Conditions of purchase
1. General information
These Conditions of Purchase apply for all business relations concluded by Bavaria Yachtbau GmbH (hereinafter referred to as Bavaria) as the buying or ordering party.
Any deviating conditions of delivery or general terms and conditions of suppliers shall not become an integral part of the contract, even if they are not expressly rejected by Bavaria. Written or oral agreements entered into with the supplier in individual cases shall take precedence over these Conditions of Purchase.
2. Contractual content, conclusion and amendments
The purchase agreement is concluded by a request in form of a written order placed by Bavaria and the acceptance of the request in form of an order confirmation or a commercial confirmation letter by the supplier. Delivery schedules and order confirmations as well as changes and additions to these are subject to the written approval of Bavaria. This also applies for the conclusion of a successive supply contract, whereby the delivery schedules substantiate the seller's delivery commitment.
In the event of a contract conclusion, the specifications made in the order placed by Bavaria as well as all specifications provided by the supplier shall be deemed guaranteed. In particular adherence to delivery dates shall be deemed binding.
Where the contents of the order confirmation deviate from the order with regard to product-related, legal or technical specifications, this shall be deemed as a new request by the supplier. The new request shall only be deemed as accepted by Bavaria, if it is not rejected in writing within three working days after receipt.
If Bavaria does not receive a satisfactory order (with regard to quantity and delivery date), Bavaria shall no longer be bound to the order and is entitled to cancel the order. The cancellation must be made in writing. To come into force, any and all subsequent changes are subject to Bavaria's approval.
The supplier guarantees that the supplied goods and services comply with the requirements regarding environmental protection, accident prevention and other occupational health and safety regulations, technical safety rules as well as all legal requirements applicable in the Federal Republic of Germany. Also, the supplier must notify Bavaria about any special, not generally known treatment and disposal requirements for all deliveries. Subsequently detected safety-relevant defects established during production monitoring must be communicated to the ordering party also after expiration of the warranty period.
To the extent reasonable, Bavaria may request changes to the construction and design of the supplied items. The resulting consequences, i.e. in particular changes to the price and delivery period, must be reasonably negotiated and adjusted on the basis of the contract estimate.
3. Prices and payment terms
The prices specified in the order are fixed prices and therefore binding. They comprise all services and expenses to be provided by the supplier, i.e. in particular including the costs for packaging and transport as well as for customs and other public duties. VAT is not included. Payments shall be made net within 30 days after receipt of the contractually agreed service and the properly issued invoice, unless individual payment terms have been agreed. The payment period commences as soon as the goods or services have been supplied in a complete and timely manner. Where invoices of the supplier do not bear the Bavaria order number, the supplier shall be solely responsible in case of any delays in payment. Payment does not imply acceptance of defective or non-conforming goods or services supplied.
4. Delivery periods and delays
All agreed dates and deadlines as specified in the order confirmation shall be binding. Relevant for compliance with the delivery date is the receipt of the goods by Bavaria. Should the supplier expect any difficulties with regard to compliance with the delivery date or similar circumstances, the supplier must notify Bavaria accordingly under specification of the grounds and expected duration of the delay.
5. Contractual penalty
From the time of the delay in delivery caused by the supplier, Bavaria is entitled to demand a contractual penalty to the sum of 0.25% of the net delivery value per work day started, however no more than 5% of the net supply value. Bavaria may reserve the right to assert the contractual penalty on the supplier's invoice concerning the delayed items, until making the final payment. The assertion of further damages shall remain expressly reserved.
6. Transfer of risk, shipment, invoicing
All deliveries must be supplied together with the delivery note under specification of our order indicators (order number, order item, article number). Different articles must be packed separately and marked.
The packaging for the supplied goods must be coordinated with Bavaria. In general, goods must be packed in such a way that transport, storage and ageing-related damage can be eliminated. In case of non-compliance, any resulting delays in the processing of the order shall be the sole responsibility of the supplier as set out in Section 4. The risk is transferred upon receipt of the goods by Bavaria.
