General Terms and Conditions

General Terms of Delivery of Beckmann-Fleige Hydraulik GmbH & Co. KG

I. Validity / Offers
1. These General Terms of Delivery apply to all – including future – contracts of

Beckmann-Fleige Hydraulik
GmbH & Co. KG,
Niggenkamp 4,
59368 Werne
(Local Court Dortmund,
Commercial Register A 14837)
– hereinafter referred to as Beckmann-Fleige –

as seller or contractor with customers as buyers for deliveries, services, and other performances, including contracts for work, in particular repair orders, consultations, proposals, and other ancillary services. For drop shipments, the terms of the price list of the commissioned supplier plant apply additionally. The buyer’s terms of purchase are not recognized, even if Beckmann-Fleige does not expressly object again after receipt by Beckmann-Fleige.

2. Offers from Beckmann-Fleige are non-binding. Oral agreements, promises, assurances, and guarantees made by employees of Beckmann-Fleige in connection with the conclusion of the contract only become binding upon written confirmation by Beckmann-Fleige.
3. In case of doubt, the Incoterms in their latest version shall be decisive for the interpretation of trade clauses.
4. All information such as dimensions, weights, illustrations, descriptions, assembly sketches, and drawings in sample books, price lists, and other printed materials are approximate only, but determined to the best of our knowledge, and are non-binding for Beckmann-Fleige in this respect. The same applies to information from the plants. Models and drawings remain the property of Beckmann-Fleige.
5. “Buyer” within the meaning of these terms also refers to the “ordering party” or “client” in contracts for work.
6. For the purposes of these General Terms of Delivery, a consumer is any natural person who concludes a legal transaction for purposes that cannot be attributed to their commercial or independent professional activity (§ 13 German Civil Code), and an entrepreneur is a natural or legal person or a legal partnership that acts in the exercise of its commercial or independent professional activity when concluding the contract (§ 14 para. 1 German Civil Code).

II. Prices

1. Prices are ex works or warehouse, plus freight and VAT.
2. Unless otherwise agreed, prices are calculated on a time basis according to the hourly rates of Beckmann-Fleige’s service price list valid at the time of contract conclusion. Goods are invoiced “gross for net.”
3. If duties or other external costs included in the agreed price change or arise anew more than four weeks after the conclusion of the contract, Beckmann-Fleige is entitled to adjust the price accordingly.
4. Beckmann-Fleige reserves the right to increase the agreed price for quantities not yet delivered if, due to a change in the raw material and/or economic situation, circumstances arise that significantly increase the cost of manufacturing and/or purchasing the product concerned compared to the time of the price agreement. In this case, the customer may cancel the orders affected by this change within four weeks of notification of the price increase.

III. Payment and Offsetting

1. Unless otherwise agreed or stated in Beckmann-Fleige’s invoices, the purchase price is due immediately upon delivery without any discount and must be paid in such a way that Beckmann-Fleige can dispose of the amount on the due date. The buyer bears the costs of payment transactions. The buyer is entitled to a right of retention and a right of set-off only insofar as their counterclaims are undisputed or have been legally established.

2. In case of exceeding the payment term or default, Beckmann-Fleige will charge interest at a rate of 9 percentage points above the base interest rate of the European Central Bank, unless higher interest rates have been agreed upon. Beckmann-Fleige reserves the right to claim further damages for default.
3. The buyer will be in default no later than 10 days after the due date and receipt of the invoice/payment statement or receipt of the service, without the need for a reminder.
4. A customer who is not a consumer can only offset claims against Beckmann-Fleige if their claims are undisputed or have been legally established.
5. If, after the conclusion of the contract, it becomes apparent that Beckmann-Fleige’s claim for payment is jeopardized by the buyer’s inability to perform, Beckmann-Fleige is entitled to the rights under § 321 German Civil Code (defense of uncertainty). Beckmann-Fleige is then also entitled to make all unbarred claims from the current business relationship with the buyer due. Furthermore, the defense of uncertainty extends to all other outstanding deliveries and services from the business relationship with the buyer.
6. An agreed discount always refers only to the invoice value excluding freight and requires the complete settlement of all due liabilities of the buyer at the time of discounting.
7. For each returned or unpaid direct debit, the customer must reimburse Beckmann-Fleige for the costs incurred to the extent that the customer is responsible for the event causing the costs.
8. Beckmann-Fleige is entitled to send invoices in electronic form, particularly via email.

IV. Execution of Deliveries,
Delivery Periods and Dates

1. Beckmann-Fleige’s delivery obligation is subject to correct and timely self-delivery, unless the incorrect or delayed self-delivery is caused by Beckmann-Fleige.
2. Information on delivery times is approximate. Delivery periods begin on the date of Beckmann-Fleige’s order confirmation and are only valid provided that all details of the order are clarified in a timely manner and all obligations of the buyer are fulfilled in a timely manner, e.g., provision of all official certificates, ordering of letters of credit and guarantees, or payment of advances.
3. For compliance with delivery periods and dates, the time of dispatch from the factory or warehouse is decisive. They are considered met upon notification of readiness for dispatch if the goods cannot be dispatched in time through no fault of Beckmann-Fleige.
4. For retail and counter business, a minimum order value of 20€ net applies immediately. Any difference will be charged as a processing fee.
5. Events of force majeure entitle Beckmann-Fleige to postpone delivery for the duration of the hindrance and a reasonable start-up period. This also applies if such events occur during an existing delay. Force majeure includes monetary, trade policy, and other sovereign measures, strikes, lockouts, operational disruptions not caused by Beckmann-Fleige (e.g., fire, machine or roller breakage, raw material or energy shortages, obstruction of transport routes, delays in import/customs clearance, and all other circumstances which, without being caused by Beckmann-Fleige, significantly impede or make delivery impossible. It is irrelevant whether these circumstances occur at Beckmann-Fleige, the supplier plant, or a sub-supplier. If, due to the aforementioned events, the execution of the contract becomes unreasonable for one of the contracting parties, in particular if the execution of the contract is delayed in essential parts by more than six months, that party may declare the termination of the contract.
6. The buyer must support Beckmann-Fleige’s personnel in carrying out the delivery, especially during repair measures, at the buyer’s expense. The buyer must take the necessary special measures to protect persons and property at the place of delivery, especially at the repair site. The buyer must also inform Beckmann-Fleige’s assembly manager about existing safety regulations, insofar as these are relevant for Beckmann-Fleige’s assembly personnel.
7. The buyer is obliged to provide technical assistance to Beckmann-Fleige at their own expense, in particular for:

