1. GENERAL
1.1 These General Terms and Conditions of Purchase (“Terms and Conditions of Purchase”) of BLOCK Transformatoren-Elektronik GmbH, Max-Planck-Strasse 36-46, 27283 Verden (“BLOCK”) apply exclusively to companies within the meaning of Section 14 BGB [Bürgerliches Gesetzbuch - German Civil Code] i.e. natural persons or legal entities, also under public law and under special public law funds, which, in respect of the delivery of the goods, are acting in the performance of their commercial or independent professional activities (“Supplier”).
1.2 Our Terms and Conditions of Purchase shall apply exclusively. We do not acknowledge any general terms and conditions of the Supplier which are contrary to or differ from our Terms and Conditions of Purchase unless we have expressly approved their validity in writing. Our Terms and Conditions of Purchase shall also apply if we accept or pay for deliveries of products and services of the Supplier (“Goods”) in the knowledge of terms and conditions of the Supplier which are contrary to or differ from our Terms and Conditions of Purchase. Terms and conditions of the Supplier shall not apply even if we do not separately object in individual cases to their validity.
1.3 Our Terms and Conditions of Purchase shall also apply to all deliveries and services by the Supplier to us in the future until our new Terms and Conditions of Purchase apply.
2. CONCLUSION OF CONTRACTS AND AMENDMENTS OF CONTRACTS, PRICES
2.1 Purchase orders, the conclusion of contracts, acceptance of quotations and call-offs for delivery and their amendments and modifications shall only be valid when given in writing or text form.
2.2 Verbal agreements prior to or when concluding a contract shall only be valid when confirmed in writing or text form by our Purchasing Department.
2.3 Cost estimates of the Supplier are binding and shall not be remunerated unless otherwise expressly agreed.
2.4 If the Supplier does not accept our purchase order within 8 working days of receipt (order confirmation), we shall have a right of revocation unless our purchase orders expressly include another binding period. Call-offs for delivery shall be binding unless the Supplier objects to them within five working days of receipt.
2.5 The agreed prices are fixed prices and include additional charges of any kind. Costs for packaging and transport until unloading at the place of use specified by us and for customs clearance formalities and customs duties are included in these prices.
3. DELIVERY
3.1 Deviations from our contracts concluded and purchase orders shall only be admissible with our prior consent in written or text form.
3.2 The order date, contact partner and purchase order reference number (purchase order number) and the respective BLOCK article number must be indicated on all delivery documents (delivery note, consignment notes etc.), all invoices and all correspondence with us.
3.3 Agreed dates and periods are binding. The specification of non-binding or “approximate” delivery dates by the Supplier is not admissible. Compliance with the delivery date or delivery period shall be determined by receipt of the Goods at our company. If delivery “ex works” is not agreed (but e.g. CIP, CPT or DDP pursuant to Incoterms 2020), the Supplier shall make the Goods available in due time, taking account of the time for loading and dispatch to be agreed with the freight forwarder. Where a calendar week is agreed as delivery date, the last date shall be Friday of that week. Delivery shall be made in principle to the address agreed in the purchase order resp. the address agreed with the Supplier. In the absence of an express agreement, the Goods shall be delivered to our registered office in Verden.
3.4 If agreed dates are not complied with, statutory provisions shall apply. If the Supplier anticipates difficulties regarding the production, supply of primary material, compliance with the delivery date or similar circumstances which could prevent the Supplier from supplying on schedule or supplying in the agreed quality, the Supplier shall notify our Purchasing Department immediately in writing or text form.
3.5 Unconditional acceptance of a late delivery or service shall not constitute a waiver of claims for compensation, to which we are entitled due to the late delivery or service. This shall apply until the remuneration owed by us for the delivery or service in question has been paid in full.
3.6 We shall only take delivery of the quantities or numbers of items ordered by us. Excess deliveries or short deliveries shall only be admissible after previous arrangement in written or text form with us or if they are reasonable for us.
