1. General – Scope

1.1 These General Terms and Conditions of Purchase apply to all deliveries and services (hereinafter referred to as “deliveries”) provided by a seller, contractor, or service provider (hereinafter referred to as “supplier”) for POLY-TOOLS bennewart GmbH.

1.2 Our terms and conditions of purchase apply exclusively; conflicting or deviating terms and conditions of the supplier are not recognized unless we have expressly agreed to their validity in writing. Our terms and conditions also apply if we accept the supplier’s delivery unconditionally while aware of conflicting or deviating terms.

1.3 Our terms and conditions apply only to entrepreneurs in accordance with § 310 (1) BGB.

1.4 Our terms and conditions, in their current version, also serve as a framework agreement for all future contracts for the sale and delivery of movable items with the same supplier, without us having to refer to them in each individual case.

1.5 Individual agreements with the supplier (including side agreements, supplements, and amendments) take precedence over these terms and conditions. The content of such agreements is governed by a written contract or our written confirmation.

1.6 Legally relevant declarations and notices to be made by the supplier after conclusion of the contract (e.g., setting deadlines, reminders, declaration of withdrawal) must be in writing to be effective.

2. Offer – Offer Documents

2.1 The contract is concluded through our written order and the supplier’s acceptance. Acceptance must be made in writing within 5 working days. If the supplier does not accept the order within five working days, we are entitled to revoke it.

2.2 We retain ownership and copyright of illustrations, drawings, calculations, and other documents. They may not be made available to third parties without our explicit written consent and are to be used solely for purposes of our order. They must be returned upon our written request, at the latest after completion of the order. The supplier has no right of retention to these documents.

3. Prices – Payment Terms

3.1 The price stated in the order is binding. All prices are in EURO; invoices must also be issued in EURO. Unless otherwise agreed in writing, the price includes delivery “free to destination,” including packaging. The supplier must take back packaging materials upon our request. The price also includes all ancillary services (e.g., assembly, installation) and incidental costs (e.g., transport, insurance), unless otherwise agreed.

3.2 Invoices must be submitted in duplicate for each order and include the order number. The supplier is responsible for any consequences of non-compliance, unless they can prove they are not at fault.

3.3 Unless otherwise agreed in writing, we pay the price within 14 days from delivery and receipt of a verifiable invoice with a 3% discount or within 30 days net.

3.4 We are entitled to offset and retention rights to the extent permitted by law. We may withhold payment while claims exist due to incomplete or defective deliveries.

3.5 The supplier may only offset or retain claims that are legally established, undisputed, or ready for decision in ongoing legal proceedings.

3.6 The supplier is not entitled to assign claims to third parties, except for monetary claims.

4. Delivery Time

4.1 The delivery date specified in the order is binding.

4.2 The supplier must immediately notify us in writing if circumstances arise that make it apparent the agreed delivery date cannot be met. This does not affect the supplier’s obligation to meet the agreed date.

4.3 In case of delay, we are entitled to statutory claims. Clause 4.4 remains unaffected.

4.4 If the supplier exceeds the delivery date, a contractual penalty of 0.3% per working day of delay applies, up to a maximum of 5% of the total net contract value. This penalty is offset against any delay-related damages. Our statutory claims remain unaffected.

5. Transfer of Risk – Documents – Force Majeure – Termination

5.1 Delivery is “free to destination” to the location specified in our order. If no destination is specified, delivery is to our business premises. Transport insurance will be arranged at our expense unless otherwise agreed.

5.2 Deliveries must include a delivery note stating date, contents (item number and quantity), and our order reference. Missing or incomplete delivery notes do not constitute a fault on our part.

5.3 If non-acceptance is due to force majeure, strikes, or other events outside our control, we may demand delivery at a later reasonable date without the supplier having any claims. If the delay exceeds six months, either party may terminate the contract.

5.4 Either party may terminate the contract for good cause without notice. Good cause exists if continuation of the contract cannot reasonably be expected.

5.5 Suppliers performing work on our premises must comply with applicable safety regulations and plant rules provided upon request.

6. Liability for Defects

6.1 Commercial inspection and complaint obligations (§ 377 HGB) apply, limited to visible defects. Our complaint is considered timely if made within 10 working days.

6.2 Statutory defect claims remain fully valid. We may demand remedy or replacement at the supplier’s expense. Our right to damages remains explicitly reserved.

6.3 The limitation period for defects is 36 months from transfer of risk.

6.4 The limitation period is suspended upon receipt of our written notice of defects.

7. Product Liability – Indemnification – Insurance

7.1 The supplier must indemnify us against third-party claims arising from product defects if the cause lies within the supplier’s control.

7.2 The supplier must cover costs arising from product recalls if attributable to their product.

7.3 The supplier must maintain product liability insurance with coverage of at least €5 million.

8. Intellectual Property

8.1 The supplier ensures that no third-party rights are infringed.

8.2 The supplier must indemnify us against third-party claims related to such infringement.

8.3 Indemnification covers all necessary costs arising from such claims.

9. Retention of Title – Provision – Confidentiality – Subcontractors

9.1 Materials supplied by us remain our property. If mixed with other items, we acquire co-ownership proportional to value.

9.2 Tools, devices, and models provided by us remain our property and must be clearly marked and protected by the supplier.

9.3 The supplier must keep all documents and information strictly confidential, including after contract completion.

9.4 The supplier must treat all contractual and commercial information as confidential.

9.5 Both parties may record and store each other’s data in compliance with applicable data protection laws.

9.6 The supplier may not subcontract work without prior written consent. Subcontractors must adhere to the same confidentiality obligations.

9.10 Our authorized representatives may inspect work progress at the supplier or subcontractor’s premises during normal business hours.

10. Certificates of Origin – Spare Parts

10.1 The supplier must provide certificates of origin, supplier declarations, statistical codes, preference evidence, and other required documents promptly.

10.2 Unless otherwise agreed, the supplier must provide spare parts for 15 years after delivery.

10.3 If production of spare parts is to be discontinued, the supplier must notify us at least 6 months in advance.

11. Jurisdiction – Place of Performance

11.1 German law applies, excluding the UN Sales Convention (CISG).

11.2 Place of performance for any supplementary performance is either our business premises or the delivery destination.

11.3 If the supplier is a merchant or public entity, the exclusive jurisdiction for disputes is our business premises, though we may also sue at the place of performance or supplier’s location.