+49-6131-90668-0 security@bonowi.com

1. Application

1.1. The­se Terms and Con­di­ti­ons of Purcha­se (her­ein­af­ter: Terms and Con­di­ti­ons of Purcha­se) shall app­ly exclu­si­ve­ly to all busi­ness rela­ti­ons bet­ween BONOWI IPE GmbH (her­ein­af­ter “Bono­wi”) and the busi­ness part­ners and sup­pli­ers of goods (her­ein­af­ter “Sup­pli­er”) for sup­pli­es to Bono­wi. By accep­ting and exe­cu­ting an order and/or a purcha­se order, the Sup­pli­er ack­now­led­ges the­se Terms and Con­di­ti­ons of Purcha­se in the ver­si­on valid at the time of the order. Devia­ting or con­flic­ting terms and con­di­ti­ons shall not be reco­gni­zed by Bono­wi unless Bono­wi has express­ly agreed to them in wri­ting; in this case, as well as in the event of a sepa­ra­te agree­ment on spe­cial terms and con­di­ti­ons for spe­ci­fic orders, the Terms and Con­di­ti­ons of Purcha­se shall app­ly sub­or­di­na­te­ly and addi­tio­nal­ly. The accep­tance of a deli­very or ser­vice of the sup­pli­er by Bono­wi does not imply con­sent to the gene­ral terms and con­di­ti­ons of the sup­pli­er. Silence in respon­se to an order con­fir­ma­ti­on of the sup­pli­er with con­tra­dic­to­ry decla­ra­ti­ons of the sup­pli­er also does not con­sti­tu­te a cor­re­spon­ding consent.

1.2. The­se Terms and Con­di­ti­ons of Purcha­se shall app­ly in the ver­si­on valid at the time of the Buy­er’s order or, in any case, in the ver­si­on last sub­mit­ted to the Buy­er in text form as a frame­work agree­ment also for all future tran­sac­tions bet­ween the par­ties for their order and purcha­se by Bono­wi as well as when Bono­wi accepts the goods wit­hout any reser­va­ti­on in the awa­re­ness of devia­ting or con­flic­ting terms and conditions.

1.3. The­se Gene­ral Terms and Con­di­ti­ons of Purcha­se shall not app­ly to natu­ral per­sons who con­clude a legal tran­sac­tion only for a pur­po­se that can­not be attri­bu­ted to their com­mer­cial or inde­pen­dent pro­fes­sio­nal activities.

2. Conclusion of contract

2.1. The Sel­ler is obli­ged to con­firm an offer (order) in wri­ting within a reasonable peri­od of time, but no lon­ger than within a peri­od of two working days, or to exe­cu­te it wit­hout objec­tion by ship­ping the goods (accep­tance). A delay­ed accep­tance is con­side­red a new offer and requi­res rene­wed accep­tance by Bonowi.

2.2. The con­clu­si­on of the con­tract as well as all agree­ments made bet­ween Bono­wi and the sup­pli­er for the pur­po­se of exe­cu­ting a con­tract must be made in wri­ting. The sup­pli­er has to check an offer pro­fes­sio­nal­ly and express­ly point out to Bono­wi any devia­ti­ons from the inquiry docu­ments in the offer.

3. Scope of service

3.1. The con­tent of the ser­vice results from the respec­ti­ve indi­vi­du­al orders, docu­ments, reports, ide­as, drafts, models, samples and all other results occur­ring during the per­for­mance of the service.

3.2. The Sup­pli­er shall pro­vi­de its ser­vices with the utmost care in com­pli­ance with the latest sta­te of sci­ence and tech­no­lo­gy, the safe­ty regu­la­ti­ons of the aut­ho­ri­ties and trade asso­cia­ti­ons, as well as its own exis­ting know­ledge and expe­ri­ence or expe­ri­ence gai­ned during the con­tract work. He gua­ran­tees com­pli­ance with the sta­tu­to­ry regu­la­ti­ons, the agreed tech­ni­cal spe­ci­fi­ca­ti­ons and other requirements.

3.3. The per­for­mance of the orde­red deli­veries and ser­vices by third par­ties requi­res the pri­or writ­ten con­sent of Bono­wi. Bono­wi is in this respect entit­led to can­cel the remai­ning quantity.