3.7 If the deliveries resp. services are protected by the Supplier’s copyrights, the Supplier shall grant us the irrevocable, transferable right, unlimited in time, location and content, to use the delivery resp. service at our discretion for all types of use without charge, in particular to reproduce, disseminate, display, modify and process the delivery resp. service. Apart from the right to use software, which is part of the scope of the product delivery, including its documentation, to the extent permitted by law (Sections 69a et seq. Urhebergesetz (UrhG) [German Copyright Act]), we shall have the right to use software with the agreed performance features and to the extent required to use the product as provided in the contract. We may also make a back-up copy without express agreement.
3.8 The Goods shall be packed in accordance with the respectively applicable statutory packaging regulations and in principle so as to ensure that transport damages are prevented. Packaging materials shall be used only to the extent required to achieve that purpose. Only environment-friendly, non-toxic, easily recyclable packaging materials may be used. Reuse systems are to be preferred. The Supplier’s obligation to take back packaging is governed by statutory provisions.
3.9 It must be possible to unload the Goods in principle without a ramp. Freight forwarders used by the Supplier must be required to assist us appropriately during unloading.
4. FORCE MAJEURE
If a case of force majeure exists, this shall entitle the affected party to postpone the fulfilment of its performance obligation accordingly without compensation. "Force Majeure" means the occurrence of an event or circumstance which prevents a party from performing one or more of its obligations under the contract if and to the extent that the party affected by the impediment proves that: (a) such impediment is beyond its reasonable control; and (b) it was not reasonably foreseeable at the time the contract was made; and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected party (for example, governmental action, epidemics, riots, strikes, lockouts, fire, machinery breakdowns, shortages of materials or energy supplies or logistics services and infrastructure, transportation disruptions). The party invoking a case of force majeure is obliged to inform the other party of such circumstances immediately upon becoming aware of them. If a delayed performance due to the aforementioned events is unreasonable for one party, this party is entitled to withdraw from the contract.
5. NOTICE OF DISPATCH AND INVOICE
The information in our purchase orders and call-offs for delivery shall apply. One copy of the complete and valid invoice must be addressed to the respectively printed address, indicating the invoice numbers and other identifiers. It may not be enclosed with the shipments. The sending of invoices in digital or electronic form shall require our prior written consent.
6. PRICING AND PASSING OF RISK
Unless otherwise specifically agreed, prices are delivered, duty and tax paid (DDP pursuant to Incoterms 2020) including packaging. Value added tax is not included. The Supplier shall bear the risk of accidental loss (passing of risk), unless otherwise agreed, until acceptance of the Goods by us or our representative at the place where the Goods are to be delivered according to the order.
7. TERMS OF PAYMENT
7.1 Unless otherwise specifically agreed, we shall pay invoices either within 14 days less a 3 % cash discount or within 30 days without deduction as of the due date of the request for payment and receipt of both the invoice and the Goods resp. provision of the service at our company. Payment shall be subject to verification of the invoice.
7.2 Invoices that are not correctly submitted (i.e. accurate, complete, valid and auditable) shall be deemed received by us only when correct. The term of payment for invoices shall begin upon receipt of a complete, proper, valid and auditable invoice and the agreed certificate. Where a delivery/service is defective, we shall have the right to withhold a proportionate amount of the payment until proper performance. We shall only be in default if the Supplier has sent us a written reminder and we have no justified reasons for withholding the proportionate amount of the payment until full performance according to the contract.
8. WARRANTY, PRODUCT LIABILITY
8.1 The Supplier warrants that all deliveries/services conform to the state of the art, comply with the relevant legal provisions and the regulations and guidelines of authorities, employers’ liability insurance associations and trade associations. If deviations from these regulations are necessary in individual cases, the Supplier must obtain our written consent for this. This consent shall not limit the Supplier’s liability for defects. If the Supplier has reservations about the nature of the execution requested by us, the Supplier shall notify us immediately in writing.
