Order & Purchase Conditions (Germany)
(As of: 1st Quarter 2025)
Governing Conditions
These order conditions apply exclusively; contrary or deviating general terms and conditions of the supplier are not recognized unless we have expressly agreed in writing. Neither unconditional acceptance of delivery or services nor unconditional payment of the supplier's invoices constitutes acknowledgment of their general terms and conditions.
Side agreements, changes, and additions require written form, as does any waiver of this written form requirement.
Our order conditions also apply to all future deliveries and services of the supplier to Beier Distribution GmbH until these order conditions are replaced by new Beier Distribution GmbH order conditions.
Order, Shipping, Packaging
Framework agreements, orders, and delivery calls, as well as their acceptance, changes, and additions, require written form. Contractually agreed written form is also fulfilled electronically.
Delivery calls are binding if the supplier does not object within 24 hours of receipt.
Beier Distribution GmbH may make reasonable changes to the contract items regarding design, performance, and delivery dates. The parties shall reasonably agree on effects regarding additional or reduced costs and delivery schedules.
Contract items must be properly packed and prepared for transport and storage with due commercial care. The supplier should use reusable packaging materials wherever possible. Deliveries must include packing slips, bills of lading, shipping documents, and all other accompanying papers.
Place of performance is the location to which the contract items are to be delivered. Shipping is at the supplier’s risk. The risk of loss remains with the supplier until Beier Distribution GmbH or its agents accept the delivery at the agreed delivery location.
The contract items become the property of Beier Distribution GmbH immediately upon delivery.
Delivery and Deadlines
Agreed delivery dates and periods are binding. The receipt of contract items at Beier Distribution GmbH is decisive for compliance with delivery dates. Unless "free at the plant" is agreed, the supplier must make the items available for loading and shipping in time.
In case of delay, Beier Distribution GmbH is entitled to charge a penalty of 0.2% of the order value per working day, up to a maximum of 10% of the order value, unless the supplier proves that the actual damage is lower. Further statutory claims remain unaffected; any penalty is credited against such claims.
If the supplier recognizes that delivery dates cannot be met, they must inform Beier Distribution GmbH immediately, specifying reasons and duration of the delay. The supplier must take all necessary measures at their own expense to prevent or mitigate delays. Claims due to late delivery remain unaffected.
Unconditional acceptance of late delivery does not constitute a waiver of Beier Distribution GmbH’s claims for compensation.
Early deliveries are not obliged to be accepted by Beier and may be returned at the supplier’s expense. If not returned, Beier Distribution GmbH stores the goods at the supplier’s risk and expense until the agreed delivery date. Excess deliveries may be returned at the supplier’s cost. Partial deliveries are only accepted by explicit agreement.
The supplier must provide proof of origin for the goods and notify any changes. If not, they are liable for all resulting damages.
Prices
Prices are fixed, "free at plant, duty paid" (according to Incoterm 2000), including packaging. Costs for packaging, freight, and transport to the address specified by Beier are included. Prices must be approved by Beier Distribution GmbH if not fixed at the time of order.
Payment
Payment occurs 30 days with 4% discount or 60 days net after contractual delivery or service. Early deliveries are paid according to the agreed delivery date. Payment is subject to invoice verification. Beier Distribution GmbH is entitled to rights of set-off and retention within the legal scope.
Quality
The supplier must comply with the latest scientific and technical standards, safety regulations, and agreed technical data. Beier Distribution GmbH will check identity, quantity, and obvious transport damage upon receipt. Defects found will be reported to the supplier immediately.
Replacement Obligation
The supplier must ensure spare parts supply for at least 15 years after discontinuation. Disposal of tools or equipment requires our express consent.
Liability for Defects
Statutory provisions apply unless otherwise specified. Complaints constitute a request for immediate remedy. Beier Distribution GmbH chooses the type of remedy unless otherwise agreed.
Costs resulting from defective delivery, including transport, labor, material, or inspection costs, must be reimbursed by the supplier. Claims expire 24 months after sale unless law provides otherwise.
Liability and Recall
The supplier must indemnify Beier Distribution GmbH against claims if caused by their products. They must also cover associated costs. Supplier insurance against product liability, including recall risk, is required.
Usage Rights
The supplier grants Beier Distribution GmbH non-exclusive, transferable, unlimited rights to use industrial property rights and software included in the product.
Supplied Tools and Production Means
Models, templates, tools, software, and other production means remain the property of Beier Distribution GmbH and must be treated carefully. They may not be used for other purposes without prior written consent.
Safety/Environment/Hazardous Materials
The supplier must comply with all relevant safety and environmental regulations. If the product involves hazardous materials, Beier must be informed in writing.
Subcontractors
Using subcontractors requires prior written consent.
Force Majeure
Unforeseeable, unavoidable, and serious events relieve parties of obligations for the duration and effect of the disruption.
Confidentiality
The supplier must keep all business and technical information confidential and not use or disclose it without consent.
General Provisions
Insolvency of a party entitles the other to withdraw from the unfulfilled part of the contract. German law applies, excluding conflict of law and UN sales law. The place of jurisdiction is Coburg, Germany. Contract language is German. Invalid provisions are replaced by effective, similar regulations.