3.4. The per­for­mance of the orde­red deli­veries and ser­vices by third par­ties requi­res the pri­or writ­ten con­sent of Bonowi.

3.5. At Bono­wi’s request, the sup­pli­er shall pro­vi­de infor­ma­ti­on on the com­po­si­ti­on of the deli­very item, inso­far as this is neces­sa­ry for the ful­fill­ment of offi­ci­al requi­re­ments in Ger­ma­ny and abroad.

3.6. Bono­wi is entit­led, as long as the sup­pli­er has not yet ful­fil­led its obli­ga­ti­ons in full, to demand chan­ges to the order with regard to design, exe­cu­ti­on, quan­ti­ty and deli­very time within the scope of the reasonable. In doing so, the effects (e.g. addi­tio­nal or redu­ced cos­ts, deli­very dates, etc.) are to be sett­led by mutu­al agree­ment. Bono­wi may also demand chan­ges to the deli­very item after con­clu­si­on of the con­tract, inso­far as this is objec­tively reasonable for the sup­pli­er. In case of this con­trac­tu­al amend­ment, the effects on both sides, in par­ti­cu­lar with regard to the addi­tio­nal or redu­ced cos­ts as well as the deli­very dates, are to be sett­led by mutu­al agreement.

3.7. Sup­pli­er is obli­ged to imme­dia­te­ly noti­fy Bono­wi in wri­ting of any con­cerns it may have about the way in which the service/delivery is to be per­for­med as reques­ted by Bono­wi and to pro­po­se to Bono­wi any chan­ges it deems neces­sa­ry in order to meet the agreed spe­ci­fi­ca­ti­ons or legal requirements.

4. Prices, Payment

4.1. The pri­ces sta­ted in the order are fixed pri­ces. The pri­ce is for free deli­very, inclu­ding the respec­ti­ve sta­tu­to­ry value added tax as well as inclu­ding the cos­ts for pack­a­ging, insu­rance, cus­toms duties and mate­ri­al test­ing pro­ce­du­res, unless express­ly agreed other­wi­se. Claims based on addi­tio­nal deli­veries and/or ser­vices can only be asser­ted after pri­or writ­ten agree­ment and com­mis­sio­ning of the addi­tio­nal deli­veries and/or ser­vices bet­ween the con­trac­ting par­ties. Other­wi­se, addi­tio­nal claims bey­ond the total fixed pri­ce are excluded.

4.2. Remu­ne­ra­ti­on for per­for­man­ces, pre­sen­ta­ti­ons, nego­tia­ti­ons and/or for the pre­pa­ra­ti­on of offers and pro­jects shall not be owed unless pre­vious­ly agreed in writing.

4.3. Due invoices can only be pro­ces­sed by Bono­wi if they com­ply with the legal requi­re­ments, in par­ti­cu­lar tho­se of the Value Added Tax Act (UstG), and con­tain the order num­ber shown in the Bono­wi order as well as the infor­ma­ti­on and/or docu­ments agreed with the order; the sup­pli­er is respon­si­ble for all con­se­quen­ces ari­sing from non-com­pli­ance with this obli­ga­ti­on. In the absence of the afo­re­men­tio­ned infor­ma­ti­on and/or docu­ments, the sup­pli­er shall not be aut­ho­ri­zed to assert the cla­im in ques­ti­on against Bonowi.

4.4. Unless other­wi­se agreed in wri­ting, pay­ment of the purcha­se pri­ce shall be due 30 days after han­do­ver and acqui­si­ti­on of title to the deli­very of goods, receipt of an audi­ta­ble invoice and receipt of all con­trac­tual­ly requi­red docu­ments. Pay­ment shall be made non-cash to the sup­pli­er’s busi­ness account. For this pur­po­se, the sup­pli­er shall pro­vi­de appro­pria­te bank details. In the case of agreed par­ti­al ser­vices, pay­ment shall only be due with the last deli­very. This shall not app­ly in the case of suc­ces­si­ve deli­very con­tracts or in cases of can­cel­la­ti­on of a par­ti­al per­for­mance pur­su­ant to Sec­tion 3.3 of the­se Gene­ral Terms and Con­di­ti­ons of Purchase.