8.2 In the event of defects, we shall be entitled to full legal claims. By way of derogation from this, the warranty period is, however, 36 months as of passing of risk, in the case of defects of title, 5 years as of passing of risk. If, in individual cases, the law stipulates a longer warranty period (e.g. for building materials), this longer period shall apply. The period of limitation for parts of the delivery overhauled or repaired within the period of limitation for our claims for defects shall start to run again as of the date on which the Supplier has fulfilled our claims for supplementary performance in full unless we had to assume from the Supplier's conduct that he did not consider himself obliged to take the measure, but only carried out the replacement delivery or rectification of defects as a gesture of goodwill or for similar reasons.
8.3 The Supplier undertakes, where economically and technically feasible, to use environment-friendly products and processes for its deliveries/services and also for supplies or ancillary services of third parties. The Supplier shall be liable for the environmental compatibility of the products and packaging materials supplied and for all consequential damages incurred by violation of legal disposal obligations.
8.4 We shall notify the Supplier of obvious defects in deliveries/services immediately in writing as soon as they are detected in the normal course of business. Notification within seven calendar days of receipt of the delivery by us shall in any case be deemed immediate in this sense. In the case of hidden defects, notification within seven calendar days of discovery shall be deemed immediate.
8.5 The Supplier shall be obliged to indemnify us against damage claims if they should be asserted against us by third parties due to defects in delivery unless the Supplier is not responsible for the defects. In the event of defects of title, the Supplier shall furthermore indemnify us against third-party claims in this respect, including the customary costs of legal defence and our administrative costs. If the Supplier has produced its delivery or service according to documents provided by us or at our express instruction and could not have known that this would infringe third-party property rights, the indemnity obligation under the foregoing sentence shall not apply.
8.6 If a claim is asserted against us for violation of official safety regulations or by reason of domestic or foreign product liability regulations or laws because of the defectiveness of our products which is attributable to the Supplier’s Goods, we shall then have the right to request compensation for this damage from the Supplier if this was caused by the products delivered by the Supplier and the supplier is either the manufacturer or we were entitled to assume that he is the manufacturer on the basis of his conduct when placing the order. Any liability of the supplier for other reasons (e.g. if he is an importer or quasi-manufacturer and is therefore responsible under product liability law) shall remain unaffected. The damage to be reimbursed shall also include the costs of a precautionary recall action if and to the extent that we were obliged to do so or could consider ourselves obliged to do so.
8.7 The Supplier shall carry out a state-of-the-art quality assurance of a suitable type and scope and shall prove this to us upon request. To the extent that we deem this necessary, the Supplier shall conclude a corresponding quality assurance agreement with us. In addition, the Supplier shall insure itself against all risks arising from product liability, including the risk of recall, to an appropriate amount and submit the insurance policy to us for inspection upon request.
9. PROPERTY RIGHTS
9.1 The Supplier guarantees and warrants that all Goods are free of third-party property rights and in particular that the delivery and use of the Goods does not infringe patents, licences or other third-party property rights.
9.2 The Supplier shall indemnify us and our customers against third-party claims from any infringement of property rights and shall also bear all costs incurred by us in this connection.
9.3 We shall have the right, at the Supplier’s expense, to obtain approval from the rightholder to use the Goods in question.
10. LIABILITY OF THE SUPPLIER
The Supplier shall be liable in an unlimited amount, according to statutory provisions, in particular for its own culpable breach of duty and culpable breach of duty by its legal representatives or vicarious agents.
11. LIABILITY OF BLOCK
11.1 We shall not be liable for claims, in particular not for claims by the Supplier for damages or reimbursement of expenses, for whatever legal reason, and/or in the case of breach of duty arising from the obligation and from tortious acts.
11.2 The above exclusion of liability shall not apply
in the case of intentional or grossly negligent breach of duty;
in the case of violation of material contractual obligations; material contractual obligations are obligations, the fulfilment of which determines the contract, and on which the Supplier may rely;
- in the event of injury to life, limb and health;
- in the case of liability under the Produkthaftungsgesetz [German Product Liability Act] or other mandatory statutory basis for liability.
11.3 If we or our vicarious agents are responsible only for slight, normal or gross negligence and none of the cases in paragraph 11.2 in bullet points 3or above exist, our liability shall be limited in amount, also in the case of violation of material contractual obligations, to the foreseeable damages typical for the contract at the time the contract was concluded.