a) Provision of the necessary suitable auxiliary personnel (masons, carpenters, locksmiths, and other skilled workers, laborers) in the number required for the delivery, especially the repair, and for the required time; the auxiliary personnel must follow the instructions of Beckmann-Fleige’s assembly manager. Beckmann-Fleige assumes no liability for the auxiliary personnel. If a defect or damage has occurred due to the auxiliary personnel based on instructions from Beckmann-Fleige’s assembly manager, Section XI applies.
b) Execution of all earthworks, construction, bedding, and scaffolding work, including the procurement of the necessary building materials.
c) Provision of the necessary devices and heavy tools (e.g., lifting equipment, compressors) as well as the necessary consumables and
materials (e.g., shoring timber, wedges, shims, cement, plastering and sealing material, lubricants, fuels, drive ropes and
belts).
d) Provision of energy, including the necessary connections.
e) Provision of necessary, dry, and lockable rooms for storing the tools of Beckmann-Fleige’s personnel.
f) Transport of assembly parts at the place of delivery, especially at the place of repair, protection of building materials from harmful influences of any kind, cleaning of the construction site.
g) Provision of suitable, theft-proof common rooms and workspaces (with heating, lighting, washing facilities, sanitary facilities) and first aid for the assembly personnel.
h) Provision of materials and execution of all other actions necessary for the adjustment of the assembled object and for the performance of its contractually intended testing.

7. The buyer’s technical assistance must ensure that assembly or repair work can begin immediately upon arrival of Beckmann-Fleige’s personnel and be carried out without delay until acceptance by the buyer.
8. If the buyer fails to fulfill their obligations, Beckmann-Fleige is entitled, but not obliged, after setting a deadline, to carry out the actions incumbent on the buyer on their behalf and at their expense. Furthermore, Beckmann-Fleige’s rights and claims remain unaffected.
9. Old parts become the property of Beckmann-Fleige, unless the return of the old parts to the buyer is expressly agreed upon at the time of contract conclusion.
10. Insofar as the subject of the contract is training services from Beckmann-Fleige, these will be carried out according to the contractual agreements. A specific success is not owed. Written cancellations can be made free of charge up to four weeks before the start of the training. For cancellations less than four weeks in advance, 50% of the fees will be charged. For cancellations within one week before the start, the entire fees will be invoiced. Beckmann-Fleige reserves the right to cancel or postpone training events for organizational or technical reasons (e.g., if the minimum number of participants dependent on the training type is not reached, or due to a short-term, illness-related absence of a speaker, or force majeure). In the event of a cancellation by Beckmann-Fleige, an attempt will be made to rebook participants for another date, provided the participants agree. If the participant is unable to attend due to a date change, the contract may be terminated in this respect, and any training fees already incurred will be refunded, possibly proportionally. Further claims do not exist. Any working documents provided by Beckmann-Fleige are protected by copyright and may not be reproduced or distributed, even in extracts, without the consent of Beckmann-Fleige. Beckmann-Fleige reserves all rights in this regard.
11. Beckmann-Fleige will in no case assume contractual penalty obligations in the event of delay in delivery or performance.

