavoidable, and serious events, exempt the parties to the contract from the obligations to perform for the duration of the disturbance and to the effect of their effect. The affected party to the contract shall immediately inform the other party to the contract of the commencement of the force majeure in writing, including the anticipated duration. The parties to the contract shall then adjust their obligations to the altered situation in good faith. We are however, entitled to repudiate the contract without prior notice should our interest in the performance no longer exist as a result of the commencement of the force majeure.

Invoices, Payments

Our quantity and weights findings and the analyses of the delivery item are exclusively decisive for the invoicing.

Should the supplier reduce its prices and/or should the conditions improve in the period between the placing of the order and the delivery/performance, then the prices and/or conditions that have validity on the date of delivery/performance shall be valid.

The supplier is to issue us with an auditable invoice for each order, that is to include all of the legally stipulated compulsory details pursuant to German law. The invoice is to include our complete order number, and should one exist, the number of the delivery note that has been issued by the supplier. Invoices are to be conform with the information stated in the order as regards the goods description, the price, the quantity, the order of the positions and the position numbers, this then being sent to our invoice address as stated in the order.

Should nothing to the contrary be agreed to, we make payments net within a period of 30 days of receipt of an auditable invoice. Periods of payment commence as from the moment in time that we received invoices that are conform with the aforementioned requirements.

Payments are not deemed to be a recognition of conditions and prices stated in invoices. Our rights on the ground of a delivery and performance that has not been provided correctly, our auditing rights and the right to object to an invoice on other grounds, remains unaffected.

Should deposit payments have been agreed to in our orders, these shall only be paid after receipt of the order confirmation against an events-restricted bank guarantee issued by a renowned German major bank that does not incur any costs for us. The guarantee with the VAT stated, is issued under waiver of the right of contestability (§770 of the German civil code (BGB) and waiver of the right of a waiver of a plea of unexhausted remedies (§771).

Claims for Defects

The acceptance of the delivery / performance is subject to the examination regarding a non-existence of defects, especially concerning the correctness, completeness, and suitability. We shall examine the delivered item in as far as and as soon as this is possible in the ordinary course of business. We shall complain about any defects immediately after we have detected them. The supplier therefore waivers the claim of a late notification of defects in this regard.

In as far as the supplier or its supplier, for which he is responsible for a liability for compensation that we have against thrid-parties on the grounds of a defect, releases us from the obligation to pay compensation in the internal relationship, especially on product liability grounds. The release comprises all costs and expenditure including the costs incurred for legal defence.

Should the supplier act in accordance with supplementary performance obligations in the form of a replacement delivery / remedying of the defect, then the statute of limitation for the replacement product commences again after first delivery / after remedying of the defect, the exception being if the supplier has explicitly reserved the right during the supplementary performance, that the replacement delivery is only being made as a gesture of goodwill, in order to prevent disputes, or in the interest of the continuation with the delivery relationship.

Should the supplementary performance not have been completed within a reasonable period, was it unsuccessful, or was the setting of a deadline not necessary, we can assert the remaining legal rights in connection with defects.

As a form of defence against an acute risk of considerable damage being caused, we can remedy the defect ourselves, have it remedied or obtain a replacement without us issuing a warning to the supplier or setting him a deadline at his expense, should it for reasons of great urgency, no longer be possible to inform the supplier of the defect and the pending damage, in addition to him providing the opportunity to find a remedy himself.

The supplier ensures that the supplied item is free from third-party rights in Germany or in the country of destination, in as far as he has been informed of this.

Should the contractual use of the supplied item be impaired by third-party rights, the supplier has an obligation to either obtaining the right from the person with the authority to dispose of the supplied item at his own expense and in agreement with us, so that we can use the supplied item without restriction and conform with the contract, without us incurring additional costs, or it shall modify the parts of the product/performances concerned so that the protected area is no longer covered by the proprietary right, it nevertheless being conform with the contractual requirements, this notwithstanding his other contractual and legal obligations.