11.4 Any further liability shall be excluded.
11.5 Exclusion resp. limitation of liability according to paragraph 11.1 to 11.4 above and paragraph 11.6 shall apply to the same extent for the benefit of our executive and non-executive employees and other vicarious agents as well as sub-contractors.
11.6 There is no connection between the reversal of the burden of proof and the foregoing provisions.
12. QUALITY AND DOCUMENTATION
12.1 The Supplier shall continuously verify the quality of the Goods. The Supplier shall notify us of any potential improvements immediately. The Supplier shall notify us immediately in writing of any recognizable errors in specifications and foreseeable complications.
12.2 If minimum and/or maximum values of parameters are specified in a purchase order, the specified maximum values may not, unless otherwise agreed in writing, be exceeded in any area of the delivery item or product. Values must not fall short of the specified minimum values in any case and throughout the entire process. This shall be assured and documented by suitable test and measurement procedures. We shall have the right to request the publication of the results of such verification in writing at any time and without additional costs.
12.3 Product-specific and/or technical documentation, certificates of conformity and other documents, certificates and operating instructions required for the Goods of their use at our option in German or English, and the marking of the parts and product and/or its packaging required by law shall be included in the scope of delivery without separate charges.
12.4 The Supplier shall ensure that the delivery items can be traced exactly through batches.
13. RIGHTS TO RETENTION OF TITLE
We can use and/or resell the delivered Goods without any limitation in the ordinary course of business.
14. EXECUTION OF WORK
Employees, vicarious agents and subcontractors of the Supplier who carry out work at the business premises in the performance of the contract shall comply with the provisions of the respective site rules. The Supplier is obliged to inform these persons of this separately and clearly.
15. CONTRACTUAL PENALTIES
If the Supplier culpably defaults in remedying a defect or in a delivery, we shall have the right to request lump-sum damages due to default in the amount of 0.2% of the net remuneration agreed for the defective resp. delayed delivery and/or service per working day (Monday to Saturday) of default but at most 5% of the agreed net remuneration for the defective resp. delayed delivery without further proof of damage. The Supplier shall, however, have the opportunity to prove to us that we incurred no damage or materially lesser damage. This shall not affect further legal and contractual claims on our part. The above lump-sum damages shall be set off in full against any further damage claim.
16. PROVISION OF MATERIALS AND TOOLS
16.1 Substances, parts, containers and special packaging provided by us shall remain our property. They may only be used for their intended purpose. Substances shall be processed and parts assembled for us. It is understood that we are co-owner of the products manufactured using our substances and parts, which are held in safekeeping for us by the Supplier in this respect, in the ratio of the value of the materials provided to the value of the product as a whole.
16.2 Models, test devices, tools and other manufacturing resources (hereinafter referred to as “manufacturing resources”), which we make available to the Supplier, shall remain our property and may not be used by the Supplier for purposes other than the execution of the delivery to us, reproduced or made accessible to third parties without our prior written consent. Our manufacturing resources shall be marked as our property and shall be carefully stored and insured by the Supplier.
17. DOCUMENTS AND CONFIDENTIALITY
17.1 All business, technical or product-related information, especially calculation data, manufacturing specifications, internal production information and data, of whatever kind, made accessible by us to the Supplier, including other development or manufacturing specifications to be taken from any items, documents or data provided shall not be disclosed to third parties and may only be made available to those persons at the Supplier's own company who must necessarily be involved in their use for the purpose of the delivery or service to us and who are likewise bound, in as far as this is permitted with respect to employees under labour law, in writing to confidentiality. They shall remain exclusively our property. This shall not apply insofar and as long as such information is proven to be in the public domain or a legal or official obligation of disclosure exists. Such Information may not be reproduced or used commercially, other than for deliveries to us, without our prior written consent.
17.2 We reserve all rights to such information (including copyrights and the right to apply for industrial property rights such as patents, utility models, semiconductor protection etc.). In the event such information was made accessible to us by third parties, this retention of rights shall also apply for the benefit of such third parties.
