General Terms and Conditions of Purchase

1. Contractual Basis
1.1 The following terms and conditions of purchase apply to all orders for goods and services. If the supplier has agreed to their validity and has been made aware of them, they shall also apply to all future transactions with the supplier, even if they are no longer expressly referred to in individual cases.
1.2 Deviating terms and conditions of the supplier shall not become part of the contract, irrespective of whether we object to them in individual cases. They shall only apply if we expressly accept them in writing.
1.3 Amendments and supplements to the contract must be made in writing to be effective.

2. Conclusion of Contract
2.1 Quotations and cost estimates are free of charge, even if the provider prepares them upon our request.
2.2 Only orders placed in writing are binding. Orders placed orally or by telephone require subsequent confirmation by means of a commercial letter of confirmation from the purchaser or the supplier in order to be valid. The same shall apply to oral collateral agreements and amendments to the contract.
2.3 If the purchaser’s order is not confirmed within 8 working days of receipt, the purchaser shall be entitled to cancel the order.
2.4 Notwithstanding all statutory rights of withdrawal, the purchaser may withdraw from the contract if insolvency proceedings have been opened against the supplier’s assets or have been rejected for lack of assets. If the supplier has only temporarily suspended its payments, the purchaser may also withdraw from the contract after setting a deadline.

3. Drawings, Drafts, Documents, Products Made from Materials Provided
3.1 We reserve ownership and copyright to all drawings, drafts, calculations and other documents provided to the supplier for the preparation of quotations and, in the case of orders, for execution. They may only be passed on to third parties with our written consent. The supplier must treat them confidentially, keep them inaccessible to third parties and hand them over to us at any time upon request, at the latest immediately after execution of the contract. The supplier is responsible for the proper safekeeping of these documents and is liable for loss and damage. In the event of a breach of the confidentiality obligation, we may withdraw from all contracts still in progress with the supplier without having to pay compensation, without prejudice to other rights.
3.2 The supplier must oblige its employees and sub-suppliers to maintain confidentiality under the same conditions as it has committed itself to us.
3.3 Products manufactured according to these documents and documents prepared for us in connection with the execution of the order may only be passed on to third parties with our written consent.
3.4 The confidentiality obligation shall also apply after completion of this contract.
3.5 Documents received must be returned to the contracting party without request after termination of the business relationship.

4. Transfer of Orders to Third Parties
Without the prior written consent of the purchaser, the supplier is not entitled to transfer the order placed by the purchaser in whole or in part to third parties. Consent may not be refused for unreasonable reasons. It does not release the supplier from the obligation to carefully select its subcontractors with regard to quality and reliability and to monitor proper order fulfillment.

5. Dates and Deadlines
5.1 Agreed dates and deadlines are binding. For delivery, compliance is determined by receipt at the delivery address specified by us; for delivery with installation and assembly as well as for other performance-related services, by acceptance by us.
5.2 The purchaser is entitled to demand a temporary suspension and/or temporary acceleration of individual services or the overall service within the framework of the overall schedule in the interest of overall planning. Should this have a significant impact on costs, the price will be adjusted appropriately.
5.3 Upon special request by the purchaser, the supplier must submit a schedule showing the time at which the individual production stages are planned. This also applies in particular when commissioning/awarding/transferring to sub-suppliers, unless contractually excluded. The supplier is obliged to inform the purchaser immediately in writing if circumstances arise or become apparent to it from which it follows that the agreed delivery time cannot be met.
5.4 If they cannot be met, we must be informed immediately of the impediment and its expected duration. This does not affect our statutory default claims or agreed contractual penalties.
5.5 In the event of non-compliance with calendar-based or appropriately determined calculable deadlines, the supplier shall be in default without the need for a reminder. In addition to the claims for compensation for delay to which we are entitled in this case, we may withdraw from the contract in accordance with statutory provisions and demand compensation instead of performance if the supplier has not provided the delivery or service within a reasonable period set for it after the due date.
5.6 If a contractual penalty has been agreed and incurred for non-compliance with dates and deadlines, we may assert this until the final payment is made and offset it against it.
5.7 We are entitled to refuse acceptance of early deliveries or receipt of early services.

6. Partial, Excess or Short Deliveries and Subsequent Deliveries
6.1 Without our express consent, the supplier is not entitled to partial deliveries or partial services. If we nevertheless accept these in individual cases, the supplier is only entitled to invoice them after complete fulfillment of its service obligation.
6.2 We reserve the right to accept excess or short deliveries in individual cases.
6.3 Subsequent deliveries will be handled analogously.