5. Offset, Retainer

Bono­wi shall be entit­led to rights of set-off and reten­ti­on to the full sta­tu­to­ry ext­ent. The sup­pli­er’s rights of off­set and reten­ti­on shall only app­ly inso­far as the­se are undis­pu­ted or have been legal­ly estab­lished. Bono­wi is entit­led to redu­ce invoice amounts by the value of retur­ned goods as well as pos­si­ble expen­ses and claims for damages.

6. Transport and Delivery

6.1. Unless other­wi­se agreed in wri­ting in the contract/order, deli­veries shall be made at Bono­wi’s place of busi­ness (“Bringschuld”/obligation to deli­ver) and shall be insu­red by the sup­pli­er at the sup­pli­er’s expen­se against trans­port dama­ge, incor­rect loa­ding or unloa­ding and theft.

6.2. Goods shall be packed in such a way as to avo­id dama­ge during trans­port and loa­ding ope­ra­ti­ons. Pack­a­ging mate­ri­als shall only be used to the ext­ent neces­sa­ry to achie­ve the pur­po­se. The sup­pli­er’s take-back obli­ga­ti­ons, also with regard to trans­port and pro­duct pack­a­ging, shall be gover­ned by the sta­tu­to­ry pro­vi­si­ons. The sup­pli­er assu­res that all pack­a­ging is licen­sed and regis­tered with an appro­pria­te sys­tem pro­vi­der in accordance with the law and that the char­ges for this are paid in full and properly.

7. Delivery date, Default

7.1. All deli­very dates sta­ted in the order or other­wi­se agreed are binding.

7.2. The day of deli­very is con­side­red to be the day of receipt of the goods at Bono­wi’s head­quar­ters during nor­mal busi­ness hours (week­days 9 a.m. to 4 p.m.).

7.3. The sup­pli­er is obli­ga­ted to inform Bono­wi imme­dia­te­ly of any threa­ten­ed or occur­red fail­ure to meet a deli­very date, its cau­ses and the expec­ted dura­ti­on of the delay. The occur­rence of the default in deli­very remains unaf­fec­ted by this.

7.4. In the event of a delay in deli­very by the sup­pli­er, Bono­wi shall be entit­led to cla­im a con­trac­tu­al penal­ty in the amount of 0.2% of the deli­very value accor­ding to the final invoice for each day of delay or part the­reof, but in total not more than 5% of the deli­very value accor­ding to the final invoice. We reser­ve the right to assert fur­ther sta­tu­to­ry claims. The accep­tance of a delay­ed deli­very or ser­vice does not imply a wai­ver of claims for compensation.

7.5. If Bono­wi is in default of accep­tance or pay­ment, a cla­im for dama­ges to which the sup­pli­er is entit­led shall be limi­t­ed to 0.2% of the deli­very value per full week, up to a maxi­mum of 5% of the deli­very value, inso­far as the default is not based on an inten­tio­nal or gross­ly negli­gent breach of duty by a legal repre­sen­ta­ti­ve or vica­rious agent of Bono­wi. If Bono­wi is in default with a pay­ment, the sup­pli­er shall be entit­led to at least a cla­im for pay­ment of a lump sum in the amount of € 40 pur­su­ant to § 288 BGB. This shall also app­ly if the pay­ment cla­im is a pay­ment on account or other install­ment pay­ment. This lump sum shall be cre­di­ted against any dama­ges owed, inso­far as the dama­ge is due to cos­ts of legal prosecution.

8. Release from the obligation to perform, Withdrawal

8.1. Force majeu­re shall release the con­trac­ting par­ties from their per­for­mance obli­ga­ti­ons for the dura­ti­on of the dis­rup­ti­on and to the ext­ent of its effect. The con­trac­ting par­ties shall be obli­ged to pro­vi­de the neces­sa­ry infor­ma­ti­on wit­hout delay within the bounds of what is reasonable and to adjust their obli­ga­ti­ons to the chan­ged cir­cum­s­tances in good faith.

8.2. Bono­wi shall be released from the obli­ga­ti­on to accept the orde­red deli­very in who­le or in part and inso­far entit­led to with­draw from the con­tract if the deli­very has beco­me use­l­ess for Bono­wi due to the delay cau­sed by force majeure.