17.3 Products manufactured in accordance with documents drafted by us e.g. drawings, models and the like or in accordance with our confidential information or with our tools or reproduced tools may neither be used by the Supplier itself nor offered or supplied to third parties. This shall also apply mutatis mutandis to our printing orders.
17.4 Any documents sent shall be sent at the Supplier’s risk. The risk of any deterioration including accidental loss shall, therefore, remain with the Supplier until they are delivered to the place of use requested by us.
18. COMPLIANCE / OBLIGATION TO COMPLY WITH RELEVANT LAWS AND REGULATIONS, DUTY TO INFORM
18.1 We have declared the notion of compliance to be a key corporate value. We therefore expect the Supplier to comply with the applicable national legal provisions in the course of its business activities for and with us; the Supplier is also obliged to do so. This applies in particular to statutory provisions on the protection of workers and employees, compliance with human rights, the prohibition of child labor, the criminal liability of corruption and the granting of advantages of any kind as well as environmental protection, etc. Furthermore, we expect the Supplier to communicate these principles and requirements to its subcontractors and suppliers and to encourage them to comply with these laws as well.
18.2 The Supplier undertakes to check its products to determine whether they are subject to prohibitions, restrictions and/or authorization requirements in international trade (e.g. with regard to EU sanctions against Russia (Regulation (EU) 2023/1214), Dual-Use Regulation, US re-export regulations, etc.) and, if applicable, to mark these accordingly and unequivocally with comprehensible information in its offers, order confirmations and all accompanying documents.
18.3 The Supplier is obliged to supply only products that comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH Regulation) and to comply with its requirements in all other respects. The substances contained in the Supplier's products shall be registered to the extent required under the provisions of the REACH Regulation, unless the substance is exempt from registration. The Supplier shall provide safety data sheets in accordance with the REACH Regulation or the information required under Article 32 of the REACH Regulation. In addition, the Supplier shall provide us with the information pursuant to Art. 33 of the REACH Regulation without being requested to do so.
18.4 The Supplier assures that the products do not contain any substances that fall within the scope of the substance bans of EC Directive 2011/65/EU (RoHS).
18.5 The Supplier undertakes to comply with the applicable statutory provisions on conflict minerals (e.g. the Dodd-Frank Act). If conflict minerals are required for the manufacture or function of the goods delivered by the Supplier, their origin must be disclosed. Upon request, the Supplier shall provide us with the necessary documentation on the use and origin of conflict minerals in full and without delay.
18.6 The Supplier is obliged to comply with the regulations relating to the Carbon Border Adjustment Mechanism (CBAM, Implementing Regulation (EU) 2023/1773), which came into force on October 1, 2023.
18.7 The Supplier shall ensure that the employees used by it or its sub-contractors or personnel service providers to execute contracts with us are paid the respectively relevant legal minimum wage e.g. according to the MiLoG (Mindestlohngesetz) or, if the services to be provided fall within the scope of the AEntG (Arbeitnehmer-Entsendegesetz), the minimum wage respectively prescribed for the industry. The Supplier shall likewise ensure that mandatory obligations to pay contributions to social security institutions, employers' liability insurance associations and other bodies, such as the joint bodies of the parties to the collective agreements specified in Section 8 AEntG, are complied with. The Supplier shall verify compliance with the preconditions pursuant to this paragraph when selecting sub-contractors or personnel service providers.
18.8 If claims are justifiably asserted against us, as if we were a guarantor, by an employee of the Supplier or an employee of a sub-contractor used, at whatever level, or a personnel service provider, for payment of the legal minimum wage or minimum wage for the industry or by one of the bodies of the parties to the collective agreements specified in Section 8 AEntG for payment of contributions, the Supplier shall indemnify us against such claims.