V. Retention of Title
1. All delivered goods remain the property of Beckmann-Fleige (reserved goods) until all claims, in particular also the respective balance claims, to which we are entitled within the framework of the business relationship (balance retention) and the claims that are unilaterally established by the insolvency administrator by way of choice of performance, have been fulfilled. This also applies to future and conditional claims, e.g., from accepted bills of exchange, and even if payments are made on specifically designated claims. This balance retention expires definitively with the settlement of all claims still open at the time of payment and covered by this balance retention.
2. The processing and transformation of the reserved goods are carried out for Beckmann-Fleige as the manufacturer within the meaning of § 950 German Civil Code, without obliging Beckmann-Fleige. The processed and transformed goods are considered reserved goods within the meaning of paragraph 1. In the event of processing, combining, and mixing of the reserved goods with other goods by the buyer, Beckmann-Fleige is entitled to co-ownership of the new item in proportion to the invoice value of the reserved goods to the invoice value of the other goods used. If Beckmann-Fleige’s ownership expires due to combination or mixing, the buyer hereby assigns to Beckmann-Fleige the ownership rights to the new stock or item to which the buyer is entitled, to the extent of the invoice value of the reserved goods, and stores them free of charge for Beckmann-Fleige. Beckmann-Fleige’s co-ownership rights are considered reserved goods within the meaning of paragraph 1.
3. The buyer may only sell the reserved goods in the ordinary course of business under their normal business conditions and only as long as they are not in default, provided that the claims from the resale pass to Beckmann-Fleige according to paragraphs 4 to 6 below. The buyer is not entitled to any other dispositions of the reserved goods.
4. The claims arising from the resale of the reserved goods, together with all securities that the buyer acquires for the claim, are hereby assigned to Beckmann-Fleige. They serve as security to the same extent as the reserved goods. If the reserved goods are sold by the buyer together with other goods not purchased from Beckmann-Fleige, the claim from the resale is hereby assigned to Beckmann-Fleige in proportion to the invoice value of the reserved goods to the invoice value of the other goods sold. In the event of the sale of goods in which Beckmann-Fleige has co-ownership shares according to para. 2, a part corresponding to its co-ownership share is assigned to Beckmann-Fleige. If the reserved goods are used by the buyer to fulfill a contract for work, the claim from the contract for work is hereby assigned to Beckmann-Fleige in advance to the same extent.
5. The buyer is entitled to collect claims from the resale. This authorization to collect expires in the event of Beckmann-Fleige’s revocable right at any time, but at the latest upon the buyer’s payment default, non-payment of a bill of exchange, or application for the opening of insolvency proceedings. Beckmann-Fleige undertakes not to exercise its right of revocation unless it becomes apparent after the conclusion of the contract that Beckmann-Fleige’s claim for payment from this contract or from other contracts with the buyer is jeopardized by the buyer’s inability to perform. Upon request by Beckmann-Fleige, the buyer is obliged to immediately inform their customers of the assignment to Beckmann-Fleige and to hand over to Beckmann-Fleige the documents necessary for collection.
6. An assignment of claims from the resale is inadmissible, unless it is an assignment by way of genuine factoring, which is notified to Beckmann-Fleige and in which the factoring proceeds exceed the value of Beckmann-Fleige’s secured claims. With the credit of the factoring proceeds, Beckmann-Fleige’s claim becomes due immediately.
7. The buyer must immediately inform Beckmann-Fleige of any seizure or other impairment by third parties. The buyer bears all costs incurred to lift the access or to return the reserved goods, insofar as they are not reimbursed by third parties to Beckmann-Fleige.
8. If the buyer defaults on payment or fails to honor a bill of exchange when due, Beckmann-Fleige is entitled to take back the reserved goods and, if necessary, to enter the buyer’s premises for this purpose. The same applies if, after the conclusion of the contract, it becomes apparent that Beckmann-Fleige’s claim for payment from this or other contracts with the buyer is jeopardized by the buyer’s inability to perform. The return is not a withdrawal from the contract. Provisions of the Insolvency Code remain unaffected.
9. If the invoice value of the existing securities exceeds the secured claims, including ancillary claims (interest, costs, etc.), by a total of more than 50%, Beckmann-Fleige is obliged, upon the buyer’s written request, to release securities at Beckmann-Fleige’s discretion to that extent.

10. The buyer is obliged to always treat the delivered item with care, in particular, they are obliged to adequately insure it at their own expense against fire, water, and theft damages at its new value. If maintenance or inspection work is required, the buyer must carry it out in a timely manner at their own expense.

VI. Qualities, Dimensions, and Weights

1. Grades and dimensions are determined according to what has been agreed upon, or in the absence of an agreement, according to the standards valid at the time of contract conclusion, or in the absence of such, according to trade custom. References to standards such as DIN/EN or their components such as material data sheets, test certificates, and test standards, as well as information on grades, dimensions, weights, and usability, are not assurances or guarantees, nor are declarations of conformity, manufacturer’s declarations, and corresponding markings such as CE and GS.
2. For weights, the weighing carried out by Beckmann-Fleige or Beckmann-Fleige’s sub-supplier is decisive. Beckmann-Fleige is entitled to determine the weight without weighing according to standard (theoretical) plus 2.5% (commercial weight). Beckmann-Fleige can also determine the weights theoretically without weighing according to the length or area of the products. In doing so, Beckmann-Fleige can determine the dimensions according to recognized statistical methods. Quantities, bundle numbers, etc., indicated in the dispatch note are non-binding for goods calculated by weight. Unless individual weighing is carried out, the total weight of the shipment applies in each case. Differences from the calculated individual weights are distributed proportionally among them.

VII. Acceptance

1. If acceptance has been agreed upon, it can only take place at the delivery plant or Beckmann-Fleige’s warehouse immediately after notification of readiness for acceptance. The buyer bears the personal acceptance costs, while the material acceptance costs will be charged to them according to Beckmann-Fleige’s service price list or, if applicable, the price list of the delivery plant.
2. If acceptance does not occur, is not timely, or is incomplete through no fault of Beckmann-Fleige, Beckmann-Fleige is entitled to use the goods without acceptance or to store them at the buyer’s expense and risk and to charge the buyer.

VIII. Dispatch, Transfer of Risk,
Packaging, Partial Deliveries

1. Beckmann-Fleige determines the shipping route and means of transport, as well as the freight forwarder and carrier.
2. If, through no fault of Beckmann-Fleige, transport on the intended route or to the intended location becomes impossible or significantly more difficult within the intended time, Beckmann-Fleige is entitled to deliver by another route or to another location; the resulting additional costs shall be borne by the buyer. The buyer will be given the opportunity to comment beforehand.
3. The goods are delivered unpackaged and not protected against rust. If customary in trade, Beckmann-Fleige delivers packaged. Beckmann-Fleige provides packaging, protective and/or transport aids according to Beckmann-Fleige’s experience at the buyer’s expense. They will be taken back at Beckmann-Fleige’s warehouse. Beckmann-Fleige does not cover the buyer’s costs for return transport or for their own disposal of the packaging.
4. Beckmann-Fleige is entitled to make partial deliveries to a reasonable extent. Beckmann-Fleige is entitled to reasonably exceed or fall short of the agreed delivery quantities. The indication of an approximate quantity entitles Beckmann-Fleige to exceed or fall short by up to 10% and to charge accordingly.
5. Beckmann-Fleige is entitled to obtain electronic confirmation of receipt of the goods from the recipient.