8.3. Bono­wi shall be entit­led to with­draw from the con­tract if the sup­pli­er has filed for the ope­ning of insol­ven­cy pro­cee­dings, if insol­ven­cy pro­cee­dings have been ope­ned or if the ope­ning has been rejec­ted for lack of assets.

8.4. A right of with­dra­wal for Bono­wi also exists if indi­vi­du­al enforce­ment mea­su­res are car­ri­ed out against the supplier.

8.5. The sta­tu­to­ry pro­vi­si­ons on with­dra­wal shall remain unaffected.

9. Passing of risk, documents

9.1. The risk of acci­den­tal loss and acci­den­tal dete­rio­ra­ti­on of the item shall pass to Bono­wi upon deli­very at the place of per­for­mance. Inso­far as an Accep­tance has been agreed, this shall be decisi­ve for the trans­fer of risk. In all other respects, the sta­tu­to­ry pro­vi­si­ons of the law on con­tracts for work and ser­vices (“Werk­ver­trags­recht”) shall also app­ly in the event of an acceptance.

9.2. The deli­very must be accom­pa­nied by a deli­very bill sta­ting the date (issue and ship­ment), the con­tent of the deli­very (artic­le num­ber and quan­ti­ty) and the order ID (date and num­ber). If the deli­very bill is miss­ing or incom­ple­te, Bono­wi shall not be respon­si­ble for any delays in pro­ces­sing and pay­ment resul­ting the­r­e­f­rom. Sepa­ra­te from the deli­very bill, a cor­re­spon­ding dis­patch note with the same con­tent is to be sent to Bonowi.

9.3. The sta­tu­to­ry pro­vi­si­ons shall app­ly to the occur­rence of default in accep­tance on the part of Bono­wi. The sup­pli­er must express­ly offer us its per­for­mance even if a spe­ci­fic or deter­minable calen­dar time has been agreed for an action or coöpe­ra­ti­on on the part of Bono­wi (e.g. pro­vi­si­on of mate­ri­al). If Bono­wi is in default of accep­tance, the sup­pli­er may demand com­pen­sa­ti­on for its addi­tio­nal expen­ses in accordance with the sta­tu­to­ry pro­vi­si­ons (§ 304 BGB). If the con­tract rela­tes to a non-repre­sen­ta­ble item to be manu­fac­tu­red by the sup­pli­er (indi­vi­du­al pro­duc­tion), the sup­pli­er shall only be entit­led to fur­ther rights if Bono­wi under­ta­kes to coöpe­ra­te and is respon­si­ble for the fail­ure to coöperate.

Docu­ments, reports, ide­as, drafts, models, samples and the like which are pro­vi­ded to the sup­pli­er by Bono­wi shall remain the pro­per­ty of Bono­wi. The sup­pli­er shall return them to Bono­wi wit­hout request imme­dia­te­ly after the per­for­mance of its ser­vice. The­se docu­ments may only be used by the sup­pli­er for the ful­fill­ment of the per­for­mance obli­ga­ti­on towards Bonowi.

10. Liability for defects, warranty

10.1. Bono­wi shall be entit­led wit­hout rest­ric­tion to sta­tu­to­ry war­ran­ty rights in the event of mate­ri­al defects and defects of title (inclu­ding incor­rect and short deli­very as well as impro­per assem­bly, defec­ti­ve assembly,or ope­ra­ting ins­truc­tions). In par­ti­cu­lar, Bono­wi is entit­led to demand, at its opti­on, eli­mi­na­ti­on of the defect or deli­very of a defect-free item or com­pen­sa­ti­on for damages.

10.2. In accordance with the sta­tu­to­ry pro­vi­si­ons, the sup­pli­er is lia­ble in par­ti­cu­lar for ensu­ring that the goods have the agreed qua­li­ty at the time the risk pas­ses to Bono­wi. In any case, tho­se pro­duct descrip­ti­ons which – in par­ti­cu­lar by desi­gna­ti­on or refe­rence in our order – are the sub­ject mat­ter of the respec­ti­ve con­tract or were included in the con­tract in the same way as the­se Gene­ral Terms and Con­di­ti­ons of Purcha­se shall be con­side­red as an agree­ment on the quality.