18.9 Illegal employment of any nature is prohibited.
18.10 The Supplier undertakes to only offer prices and conditions that are not subject to a cartel. Irrespective of this, he undertakes to comply with all antitrust regulations. If the Supplier has agreed sales prices or other conditions with regard to products delivered to us with a third party or has made arrangements with this third party in this respect or has agreed on territorial and customer allocations in this respect, the supplier undertakes to pay us liquidated damages in the amount of 15% of the order value of the products delivered to us in the affected period, unless damage in a different amount is proven. The claim for damages shall not apply if the Supplier's conduct is permissible under the Act against Restraints of Competition (GWB, Gesetz gegen Wettbewerbsbeschränkungen) or the law of the European Union (TFEU) or if the supplier is not responsible for the infringement.
19. DATA PROTECTION, IT SECURITY
19.1 The parties are responsible for compliance with all relevant statutory data protection provisions, in particular the General Data Protection Regulation (GDPR) and the Bundesdatenschutzgesetz (BDSG) [German Federal Data Protection Act] as well as for the legality of the data transfer and data processing of personal data. The parties undertake to process reciprocally provided personal data exclusively in a lawful and transparent manner and exclusively for the processing of the contractual supply relationship.
19.2 The Supplier is obliged to maintain an appropriate, state-of-the-art IT security system in order to prevent or impede damage or other disadvantages for us and our employees and contractual partners (e.g. through spying, interception or alteration of data or infection with computer viruses, etc.). If the Supplier has knowledge or reasonable suspicion that data relating to us, our employees or our contractual partners has been spied on, intercepted or altered without authorization, we must be informed immediately. The same shall apply if the Supplier has knowledge or reasonable suspicion that third parties have gained unauthorized access to the Supplier's IT systems by hacking or in any other way and it is reasonably possible from the Supplier's point of view that this could lead to disadvantages for us, our employees or contractual partners (e.g. because the third party could now be in a position to send invoices allegedly originating from the supplier, which could lead to payments by us to this third party).
20. GENERAL PROVISIONS / APPLICABLE LAW AND PLACE OF JURISDICTION
20.1 If the supplier has its registered office in the EU or the European Economic Area, the following shall apply: The exclusive place of jurisdiction shall be at our registered office if the supplier is a merchant, a legal entity under public law or a special fund under public law or has no general place of jurisdiction in Germany. If, on the other hand, the supplier has its registered office outside the EU and the European Economic Area, the arbitration court of the Hamburg Chamber of Commerce shall have exclusive jurisdiction for all disputes arising from and in connection with the contracts concluded under the application of these General Terms and Conditions and shall decide finally and to the exclusion of recourse to the ordinary courts of law. The respondent is entitled to bring a counterclaim before the arbitration court. The place of arbitration is Hamburg. The language of the proceedings shall be German. The proceedings and in particular the taking of evidence shall be conducted in accordance with the rules of the Rules of Arbitration of the Hamburg Chamber of Commerce and the rules of Book 10 of the Code of Civil Procedure. When taking evidence, the arbitral tribunal shall be guided by the customary procedures of German state courts. Procedural principles of common law, such as in particular the submission of documents (so-called document production), shall not apply directly or mutatis mutandis. In analogous application of Section 139 (1) sentence 1 and sentence 2 ZPO, the arbitral tribunal is expressly authorized to discuss the factual and legal aspects of the dispute with the parties and to ask questions, if necessary. The arbitral tribunal shall work to have the parties provide a timely and complete explanation of all relevant facts, in particular to complete insufficient information on the facts asserted, to specify the evidence and to make the relevant motions. The parties also expressly authorize the arbitral tribunal to submit settlement proposals at any stage of the proceedings. Insofar as one party may have to reimburse the other party for legal fees in connection with the arbitration proceedings, these shall be limited to the costs billable in accordance with the German Lawyers' Fees Act (RVG).
20.2 The law of the Federal Republic of Germany shall apply, to the exclusion of the UN Sales Convention (CISG).
20.3 Verbal agreements after conclusion of the contract, especially subsequent amendments and modifications of our Terms and Conditions of Purchase, including this written form clause and collateral agreements of any kind, shall only be valid when confirmed in writing by us. This shall not affect the precedence of the individual agreement pursuant to Section 305b BGB (Bürgerliches Gesetzbuch).
Status: 11/2023