IX. Call-off Orders

1. For call-off orders, unless otherwise agreed in writing, goods reported ready for dispatch must be called off immediately; otherwise, Beckmann-Fleige is entitled, after a reminder, to dispatch them at the buyer’s expense and risk at Beckmann-Fleige’s discretion or to store them at Beckmann-Fleige’s own discretion and invoice them immediately.
2. For contracts with continuous delivery, Beckmann-Fleige must be given call-offs and grade classifications for approximately equal monthly quantities; otherwise, Beckmann-Fleige is entitled to make the determinations itself at Beckmann-Fleige’s reasonable discretion.
3. If the individual call-offs collectively exceed the contract quantity, Beckmann-Fleige is entitled, but not obliged, to deliver the excess quantity. Beckmann-Fleige can charge the excess quantity at the prices valid at the time of the call-off or delivery.

X. Liability for Material Defects
1. Material defects of the goods must be reported by the buyer to Beckmann-Fleige immediately, at the latest seven days after delivery, in writing. Material defects that cannot be discovered even with the most careful inspection within this period must be reported by the buyer to Beckmann-Fleige immediately after discovery, at the latest before the expiry of the agreed or statutory limitation period, in writing – with immediate cessation of any processing or transformation. In the event of an insignificant reduction in the value or suitability of the goods, Beckmann-Fleige’s liability for material defects is excluded. If goods have already been resold, processed, or altered, the buyer is only entitled to the right of reduction.
2. After the buyer has carried out an agreed acceptance of the goods, claims for material defects that were detectable during the agreed type of acceptance are excluded.
3. In the event of a justified, timely notification of defects by the buyer, Beckmann-Fleige may, at Beckmann-Fleige’s discretion, remedy the defect or deliver a defect-free item (subsequent performance). If subsequent performance fails or is refused, the buyer may reduce the purchase price or, after setting and unsuccessfully expiring a reasonable deadline, withdraw from the contract. If the defect is not significant, the buyer is only entitled to the right of reduction.
4. If the buyer does not immediately give Beckmann-Fleige the opportunity to ascertain the material defect, in particular, if they do not immediately provide the complained goods or samples thereof upon request, all rights due to the material defect are forfeited.
5. Beckmann-Fleige only covers expenses in connection with subsequent performance if they are reasonable in the individual case, especially in relation to the purchase price of the goods, but in no case exceeding 150% of the goods’ value. Costs in connection with the installation and removal of the defective item are excluded, as are the buyer’s costs for self-remedy of a defect without the legal prerequisites having been met. Beckmann-Fleige does not cover expenses incurred because the sold goods have been moved to a location other than the buyer’s registered office or branch, unless this corresponds to their contractual use.
6. The buyer’s rights of recourse under § 478 German Civil Code remain unaffected.
7. Beckmann-Fleige does not provide any warranty for a specific purpose or suitability of the goods, unless otherwise agreed in writing; otherwise, the risk of use and application lies exclusively with the buyer.

XI. General Limitation of Liability

1. Due to breaches of contractual and non-contractual obligations, in particular due to impossibility, delay, fault during contract initiation, and tort, Beckmann-Fleige – also for its executive employees and other vicarious agents – is only liable in cases of intent and gross negligence, limited in scope to the contract-typical damage foreseeable at the time of contract conclusion.
2. These limitations do not apply in the event of culpable breach of essential contractual obligations, insofar as the achievement of the contract’s purpose is jeopardized, in cases of mandatory liability under the Product Liability Act, for damages to life, body, and health, and also not if and to the extent that Beckmann-Fleige fraudulently concealed defects of the item or guaranteed their absence. The rules on the burden of proof remain unaffected by this.
3. Unless otherwise agreed, claims that the buyer has against Beckmann-Fleige arising from or in connection with the delivery of the goods expire one year after delivery of the goods, unless they involve compensation for bodily injury or health damage or a typical, foreseeable damage, or are based on intent or gross negligence of Beckmann-Fleige, its executive employees, or other vicarious agents. Beckmann-Fleige’s liability for intentional or grossly negligent breaches of duty, as well as the limitation period for statutory recourse claims, remain unaffected. In cases of subsequent performance, the limitation period does not begin to run anew.

XII. Place of Performance, Jurisdiction, and Applicable Law

1. The place of performance for Beckmann-Fleige’s deliveries is the delivery plant for ex-works deliveries, and Beckmann-Fleige’s warehouse for all other deliveries.
2. If the customer is a merchant and the disputed business relationship is attributable to their commercial operations, Beckmann-Fleige may sue this customer, at Beckmann-Fleige’s discretion, at Beckmann-Fleige’s registered office or at another competent court; the same applies to a legal entity under public law and to special public-law funds. Beckmann-Fleige itself can only be sued by these customers at Beckmann-Fleige’s registered office. An exclusive place of jurisdiction takes precedence.
3. The agreement on jurisdiction also applies to customers who carry out comparable commercial activities abroad, as well as to foreign institutions that are comparable to domestic legal entities under public law or domestic special public-law funds.