10.3. Bono­wi is not obli­ged to exami­ne the goods or to make spe­cial inqui­ries about any defects upon con­clu­si­on of the con­tract. Part­ly dif­fe­rent from § 442 para. 1 p. 2 BGB Bono­wi is the­r­e­fo­re entit­led to unrest­ric­ted claims for defects even if Bono­wi was not awa­re of the defect at the time the con­tract was con­cluded due to gross negligence.

10.4. The legal regu­la­ti­ons ( §§ 377, 381 HGB) with the fol­lo­wing pro­vi­so: Bono­wi’s obli­ga­ti­on to inspect is limi­t­ed to defects that beco­me appa­rent during the inco­ming goods inspec­tion with an exter­nal inspec­tion inclu­ding the deli­very papers (e.g. dama­ge in tran­sit, wrong and short deli­veries) or are reco­gnizable during the qua­li­ty con­trol by Bono­wi in the ran­dom sam­ple pro­ce­du­re. If accep­tance has been agreed, the­re is no obli­ga­ti­on to inspect. Other­wi­se, it depends on the ext­ent to which an inves­ti­ga­ti­on is fea­si­ble in the ordi­na­ry cour­se of busi­ness, taking into account the cir­cum­s­tances of the indi­vi­du­al case. Bono­wi’s obli­ga­ti­on to give noti­ce of defects for defects dis­co­ver­ed later remains unaf­fec­ted. Irre­spec­ti­ve of the obli­ga­ti­on to inspect, the com­plaint by Bono­wi (noti­fi­ca­ti­on of defects) is con­side­red to be imme­dia­te and time­ly if it is sent within one month of dis­co­very or, in the case of obvious defects, of delivery.

10.5. Sub­se­quent ful­fill­ment shall also include the rem­oval of the defec­ti­ve goods and reinstal­la­ti­on, pro­vi­ded that the goods have been instal­led in ano­ther item or atta­ched to ano­ther item in accordance with their natu­re and inten­ded use; the sta­tu­to­ry cla­im to reim­bur­se­ment of cor­re­spon­ding expen­ses shall remain unaf­fec­ted. The sup­pli­er shall bear the expen­ses neces­sa­ry for the pur­po­se of inspec­tion and sub­se­quent ful­fill­ment even if it turns out that the­re was actual­ly no defect. Bono­wi’s lia­bi­li­ty for dama­ges in the event of an unju­s­ti­fied request for reme­dy of defects shall remain unaf­fec­ted; in this respect, howe­ver, Bono­wi shall only be lia­ble if Bono­wi reco­gni­zed or was gross­ly negli­gent in not reco­gni­zing that the­re was no defect.

10.6. Not­wi­th­stan­ding the sta­tu­to­ry rights and the pro­vi­si­ons in para. 10.5, the fol­lo­wing shall app­ly: If the sup­pli­er fails to meet its obli­ga­ti­on to sub­se­quent per­for­mance – at Bono­wi’s choice by reme­dy­ing the defect (sub­se­quent rec­ti­fi­ca­ti­on) or by deli­very of a defect-free item (repla­ce­ment deli­very) – within a reasonable peri­od set by us, Bono­wi may rec­ti­fy the defect its­elf and demand reim­bur­se­ment of the expen­ses requi­red or a cor­re­spon­ding advan­ce pay­ment for this from the sup­pli­er . If sub­se­quent ful­fill­ment by the sup­pli­er has fai­led or is unre­asonable for Bono­wi (e.g. due to par­ti­cu­lar urgen­cy, end­an­ger­ment of ope­ra­tio­nal safe­ty or immi­nent occur­rence of dis­pro­por­tio­na­te dama­ge), no dead­line needs to be set; Bono­wi shall inform the sup­pli­er of such cir­cum­s­tances wit­hout undue delay, if pos­si­ble in advance.