7. Force Majeure
7.1 Force majeure will only be recognized if it has a direct influence on the fulfillment of this contract. Events of force majeure include in particular fire, flood, storm, earthquake and other natural events, strike, lockout or other operational disruptions and war. They may only be invoked against the other contracting party on condition that both the beginning and end of the force majeure event are communicated to the contracting party in writing within three days. The dispatch of the notification is decisive. A corresponding certificate from the competent Chamber of Industry and Commerce must be attached.
7.2 In the event of force majeure, the purchaser is entitled to demand delivery at a later date without the supplier being entitled to any claims arising therefrom.
7.3 Should a force majeure event last longer than three months or lead to permanent impossibility of performance on the part of the supplier, the purchaser is entitled to withdraw from the contract in whole or in part. In this case, the supplier is not entitled to demand compensation from the purchaser for any losses. The supplier undertakes to pay interest on the payments to be refunded to the purchaser upon withdrawal at an interest rate of 8% above the respective base rate.

8. Prices, Shipping, Packaging, Invoice, Payment
8.1 The prices are fixed prices and are understood to be exclusive of value-added tax, including the costs of packaging, transport and customs formalities and customs duties, delivered to the place of delivery.
8.2 Shipping is at the supplier’s expense and risk.
8.3 A delivery note, waybill and invoice must be issued for each delivery. They must correspond word for word with the designations used in our order and contain the following information:
– Date, number and reference of the order
– Contents of the shipment
– Current status of the order
8.4 Unless otherwise agreed, payments are to be made after receipt and due date of the invoice within 14 days with a deduction of 3% discount or within 30 days net. The payment period begins upon receipt of the invoice. Invoices that are not properly issued are deemed invalid.
8.5 The obligation to take back packaging is governed by statutory provisions.

9. Assignment, Set-off, Retention
9.1 Without our prior consent, the supplier is not entitled to assign its claims against us to third parties or to have them collected by third parties. We will not refuse consent for unreasonable reasons.
9.2 Set-off by the supplier is only permissible if its counterclaim is due, undisputed or has been legally established. This also applies to rights of retention, as long as the supplier cannot raise the defense of insecurity pursuant to Section 321 of the German Civil Code (BGB) in the case of advance services that it has to provide.

10. Retention of Title
Retention of title that goes beyond a simple retention of title, in particular an extended or prolonged retention of title by the supplier, is expressly objected to. They require our prior written consent in individual cases. Should it nevertheless occur that sub-suppliers assert ownership rights, co-ownership rights or liens against us or have enforcement measures carried out, we will hold the supplier liable for all damages arising therefrom.

11. Transfer of Risk, Notification of Defects
11.1 The risk passes to us after handover of the goods at the delivery address specified in the order, in the case of delivery with installation or assembly as well as in the case of performance-related services after acceptance.
11.2 We only carry out an incoming goods inspection with regard to externally recognizable damage and externally recognizable deviations in identity and quantity by means of random samples. We will notify such defects immediately. We reserve the right to carry out a more extensive incoming goods inspection. Furthermore, we will notify defects as soon as they are discovered in the course of proper business operations. The supplier waives the objection of late notification of defects in this respect. Section 377 (3) of the German Commercial Code (HGB) is excluded.
11.3 The supplier is obliged to carry out sufficient intermediate and final inspections of its production and to subject parts supplied to it by suppliers to an incoming inspection. The number and type of inspections depend on the production reliability of the supplier or its upstream supplier, the type of possible defects and the effects of these on the safety of the product to be delivered and the products that are manufactured with the delivered product.