4. For all legal relationships between Beckmann-Fleige and the buyer, German substantive law applies in addition to these terms. The provisions of German International Private Law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, do not apply.

XIII. Miscellaneous

1. If a buyer residing outside the Federal Republic of Germany (foreign customer) or their representative picks up goods or transports or ships them abroad, the buyer must provide Beckmann-Fleige with the tax-required proof of tax. If this proof is not provided, the buyer must pay the sales tax applicable for deliveries within the Federal Republic on the invoice amount.
2. For deliveries from the Federal Republic of Germany to other EU member states, the buyer must inform Beckmann-Fleige of their VAT identification number, under which they carry out intra-EU acquisition taxation, before delivery. Otherwise, they must pay Beckmann-Fleige the legally owed VAT amount in addition to the agreed purchase price for Beckmann-Fleige’s deliveries. For every tax-free intra-Community delivery from the Federal Republic of Germany to another EU member state, the buyer of the goods is obliged, according to §§ 17a and 17c of the German VAT Implementation Ordinance (UStDV), to provide Beckmann-Fleige with a confirmation of the actual arrival of the goods in the other EU member state (proof of arrival). The proof is provided on a form supplied by Beckmann-Fleige. If this proof is not provided, the buyer must pay the VAT rate applicable for deliveries within the Federal Republic of Germany based on the previous (net) invoice amount.
3. Beckmann-Fleige is entitled to provide services through third parties as subcontractors. Beckmann-Fleige is liable for the performance of subcontractors as for its own actions.
4. The customer may only transfer the rights and obligations arising from this contract to a third party with Beckmann-Fleige’s prior written consent.
5. Upon the death of a customer who was a natural person, anyone claiming to be the customer’s legal successor to Beckmann-Fleige must provide suitable proof of their inheritance rights to Beckmann-Fleige. If Beckmann-Fleige is presented with a copy or certified copy of the last will (testament, inheritance contract) together with the corresponding opening protocol, Beckmann-Fleige may consider the person named therein as heir or executor as the authorized person and, in particular, make payments to them with discharging effect. This does not apply if Beckmann-Fleige knows that the person named therein is not authorized to dispose (e.g., after contestation or due to invalidity of the will) or if Beckmann-Fleige has not become aware of this due to negligence.
6. For the proper processing of the business relationship, it is necessary that the customer immediately notifies Beckmann-Fleige of changes to their name and address, as well as the expiry or change of any power of representation granted to Beckmann-Fleige by law or legal transaction (in particular a power of attorney). This notification obligation also exists if the power of representation is entered in a public register (for example, in the commercial register) and its expiry or change is entered in this register. Furthermore, additional statutory notification obligations, in particular from the Money Laundering Act, may arise.

1. Should any provision of these General Terms of Delivery be or become invalid, this shall not affect the validity of the remaining provisions.

XIV. Information on the Right of Withdrawal
In the event that the customer is a consumer and the contract has been concluded exclusively using means of distance communication, e.g., via our online shop “my-hydraulik24.com”, they have a right of withdrawal in accordance with the following provisions:

Exclusion or Expiration Grounds
The right of withdrawal does not apply to contracts

1. 1. for the supply of goods that are not prefabricated and for the manufacture of which an individual choice or determination by the consumer is decisive or which are clearly tailored to the personal needs of the consumer;
   2. for the supply of goods that can spoil quickly or whose expiry date would be quickly exceeded;
   3. for the delivery of alcoholic beverages whose price was agreed upon at the time of contract conclusion, but which can be delivered no earlier than 30 days after contract conclusion and whose current value depends on market fluctuations over which the seller has no control;
   4. for the delivery of newspapers, periodicals, or magazines, with the exception of subscription contracts.

The right of withdrawal expires prematurely for contracts

1. 1. for the delivery of sealed goods that are not suitable for return for reasons of health protection or hygiene if their seal has been removed after delivery;
   2. for the delivery of goods if, after delivery, they have become inseparably mixed with other goods due to their nature;
   3. for the delivery of audio or video recordings or computer software in a sealed package if the seal has been removed after delivery.

Status: October 31, 2019

General Terms and Conditions of Purchase of Beckmann-Fleige Hydraulik GmbH & Co. KG

I. Applicability/Inquiries

1. These General Terms and Conditions of Purchase apply to all—including future—contracts of

Beckmann-Fleige Hydraulik
GmbH & Co. KG,
Niggenkamp 4,
59368 Werne
(Amtsgericht Dortmund,
HRA 14837)
—hereinafter referred to as: Beckmann-Fleige—

as buyer, purchaser, or client with companies, legal entities under public law, and special funds under public law as sellers for the ordering of goods, services, and other performances (including works contracts, consultations, proposals, or other ancillary services).

2. These General Terms and Conditions of Purchase apply exclusively even if Beckmann-Fleige, with knowledge of conflicting or deviating terms and conditions of the seller, accepts or pays for the seller’s deliveries or services.
3. The interpretation of trade terms is governed by the Incoterms in their respective current version.
4. “Seller” within the meaning of these terms and conditions also refers to the “contractor” or “service provider” in the case of works contracts.

II. Orders

1. Orders from Beckmann-Fleige are only binding if they are agreed upon in writing by Beckmann-Fleige. Oral agreements—including subsequent amendments and supplements to agreements already recorded in writing—require written confirmation by Beckmann-Fleige to be effective.
2. Cost estimates are a binding basis for resulting orders during the period of their validity. The seller’s cost estimates are not to be remunerated unless expressly agreed otherwise.