Notwithstanding other legal claims, the supplier shall release us from all third-party claims that are asserted against us on the ground of the infringement of the aforementioned proprietary rights, as long as these are based on a culpable violation of duty on the part of the supplier. In this case, license fees, expenditures, and costs that we incur in connection with the avoidance and/or remedying of proprietary right infringements, are to be borne by the supplier.

Should nothing to the contrary be agreed to, claims for damages on the ground of material defects or defects in title are deemed to be statute-barred for a period of 24 months as from the passing of the risk.


The suppler assumes liability according to the general provisions should nothing to the contrary be agreed to in our orders.

Assignment of Claims

The assignment of claims that exist against us to third-parties, requires our prior written consent that cannot be refused unreasonably. The consent is deemed to have been granted should an extended reservation of title exist.

Should the supplier assign his claim without our consent – this being in contradiction of the previous paragraph –, the assignment is nevertheless effective. We can nevertheless pay to the supplier or the third-party according to our choice with releasing effect.

Third-Party Proprietary Rights

The supplier ensures that the supplied item is free from third-party rights in Germany or in the country of destination, in as far as he has been informed of this.

The parties to the contract shall immediately inform each other in writing, should claims be asserted against one of them on the ground of an infringement of proprietary rights.

Notwithstanding other legal claims, the supplier shall release us from all third-party claims that are asserted against us on the ground of the infringement of the aforementioned proprietary rights, as long as these are based on a culpable violation of duty on the part of the supplier. In this case, license fees, expenses, and costs that we incur in connection with the avoidance and / or remedying of proprietary right infringements, are to be borne by the supplier.

Packaging and Labelling

The supplier shall correctly load and select a suitable packaging for the goods that ensure that damage in transit and during storage can be excluded. The packaging is to be labelled conform with the statutory provisions. The supplier assumes liability for damage resulting from incorrect packaging pursuant to the legal provisions.

Documents and Maintenance of Secrecy

All business or technical information that we grant access to (including features that can be discerned from samples that have been handed over), are as long as and it is not proven that they are not public knowledge, not to be notified to third-parties. They are only to be made available to employees of the supplier that require this for the fulfilment of the contract, they also having been subjected to a corresponding duty of secrecy. Information that we make available to the supplier, remains our property and is not to be duplicated or professionally used without our prior written consent – the exception being in connection with supplies / performances for us –. Upon our demand, all information that we provide (possibly including copies or records), and loaned objects are to be immediately returned to us in full or they are to be destroyed according to our instructions. We reserve all rights in such information (including copyright and the right to register industrial proprietary rights such as patents, utility patents, etc.).

Products that are produced with the assistance of our information, especially drawings, models, etc., or that are produced using our tools, are not to be used by the supplier itself with the exception of his fulfilment of his contractual obligations towards us, it also not being entitled to offer or deliver such to third-parties.

Reference is only to be made to our business connection for advertising purposes or as a reference for thrid-parties, with our prior written consent.

Data Protection

We store and process data provided by our suppliers conform with the legal provisions in as far as this is necessary for the correct handling of the contractual relationships.

Place of Performance, Jurisdictional Venue, Applicable Law

Place of performance is the place to which the goods are to be delivered conform with the order. The place of performance for payments is Hamm.

The exclusive legal venue is Hamm should the supplier be a businessman, a legal entity under public law, or a special fund under public law, this also including legal action taken in bills of exchange and cheque processes. We are however, entitled to take legal action against the supplier at his general legal venue.

German law has exclusive validity. The applicability of the United Nations Convention regarding the International Sale of Goods from 11 April 1980 is excluded.

Escape Clause

Should individual provisions of the contract and/or these General Conditions of Purchase be invalid in part or in its entirety or should such be infeasible, or should their effect no longer be valid later, this has no effect on the validity of the remaining provisions. The parties to the agreement have an obligation to replacing the invalid or infeasible provision with one that comes as close as possible to achieving the the same commercial purpose. This also has corresponding validity should there be an omission in the contract.

These General Conditions of Purchase exist in a German version and in an English one. The German version shall be solely decisive in the event of there being deviations and uncertainties (validate)