§ 1 General/Scope

Only our purchasing conditions apply; any conditions of the supplier that conflict with or deviate from our purchasing conditions are only valid if we have expressly agreed to them in writing. Our purchasing conditions also apply if we accept the delivery or service unconditionally despite being aware of conflicting or deviating conditions of the supplier.
The AEB apply in particular to contracts for the sale and/or delivery of movable items (“goods”) as well as services and work performances, regardless of whether the seller manufactures the goods himself or purchases them from suppliers (§§ 433, 651 BGB).
The AEB only apply if the seller is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
Unless otherwise agreed, the AEB in the version valid at the time of the buyer’s order or at least in the version last communicated to him in text form apply as a framework agreement also for similar future contracts, without us having to refer to them again in each individual case.
Insofar as the contractual services involve construction services or other work services, our General Terms and Conditions of Contract (AVB) take precedence over these purchasing conditions.

§ 2 Conclusion of Contract

Our order is binding at the earliest upon written submission or confirmation. The seller must point out obvious errors (e.g., typing and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance; otherwise, the contract is considered not concluded.
The seller is required to confirm our order in writing within 7 days or to execute it unconditionally, especially by sending the goods or providing the service. Late acceptance is considered a new offer that we must expressly accept for a contract to be concluded.

§ 3 Delivery Time and Delay in Delivery

The delivery or performance time specified in the order is binding. If the delivery or performance time is not stated in the order and has not been otherwise agreed, it is 2 weeks from the conclusion of the contract. The seller is obliged to inform us immediately in writing if he is likely to be unable to meet the agreed delivery or performance times for any reason.
If the seller does not perform his delivery or service, or does not do so within the agreed time, or if he is in default, our rights — in particular to rescission and compensation — are determined by the statutory provisions. The provision under (3) remains unaffected.
If the seller is in default, we can demand a contractual penalty of 1 % of the net price per completed calendar week, but no more than 5 % of the net price of the delayed delivered goods or services. We are entitled to demand the contractual penalty in addition to performance and as a minimum amount of the damages owed by the seller under statutory provisions. The assertion of further damages remains unaffected. If we accept the delayed performance, we will claim the contractual penalty at the latest with the final payment.

§ 4 Performance, Delivery, Transfer of Risk, Default of Acceptance

Delivery must be made at the supplier’s risk and expense to the construction site or other specified location. The delivery note or other shipping documents must indicate the place of use, department, order number, order date, and other markings requested in the order. The supplier bears the consequences of incorrect, incomplete, or late incoming shipping documents.
The seller bears the procurement risk for his services unless otherwise agreed in individual cases (e.g., limitation to stock).
If delivery by truck trains or truck trailers is agreed, it is generally assumed that remaining quantities of the delivery will be delivered by solo trucks without additional charge. Transport costs can only be charged by the supplier if this is expressly agreed in the contract.
If the delivered material is supplied with packaging or transport aids for a fee (e.g., pallets), the supplier is obliged to collect these aids free of charge and with reimbursement of the fee from the delivery location at our request.

§ 5 Quality, Material Defects, and Defects of Title

Our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery) as well as improper assembly, defective assembly, operating or instruction manuals, or other breaches of duty by the seller are governed by the statutory provisions unless otherwise specified below.

According to statutory provisions, the seller is particularly liable for ensuring that the goods or services have the agreed quality at the time of transfer of risk to us. Any product and service descriptions which — particularly by designation or reference in our order — are the subject of the respective contract or which have been incorporated into the contract in the same way as these AEB, are considered agreements on the quality. It makes no difference whether the product or service description originates from us, the seller, or the manufacturer.

Deviating from § 442 Para. 1 Sentence 2 BGB, we are entitled to claims for defects without restriction even if the defect was unknown to us at the time of the conclusion of the contract due to gross negligence, unless the seller can prove that he neither knew nor should have known the defect.

For the commercial duty to examine and notify defects, the statutory provisions (§§ 377, 381 HGB) apply with the following proviso: Our duty to examine is limited to defects that become apparent during our incoming goods inspection under external examination, including the delivery documents, as well as during our quality control by means of random sampling. Otherwise, it depends on the extent to which an examination is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. In all cases, our notification of defects (notice of defect) is deemed to be immediate and timely if it is received by the seller within 5 working days.

The costs incurred by the seller for the purpose of inspection and subsequent performance (including any removal and installation costs) shall also be borne by the seller if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for the removal of defects remains unaffected; however, we are only liable if we recognized or grossly negligently failed to recognize that there was no defect.

If the seller does not fulfill his obligation for subsequent performance — at our option by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) — within a reasonable period set by us, we can remedy the defect ourselves and demand reimbursement of the necessary expenses from the seller or request an appropriate advance payment. If the subsequent performance by the seller has failed or is unreasonable for us (e.g., due to special urgency, endangerment of operational safety, or the imminent occurrence of disproportionate damage), no deadline needs to be set. We will inform the seller of such circumstances immediately, if possible, in advance.
Our claim for damages due to defects particularly includes all expenses and costs related to the defect, as incurred between us and our clients, e.g., the removal and installation costs of the defective items and any compensation claims by our clients.
The limitation period for claims due to defects in delivered building materials or components that have caused a defect in the building is 5 years and 4 weeks, deviating from § 438 Para. 1 BGB.

§ 6 Prices and Payment Terms

The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery to the construction site or another contractual destination, including packaging. The supplier must collect packaging and transport aids. If the supplier fails to meet this obligation despite being given a reasonable grace period, we can dispose of them at the supplier’s expense.
The prices quoted by us are net prices. If the supplier is liable for them, he must separately state the statutory value-added tax.

The agreed price is due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If we make payment within 14 calendar days, the seller grants us a 3 % discount on the net invoice amount. Payment is considered timely if our bank receives our transfer order before the payment deadline. We are not responsible for delays caused by the banks involved in the payment process.
Invoices for materials delivered to different destinations or construction sites must be issued separately.

The following additional provisions apply to purchased services:
– We withhold 1 % of the net invoice amount from each subcontractor’s invoice as a levy for construction electricity, water, and insurance.
– We withhold 5 % of the net invoice amount from each subcontractor’s invoice as a warranty guarantee, which can be replaced by submitting a warranty bond of the same amount.

§ 7 Intellectual Property Rights

The supplier guarantees that no third-party rights are infringed in connection with his delivery or service.
If a third party makes a claim against us in this regard, the supplier is obliged to indemnify us from these claims upon our first written request. The supplier’s indemnification obligation also includes all necessary expenses incurred by us or in connection with a claim by a third party.

§ 8 Confidentiality

The supplier is obliged to keep all received illustrations, drawings, calculations, and other documents and information strictly confidential. They may only be disclosed to third parties with express permission. The confidentiality obligation continues even after the contract has been processed and only expires when and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations, or other documents has become generally known or has been lawfully disclosed.

§ 9 Assignment of Claims

The assignment of claims by the supplier against us to third parties is excluded without our consent. § 354 a HGB remains unaffected.

§ 10 Place of Jurisdiction/Applicable Law

If the supplier is a merchant, the place of jurisdiction is Berlin-Mitte. However, we are also entitled to sue the supplier at his registered office, branch, or the special place of jurisdiction of the place of performance. Alternatively, the parties may agree to arbitration.
Unless otherwise agreed in individual contracts, the law of the Federal Republic of Germany, excluding international uniform law, particularly the UN Sales Convention, applies exclusively.