3. Documents used by the seller in business dealings with Beckmann-Fleige must include at minimum: order number, commission number, plant, receiving location, complete article text description and project designation, quantities and units of measurement, as well as VAT identification number (for imports from the EU).

III. Prices

1. The prices are fixed prices. They include everything the seller must provide to fulfill its delivery or service obligation.
2. For pricing stated as “delivered duty paid,” “delivered to destination,” or other “free/franco” deliveries, the price includes freight and packaging costs. Beckmann-Fleige pays for packaging only if and to the extent that remuneration for it has been expressly agreed upon.
3. For non-prepaid delivery, Beckmann-Fleige assumes only the most favorable freight costs, unless Beckmann-Fleige has specified a particular method of shipment.

IV. Scope of Delivery/Service; Ownership; Usage Rights

1. The scope of delivery/service includes, among other things, that

• the seller transfers to Beckmann-Fleige ownership of all technical documents (including those for subcontractors) as well as other documents required for new production and operational maintenance. These technical documents must be written in German and in accordance with the International System of Units (SI),
• the seller grants Beckmann-Fleige spatially, temporally, and substantively unlimited, non-exclusive, and irrevocable rights to use all deliveries/services in all known and unknown types of use; in particular, Beckmann-Fleige is entitled without restriction to reproduce, edit, distribute in unaltered and altered form, publicly reproduce by wire or wireless means, and transfer all contractually granted usage rights to third parties for consideration or free of charge.

• the seller grants Beckmann-Fleige exclusive usage and exploitation rights to such deliveries/services that it creates individually for Beckmann-Fleige, to the extent described above,
• the seller warrants that it strictly observes the provisions of the Employee Inventions Act and claims the respective inventions in a timely manner. This also applies insofar as the seller does not employ its own employees or workers but has employed third parties within the framework of permissible temporary employment.
• Beckmann-Fleige has unlimited authority to carry out repairs to the accepted deliveries or services and modifications thereto itself or to have them carried out by third parties, and furthermore to manufacture spare parts itself or have them manufactured by third parties.

2. If there is to be a deviation from the agreed scope of delivery or service, the seller is only entitled to additional demands or schedule changes if a corresponding written supplementary agreement with Beckmann-Fleige has been concluded before execution.
3. The ordered quantities are binding. In the case of over-deliveries or over-performances, Beckmann-Fleige is entitled to reject them at the seller’s expense and risk.

V. Quality

The seller must establish and maintain a documented quality assurance system that is suitable in type and scope and corresponds to the latest state of the art. It must create records, particularly of its quality inspections, and make them available to Beckmann-Fleige upon request. The seller hereby consents to quality audits to assess the effectiveness of its quality assurance system by Beckmann-Fleige or a party commissioned by it.

VI. Delivery and Service Periods/Delivery and Service Dates, Default

1. Agreed dates are binding. If agreed dates are not met, the statutory provisions apply unless otherwise agreed between the contracting parties. The delivery period begins on the day of the legally binding order, unless otherwise agreed in writing. A delivery or service provision before the agreed dates entitles Beckmann-Fleige to reject the delivery or service until the time of maturity.
2. Compliance with the delivery date or delivery period is determined by the receipt of the goods at Beckmann-Fleige, unless otherwise agreed in writing. This also applies to all shipping documents, operating instructions, and other certificates that are part of the seller’s deliveries.
3. If the seller recognizes that an agreed date cannot be met, it must immediately notify Beckmann-Fleige in writing, stating the reasons and the expected duration of the delay. At the same time, suitable countermeasures to avert the consequences must be proposed to Beckmann-Fleige.
4. The unconditional acceptance of the late delivery or service by Beckmann-Fleige does not constitute a waiver of the claims for damages to which Beckmann-Fleige is entitled; this applies until full payment of the remuneration owed by Beckmann-Fleige for the affected delivery/service.
5. In the event of delivery delay for a reason for which the seller is responsible, without prejudice to the above provisions in paragraphs 1 to 4, a contractual penalty becomes due to Beckmann-Fleige, which, in the absence of a different agreement, amounts to 0.50% of the net purchase price for each week of delay commenced, up to a maximum of 5.00% of the net purchase price.
6. If a ship is nominated by one of the contracting parties for the shipment of the goods and this ship is accepted by the other party, the seller bears the costs for demurrage, dead freight, etc., regardless of the provision in paragraph 5, if the goods—for whatever reasons—are not shipped or not shipped at the scheduled time.