12. Rights in the Event of Material Defects and Defects of Title
12.1 The supplier is responsible for the freedom from defects of the deliveries and services and the presence of guaranteed quality characteristics. In particular, it guarantees that they comply with the current state of the art, the generally recognized technical and occupational health and safety regulations of authorities and professional associations, are in accordance with the applicable environmental protection regulations and also meet other requirements under legal regulations.
12.2 If the subject of deliveries is machinery, equipment or installations, they must comply with the requirements of the special safety regulations for machinery and installations applicable at the time of contract fulfillment and have CE marking.
12.3 In the event of defects, the claims are governed by statutory provisions with the following special features. The limitation period for defect claims is 3 years. Something else applies if the item is used for a building in accordance with its usual use and has caused its defectiveness. In this case, the defect claims become time-barred in 5 years and 6 months. The limitation period begins with the handover and acceptance of the subject of the contract (transfer of risk). The purchaser has a right to self-remedy for the elimination of defects if there is a minor defect, the elimination of which cannot be postponed and does not require the participation of the supplier. Self-remedy means that the purchaser can have the defect eliminated itself or by a third party commissioned by the purchaser. The costs incurred will be charged to the supplier.
12.4 The purchaser’s right to self-remedy also exists if the supplier does not respond to the notification of a defect by the purchaser within 2 working days or does not begin to remedy the defects within 4 working days of receiving such notification, provided it is entitled to do so under the contract.
12.5 In urgent cases in which subsequent improvement by the seller—insofar as it is entitled to do so under the contract—cannot be awaited to avoid imminent disproportionately high damages, the same applies if the supplier has been informed of the defect. The performance of defect remediation measures by the purchaser does not affect the supplier’s liability for material defects. The supplier waives the objection of late notification of defects in this respect.
12.6 The supplier is also obliged to assume or be liable for any consequential damages resulting from defects, such as costs for the removal and installation of defectively delivered goods plus any further consequential damage or compensation claims.
12.7 The supplier must comply with the statutory provisions (country of destination/federal state) as well as the official orders at the place of destination with regard to environmental protection, especially with regard to hazardous substances, dust emissions and noise.
12.8 Our approval of drawings, calculations or other technical documents of the supplier does not affect its responsibility for defects and the need to stand by guarantee obligations it has assumed.

13. Rights of Use, Defects of Title, Infringement of Third-Party Proprietary Rights
13.1 The supplier is responsible for granting all rights of use that are necessary to achieve the contractually
agreed purpose.
13.2 It is responsible for defects of title in accordance with statutory provisions.
13.3 Notwithstanding this, the supplier ensures that the use of the contractually owed deliveries/services does not infringe patent rights or other industrial property rights of third parties and indemnifies us against all claims made against us due to the infringement of domestic industrial property rights. In addition, it must do everything reasonable to enable us to carry out the contractual use without impairment by third parties.

14. Product Liability, Insurance
14.1 Insofar as the supplier is responsible for product damage, it undertakes to indemnify the purchaser against claims for damages by third parties upon first request, insofar as the cause is set in its sphere of control and organization and it is itself liable in external relations.
14.2 Within the framework of its liability for damage cases within the meaning of Section 14.1, the supplier is also obliged to reimburse any expenses in accordance with Sections 683, 670 of the German Civil Code (BGB) and in accordance with Sections 830, 840, 426 of the German Civil Code (BGB) that arise from or in connection with a recall action carried out by the purchaser. We will inform the supplier—insofar as possible and reasonable—about the content and scope of the recall measures to be carried out and give it the opportunity to comment. Other statutory claims remain unaffected.
14.3 The supplier undertakes to maintain and provide evidence of product liability insurance with a coverage amount of €5 million per personal injury/property damage—lump sum—; if the purchaser is entitled to further claims for damages, these remain unaffected.

15. Place of Performance, Jurisdiction, Applicable Law
15.1 The place of performance for all deliveries and services of the contracting parties is the registered office of the ordering company. If another location is named as the delivery address in the order, this is the place of performance for the supplier’s deliveries/services.
15.2 The place of jurisdiction for all actions arising from the contractual relationship is our registered office for both parties if the supplier is a merchant within the meaning of the German Commercial Code (HGB). This also applies to suppliers with registered offices abroad. However, we have the right to sue it at its general place of jurisdiction as well.
15.3 The law of the Federal Republic of Germany applies to the contractual relationship and related legal disputes. The application of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Law) of April 11, 1980 is excluded. 15.4 The contract language is German. If another language is used in addition, the German wording takes precedence.

16. Code of Conduct of Bembé Parkett GmbH & Co. KG
The supplier undertakes to recognize the principles of our actions and to comply with the regulations on compliance, child labor, forced labor, discrimination and environmental protection in its company in spirit.

17. Severability Clause:
Should one of the above agreed clauses be wholly or partially invalid, the validity of the terms and conditions of purchase shall not be affected thereby. The parties agree that such an invalid clause shall be replaced by a valid one that comes as close as possible to the meaning of the invalid clause.