11. Product liability, insurance

11.1. The sup­pli­er shall be lia­ble within the scope of the sta­tu­to­ry provisions.

11.2. The sup­pli­er is obli­ged to indem­ni­fy us from any lia­bi­li­ty towards third par­ties or from claims of third par­ties ari­sing from the manu­fac­tu­re, deli­very, sto­rage or use of the deli­ver­ed goods upon first request. The indem­ni­fi­ca­ti­on obli­ga­ti­on shall not app­ly if the cla­im is based on gross­ly negli­gent or inten­tio­nal breach of duty on our part. The indem­ni­fi­ca­ti­on obli­ga­ti­on also refers to all expen­ses neces­s­a­ri­ly incur­red by Bono­wi from or in con­nec­tion with the cla­im by a third par­ty, inclu­ding the cos­ts of legal repre­sen­ta­ti­on. The sup­pli­er shall insu­re its­elf against the­se risks to a suf­fi­ci­ent ext­ent as is usu­al in the market.

11.3. Bono­wi shall be lia­ble in accordance with the sta­tu­to­ry pro­vi­si­ons for dama­ges due to inju­ry to life, limb or health, in the event of intent or gross negli­gence on the part of Bono­wi, a legal repre­sen­ta­ti­ve or vica­rious agent as well as in the event of dama­ges which fall under a gua­ran­tee or war­ran­ty gran­ted by Bono­wi. In the event of slight negli­gence, Bono­wi shall only be lia­ble for com­pen­sa­ti­on for the fore­seeable dama­ge typi­cal of the con­tract and only inso­far as an obli­ga­ti­on, the pro­per ful­fill­ment of which makes the exe­cu­ti­on of this con­tract pos­si­ble in the first place and on the obser­van­ce of which the con­trac­tu­al part­ner could rely (car­di­nal obli­ga­ti­on), has been vio­la­ted by Bono­wi, a legal repre­sen­ta­ti­ve or vica­rious agent. Other­wi­se, lia­bi­li­ty is excluded to the ext­ent per­mit­ted by law.

12. Ownership, provision, transformation

If Bono­wi sup­pli­es and/or pro­vi­des sub­s­tances and mate­ri­als, the­se shall remain the pro­per­ty of Bono­wi. Pro­ces­sing or trans­for­ma­ti­on by the sup­pli­er shall be car­ri­ed out for Bonowi.

13. Property rights and confidentiality

13.1. The sup­pli­er is obli­ga­ted to keep con­fi­den­ti­al all docu­ments and infor­ma­ti­on recei­ved from Bono­wi. They may only be dis­c­lo­sed to third par­ties with the expres­sed con­sent of Bono­wi. The con­fi­den­tia­li­ty obli­ga­ti­on also extends to per­so­nal data. The con­fi­den­tia­li­ty obli­ga­ti­on shall also app­ly after the exe­cu­ti­on or fail­ure of this con­tract; it shall expi­re if and to the ext­ent that the infor­ma­ti­on con­tai­ned in the docu­ments pro­vi­ded has beco­me gene­ral­ly known. Third par­ties used by the sup­pli­er to ful­fill the obli­ga­ti­ons resul­ting from this con­tract are to be obli­ga­ted accor­din­gly. In the event of a breach of the­se obli­ga­ti­ons, Bono­wi may demand imme­dia­te sur­ren­der and cla­im damages.

13.2. The con­clu­si­on of the con­tract shall be trea­ted con­fi­den­ti­al­ly. In adver­ti­sing mate­ri­als of the sup­pli­er, refe­rence may only be made to the con­clu­si­on of the busi­ness with Bono­wi after the lat­ter’s writ­ten con­sent. Bono­wi and the sup­pli­er under­ta­ke to tre­at all com­mer­cial or tech­ni­cal details which are not in the public domain and which beco­me known to them through the busi­ness rela­ti­onship as busi­ness secrets. Third par­ties used by the sup­pli­er to ful­fill the obli­ga­ti­ons resul­ting from this con­tract are to be obli­ga­ted accordingly.