VII. Delivery/Service and Storage, Transfer of Risk

1. Insofar as the seller and Beckmann-Fleige agree on the applicability of one of the international trade terms “Incoterms” developed by the International Chamber of Commerce (ICC) for the contract, the respective current version is authoritative. They apply only to the extent that they do not conflict with provisions of these General Terms and Conditions of Purchase and other agreements made. Unless otherwise agreed in writing, delivery or service must be made delivered duty paid (DDP “Delivered Duty Paid” according to Incoterms) to the place of delivery/service or use specified in the order.
2. Deliveries or services must be made to the specified shipping address. Delivery or service to a receiving location other than that designated by Beckmann-Fleige does not result in transfer of risk to Beckmann-Fleige, even if this location accepts the delivery or service. The seller bears the additional costs to Beckmann-Fleige resulting from delivery or service to a location other than the agreed receiving location.
3. Partial deliveries or partial services are not permitted unless Beckmann-Fleige has expressly consented to them. Partial deliveries or partial services must be marked as such; delivery or service notes must be submitted in triplicate.
4. Over-deliveries or under-deliveries are only permitted within the customary commercial range.
5. If weighing is required, the weight determined on Beckmann-Fleige’s calibrated scales is authoritative.
6. Insofar as the seller is entitled to return of the packaging necessary for the deliveries or services, the delivery or service documents must be provided with a clear notice. In the absence of marking, Beckmann-Fleige disposes of the packaging at the seller’s expense; in this case, the seller’s claim for return of the packaging expires.
7. Storage of items required for the provision of delivery or service on Beckmann-Fleige’s premises may only take place in designated storage areas. The seller bears full responsibility and risk for these items until transfer of risk for the entire order.
8. During transport, statutory provisions must be observed, in particular the provisions of the Act on the Transport of Dangerous Goods and the applicable Dangerous Goods Regulation, including the respective annexes and appendices.
9. The declaration of goods in waybills must be made in accordance with the currently valid regulations of the railways for rail shipment. Costs and damages arising from incorrect or omitted declarations are borne by the seller.
10. The provider of the delivery or service must have receipt of shipments confirmed in writing by the specified receiving location.
11. The seller bears the risk of accidental loss and accidental deterioration, even for “franco” and “delivered duty paid” deliveries, until handover of the goods at the destination.
12. The seller bears packaging costs unless otherwise agreed in writing. If Beckmann-Fleige bears the costs of packaging in individual cases, it must be charged to Beckmann-Fleige at a reasonable rate. Return obligations are governed by the Packaging Ordinance in its respective valid version. In the case of freight-free return of packaging, the packaging must be credited at 2/3 of the calculated value.

VIII. Execution, Subcontractors, Assignments
Insofar as deliveries or services under works contracts are concerned, the following applies:

1. The seller is not entitled to transfer execution of the respective contract in whole or in part to third parties without the written consent of Beckmann-Fleige.
2. The seller is obligated to name its subcontractors to Beckmann-Fleige upon its request, which is permissible at any time.
3. The seller may not assign its contractual claims against Beckmann-Fleige to third parties or have them collected by third parties. Excluded from this are claims that have been legally established against Beckmann-Fleige or are undisputed by Beckmann-Fleige.

VIII. Termination

1. Beckmann-Fleige has the right to terminate the contract in whole or in part without stating reasons. In such a case, Beckmann-Fleige is obligated to pay for all deliveries or services provided up to that point and to reasonably remunerate procured materials and delivered or performed work; in this case, Section 648 sentence 2 of the German Civil Code (BGB) applies. Further claims by the seller are excluded.
2. Beckmann-Fleige has the right to terminate without notice for good cause, particularly if a substantial deterioration in the seller’s financial situation occurs or threatens to occur and thereby the fulfillment of the seller’s obligations to Beckmann-Fleige is jeopardized. In this case, Beckmann-Fleige has the right to take over goods and/or semi-finished products, including any special operating equipment, on reasonable terms.

IX. Invoicing, Payment, Set-off

1. Payment is due—in the absence of other agreements or more favorable terms from the seller—upon receipt of an invoice in accordance with Section 14 of the German VAT Act (UStG) within 14 days less 3% discount or within 30 days net. Settlement of the invoice takes place no later than 30 days after delivery or service and receipt of invoice. A service performed and accepted before the agreed date does not affect the payment period tied to that date.
2. Payment and discount periods run from receipt of invoice, but not before receipt of goods or, in the case of services, not before their acceptance and, if documentation, test certificates (e.g., mill certificates or similar) are part of the scope of service, not before their contractual handover to Beckmann-Fleige.
3. Beckmann-Fleige pays by check or bank transfer. Payment is timely if the check is sent by mail on the due date or the transfer is instructed to the bank on the due date.
4. Maturity interest is excluded. The default interest rate is 5 percentage points above the base rate according to Section 247 of the German Civil Code (BGB). Beckmann-Fleige is free to prove that the seller has incurred a lower default damage than claimed by the seller or no damage at all.
5. Rights of set-off and retention are available to Beckmann-Fleige to the statutory extent. The seller may only set off undisputed or legally established claims; retention rights are available to it only insofar as they are based on the same legal relationship.

X. Claims for Defects

1. The seller warrants, regardless of fault, that its delivery or service has the agreed quality, fulfills the intended purpose, and complies with the recognized rules of technology and the agreed properties and standards. If Beckmann-Fleige incurs costs as a result of defective delivery or service, such as transport, travel, labor, material costs, or contractual penalties, the seller must indemnify Beckmann-Fleige from these costs.
2. The seller must remedy or re-deliver or re-perform all defects complained of within the limitation period, at the choice of Beckmann-Fleige, immediately in such a way that Beckmann-Fleige incurs no costs. The seller bears the costs of defect remediation or replacement delivery or replacement service, including all ancillary costs (e.g., freight), in accordance with statutory provisions. If the seller does not fulfill its obligation for subsequent performance within a reasonable period set by Beckmann-Fleige, Beckmann-Fleige may remedy the defect itself and demand reimbursement from the seller for the expenses required for this or a corresponding advance payment. The statutory rights to withdrawal, reduction, or damages remain unaffected. A subsequent improvement by the seller is deemed to have failed after the first unsuccessful attempt.
3. The limitation period for defect liability claims begins with the complete delivery or service of the scope of delivery or service or, if acceptance has been agreed, with acceptance.
4. Defect claims become time-barred in 36 months; longer statutory limitation periods remain unaffected. For newly delivered or newly performed parts, the limitation period begins anew; for repaired parts, only if it concerns the same defect or the consequences of defective subsequent performance, the subsequent performance is characterized by a larger scope, special duration, or higher costs, and the seller does not expressly remedy the defect only as a gesture of goodwill, to avoid disputes, or in the interest of continuing the delivery relationship. The goods are inspected by Beckmann-Fleige—or in the case of direct delivery by its customer—after receipt to the extent reasonable and technically possible for quality and completeness, and defects found are immediately complained of. The complaint is in any case timely if it reaches the seller within a period of eight working days, unless a longer period is appropriate in individual cases, calculated from receipt of goods or, in the case of hidden defects, from discovery, by letter, fax, email, or telephone. For defects complained of within the limitation period, the period ends at the earliest six months after the complaint is raised. The seller waives the objection of late defect notification (Sections 377, 381 paragraph 2 of the German Commercial Code (HGB)) for defects other than obvious ones.
5. Beckmann-Fleige may demand reimbursement from the seller for expenses in connection with a defect that Beckmann-Fleige must bear in relation to its customer if the defect was already present when the risk passed to Beckmann-Fleige.