Invoices may only be sent in form of pdf files as an email attachment, to the email address firstname.lastname@example.org and under specification of the order number in the header. Invoices sent by post will only be accepted in substantiated exceptional cases.
7. Investigation of defects - liability for defects
Immediately upon receipt, Bavaria is obligated to check the goods merely for external damage suffered during transport as well as for completeness. Complaints shall be deemed made in due time as long as they are received by the supplier within a deadline of five working days, starting from the receipt of the goods or from the time of discovery in case of hidden defects.
Bavaria is fully entitled to statutory warranty claims. In all cases, we are entitled to demand the rectification of defects or the delivery of new items from the supplier at our own discretion. Our right to receive damage compensation, i.e. in particular compensation in lieu of the contracted service, is expressly reserved.
Bavaria has the right to rectify any defects on its own accord at the expense of the supplier, in cases of imminent danger or special urgency. In such cases, the supplier will be notified in advance.
The limitation period is five years.
8. Availability of spare parts
The supplier guarantees Bavaria that spare parts will be available for at least 10 years after the last delivery of the relevant contractual object, whereby functional comparable or compatible solutions shall also be accepted.
If the supplier discontinues the supply of spare parts prior to expiration of the aforementioned period (min. 10 years) or discontinues the supply of the contractual object during this period, Bavaria shall be granted the opportunity to make last orders.
9. Industrial property rights
The supplier shall assume liability that neither the supplied goods nor the subsequent delivery, processing or use of the supplied goods by Bavaria infringes the industrial property rights of third parties, i.e. in particular utility models, patents or licences.
The supplier indemnifies Bavaria and Bavaria's customers from third-party claims resulting from industrial property right infringements and shall bear all costs incurring for Bavaria in this context. In case of conflicting industrial property rights of third parties, the supplier shall be responsible for obtaining the permit or authorisation for the subsequent delivery, processing and use from the legitimate party - also on behalf of Bavaria - at its own expense.
Where a separate non-disclosure agreement has been entered into between the supplier and Bavaria, the provisions of the NDA shall prevail; these are supplemented by the following provisions. Where no separate NDA has been concluded solely the below provisions shall apply.
The supplier commits to treat all confidential information obtained within the scope of its cooperation with Bavaria as strictly confidential towards third parties. This shall in particular include information on product developments, technical data, prices and order quantities. Information, to the disclosure of which Bavaria has expressly given its consent, is excluded from the above regulation. The confidentiality clause shall equally extend to all employees and agents/vicarious agents of the contacting partner, regardless of the type and legal nature of the cooperation.
The non-disclosure obligations shall remain in force both during as well as after termination of the cooperation. However, the non-disclosure obligation shall not apply if the relevant information demonstrably is or becomes public knowledge without any contribution of the contracting partner. In addition, the obligation shall not apply if information has been or is legitimately obtained by third parties.
Any and all publication or forwarding of information regarding the cooperation with Bavaria to third parties requires the prior written consent of Bavaria.
11. Code of conduct, Safety
The supplier undertakes to work and act in accordance with the standards of the UN Global Compact and the BSCI Code of Conduct. This imperative requirement shall also extend to the supplier’s sub-contractors and other suppliers.
The supplier is obliged to submit all relevant safety data sheets regarding the items delivered by him unsolicited Bavaria to the email address SDB-Bavaria@bavariayachts.com.
12. Final provisions
The supplier may not pass on the order or substantial parts of the order to third parties without the prior written consent of Bavaria.
As soon as the supplier ceases to make payments, a preliminary insolvency administrator is appointed or insolvency proceedings are initiated, Bavaria will be entitled to withdraw from the contract in full or in part.
The court with subject-matter and territorial jurisdiction (ratione materiae and ratione loci) is the Würzburg Regional Court (Landgericht).
The law of the Federal Republic of Germany shall apply exclusively. Application of the UN sales law is excluded.
Should a provision hereunder be or become legally invalid, this shall not affect the validity of the remaining provisions. The other provisions shall continue to remain in force.
Last updated: 15 August 2019