1. Scope of application

These General Terms and Conditions of Purchase (GTCP) apply to all orders and contracts between BDW Feedmill Systems GmbH & Co. KG and suppliers. These GTCP also apply to future transactions with the same supplier without the need for further explicit reference. Deviating terms and conditions of the supplier shall not be recognized, even if they are included in an order confirmation, unless we have expressly agreed to their validity in writing.

2. Order and order confirmation

Orders shall be placed in writing or electronically.
The supplier is obliged to confirm the order in writing within 3 working days. If no confirmation is received, the order shall be deemed to have been accepted.
Any changes or deviations from the order require our express written consent.

3. Prices and payment

The prices stated in the order are fixed prices and include packaging, transport, customs duties, and all other charges and ancillary costs.
Price changes must be made in writing.
Changes to prices and terms and conditions are only effective if both parties agree to them in writing.
Text form (e.g., email) satisfies the written form requirement, unless expressly agreed otherwise.
Unilateral price changes by one party are excluded.
Payments shall be made within 30 days of receipt of the invoice, net, or within 14 days with a 3% discount. 

4. Delivery and delivery periods

Agreed delivery dates are binding. If the supplier is in default, the purchaser is entitled to procure replacements from third parties after a grace period of 10 calendar days has expired. The supplier shall bear any additional costs incurred as a result.
Further legal claims of the purchaser due to delay in delivery, in particular withdrawal and compensation, remain unaffected.
The supplier is obliged to inform the purchaser immediately and in writing as soon as it becomes apparent that a contractual delivery could be wholly or partially jeopardized or delayed.
If the supplier fails to provide this notification, it shall be liable for all damages resulting from the delayed or omitted information.
Partial deliveries require our prior consent.

5. Quality and warranty rights

The supplier guarantees that the goods comply with the contractually agreed specifications, legal requirements, and the state of the art.
Obligation to inspect and give notice of defects: The obligation to give notice of defects shall only commence upon discovery of the defect, even in the case of hidden defects. The notice of defect shall be deemed to have been given without delay if it is made within 10 working days of discovery. 
In the event of defects, we shall be entitled to the statutory claims, in particular repair, replacement delivery, reduction or withdrawal.
The supplier warrants the contractual items for a period of 24 months under normal continuous operation of 24 hours per day, 365 days per year. The warranty period begins with the successful commissioning (IBN) of the delivery items, but ends no later than 36 months after delivery.

6. Transfer of ownership

Ownership of the delivered goods shall pass to the customer upon delivery and handover, unless otherwise agreed.
However, the supplier shall bear the risk of accidental loss or damage to the goods until acceptance by the customer.
Any deviating agreements must be made in writing.

7. Liability

The supplier shall be liable for all damages incurred by the purchaser as a result of incorrect delivery, delayed delivery, or other breaches of contract.
This liability shall also extend to damages caused by suppliers, subcontractors, or other agents of the supplier.
Further legal claims by the purchaser, in particular claims for damages, shall remain unaffected.

8. Export control / sanctions

The supplier guarantees that the delivered products and services do not violate applicable export control or sanctions regulations. It shall inform the customer immediately of any changes that could restrict the delivery or use of the products. Violations of this obligation shall give rise to liability for all damages.

9. Force majeure

Force majeure includes events beyond the control of the parties, such as natural disasters, war, terrorism, strikes, official measures, or other unforeseeable, unavoidable events. The affected party shall immediately inform the other party in writing of the occurrence, expected duration, and effects. If the event lasts longer than 8 weeks, each party is entitled to withdraw from the contract in whole or in part without incurring any liability for damages. The affected party must take all reasonable measures to mitigate the effects. Payments made shall be refunded to the customer immediately.

10. Documentation obligations

The supplier shall provide the purchaser with all test reports, CE declarations of conformity, safety data sheets, assembly and operating instructions, and other legally required documents together with the goods. These must be provided in full, correctly, and in the agreed language. If the supplier fails to deliver the documentation, it shall be liable for any damage incurred by the purchaser as a result.

11. Place of jurisdiction

The place of performance and jurisdiction is the registered office of the client's commercial branch in Vechta-Calveslage. The law of the Federal Republic of Germany appl

12. Severability clause 

Should individual provisions of these General Terms and Conditions of Purchase (GTCP) be or become invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effects come closest to the objective pursued by the contracting parties with the invalid or unenforceable provision. The above provision shall apply mutatis mutandis in the event that the General Terms and Conditions of Purchase prove to be incomplete.

Vechta-Calveslage, October 7, 2025