13.3. The sup­pli­er gua­ran­tees that no rights of third par­ties are inf­rin­ged in con­nec­tion with its deli­very. If claims are asser­ted against Bono­wi by a third par­ty in this respect, the sup­pli­er shall be obli­ged to imme­dia­te­ly indem­ni­fy Bono­wi against all claims resul­ting the­r­e­f­rom upon first request and to defend against such claims. The obli­ga­ti­on to indem­ni­fy also rela­tes to all expen­ses neces­s­a­ri­ly incur­red by Bono­wi from or in con­nec­tion with the cla­im by a third par­ty. This also includes the cos­ts of legal repre­sen­ta­ti­on. The sup­pli­er shall insu­re its­elf against the­se risks to a suf­fi­ci­ent ext­ent as is usu­al in the market.

14. Limitation

14.1. The mutu­al claims of the con­trac­ting par­ties shall beco­me sta­tu­te-bar­red in accordance with the sta­tu­to­ry pro­vi­si­ons, unless other­wi­se sti­pu­la­ted below.

14.2. Not­wi­th­stan­ding § 438 para. 1 no. 3 BGB, the gene­ral limi­ta­ti­on peri­od for claims for defects shall be 3 years from the pas­sing of risk. Inso­far as accep­tance has been agreed, the limi­ta­ti­on peri­od shall com­mence upon accep­tance. The 3‑year limi­ta­ti­on peri­od shall app­ly accor­din­gly to claims ari­sing from defects of title, wher­eby the sta­tu­to­ry limi­ta­ti­on peri­od for claims in rem of third par­ties for sur­ren­der (§ 438 para. 1 no. 1 BGB) shall remain unaf­fec­ted; claims ari­sing from defects of title shall fur­ther­mo­re not beco­me time-bar­red in any case as long as the third par­ty can still assert the right – in par­ti­cu­lar in the absence of limi­ta­ti­on – against Bonowi.

14.3. The limi­ta­ti­on peri­ods of the law on sales inclu­ding the abo­ve exten­si­on shall app­ly – to the sta­tu­to­ry ext­ent – to all con­trac­tu­al claims for defects. Inso­far as Bono­wi is also entit­led to non-con­trac­tu­al claims for dama­ges due to a defect, the regu­lar sta­tu­to­ry limi­ta­ti­on peri­od shall app­ly (§§ 195, 199 BGB), unless the appli­ca­ti­on of the limi­ta­ti­on peri­ods of the law on sales leads to a lon­ger limi­ta­ti­on peri­od in indi­vi­du­al cases.

15. Social security

15.1. The sup­pli­er assu­res that it does not work exclu­si­ve­ly for Bono­wi and does not gene­ra­te its pre­do­mi­nant inco­me from this acti­vi­ty, that it does not exclu­si­ve­ly employ employees or fami­ly mem­bers who are exempt from social secu­ri­ty con­tri­bu­ti­ons and that it does not its­elf ope­ra­te as an entre­pre­neur on the mar­ket. At the request of Bono­wi, the sup­pli­er must pro­vi­de evi­dence of this.

15.2. If social secu­ri­ty con­tri­bu­ti­ons of any kind whatsoe­ver are incur­red by Bono­wi on the basis of the order, the­se shall be bor­ne by the sup­pli­er alo­ne in the inter­nal relationship.

16. Final provisions

16.1. This con­tract shall be gover­ned by the laws of the Fede­ral Repu­blic of Ger­ma­ny (exclu­ding the UN Con­ven­ti­on on Con­tracts for the Inter­na­tio­nal Sale of Goods). Legal norms that refer to ano­ther legal sys­tem shall not app­ly. If copies of the­se Gene­ral Terms and Con­di­ti­ons of Purcha­se have been made in lan­guages other than Ger­man, only the Ger­man ver­si­on shall be bin­ding for Bono­wi and the supplier.

16.2. Addi­tio­nal agree­ments, amend­ments or sup­ple­ments must be in wri­ting in order to be effec­ti­ve, as must the wai­ver of the writ­ten form requi­re­ment. The writ­ten form within the mea­ning of the­se Gene­ral Terms and Con­di­ti­ons of Purcha­se shall also be com­pli­ed with by e‑mail and fax.

16.3. The place of ful­fill­ment as well as the exclu­si­ve place of juris­dic­tion for all dis­pu­tes ari­sing from or in con­nec­tion with this con­tract shall be Mainz.

[Gene­ral Terms and Con­di­ti­ons of Purcha­se of Bono­wi IPE GmbH, as of: Decem­ber 18, 2020]

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