XI. Warranties, Indemnifications

1. The seller warrants to Beckmann-Fleige that it complies with the requirements of the Minimum Wage Act and indemnifies Beckmann-Fleige from claims by third parties, particularly those under Section 13 of the Minimum Wage Act (MiLoG).
2. Should claims for damages by third parties be legitimately asserted against Beckmann-Fleige due to the seller’s deliveries or services, the seller indemnifies Beckmann-Fleige in full from such claims upon first request and undertakes to assume the attorney and court costs incurred by Beckmann-Fleige in defending against these claims or in asserting the indemnification claim against the seller.
3. The seller further warrants that goods produced, stored, transported, delivered to Beckmann-Fleige, or taken over by it on behalf of Beckmann-Fleige are produced, stored, processed, and loaded at secure operating sites and secure transshipment locations and are protected from unauthorized access during production, storage, processing, loading, and transport. The seller warrants that the personnel employed for the production, storage, processing, loading, transport, and takeover of such goods are reliable and that it has checked them against the currently valid EU sanctions lists. The seller further warrants that all business partners acting on its behalf have been informed that they must also take measures to secure the above-mentioned supply chain. The seller further warrants that it only uses suppliers who have agreed that their data will be checked against the currently valid EU sanctions lists.

XII. Place of Performance, Jurisdiction

1. The place of performance for all deliveries or services is the receiving location designated by Beckmann-Fleige; in the absence of such an agreement, the plant of Beckmann-Fleige.
2. If the seller is a merchant and the disputed business relationship is attributable to the operation of its commercial business, Beckmann-Fleige may sue this seller at the choice of Beckmann-Fleige at the registered office of Beckmann-Fleige or at another competent court; the same applies to a legal entity under public law and to special funds under public law. Beckmann-Fleige itself may only be sued by this seller at the registered office of Beckmann-Fleige.
3. The jurisdiction agreement also applies to sellers who conduct comparable commercial activities abroad, as well as to foreign institutions that are comparable to domestic legal entities under public law or to domestic special funds under public law.

XIII. Applicable Law

All legal relationships between Beckmann-Fleige and the seller are governed by the substantive law of the Federal Republic of Germany, excluding the United Nations Convention of April 11, 1990, on Contracts for the International Sale of Goods (CISG) in its respective valid version and excluding the provisions of private international law.

XIV. Advertising Prohibition

The use of Beckmann-Fleige’s logo and word mark, as well as any mention of Beckmann-Fleige or individual group companies as reference customers of the seller, requires prior written consent from Beckmann-Fleige for each individual case.

XV. Confidentiality Obligation

The seller will maintain confidentiality toward third parties regarding all operational processes, facilities, installations, documents, etc., at Beckmann-Fleige and its customers that become known to the seller in connection with its activities for Beckmann-Fleige, even after submission of the respective offers or completion of the contract. It undertakes to impose corresponding obligations on its vicarious agents or assistants.

XVI. Retention of Title

1. Beckmann-Fleige only recognizes a simple retention of title by the seller if ownership of the goods passes to Beckmann-Fleige no later than upon payment and Beckmann-Fleige is authorized to resell and forward in the ordinary course of business even before payment. Special forms of the seller’s retention of title, in particular extended, downstream, or prolonged retention of title, current account reservation, or group reservation, are excluded vis-à-vis Beckmann-Fleige. Contrary terms and conditions are not recognized by Beckmann-Fleige; they are hereby expressly objected to.
2. Based on the retention of title, the seller may only demand return of the goods if it has previously withdrawn from the contract.

XVII. Partial Invalidity

Should individual provisions of these terms and conditions be wholly or partially invalid, these terms and conditions remain valid in all other respects.

XVIII. Data Protection

Beckmann-Fleige hereby notifies in accordance with Section 33 of the German Federal Data Protection Act (BDSG) that it will store the seller’s data on the basis of the Federal Data Protection Act.

XIX. REACH Clause and RoHS Clause

1. The seller warrants, regardless of fault, that the requirements of the Chemicals Regulation EC No. 1907/2006 (REACH Regulation) in its valid version are met. In particular, the seller warrants that registration of such substances has been carried out. The seller warrants that Beckmann-Fleige has no obligation to obtain authorization under the REACH Regulation for goods delivered by the seller.
2. The seller undertakes to inform Beckmann-Fleige immediately in writing if the contract products contain substances that are listed in the SVHC candidate list or in Annex XIV of the REACH Regulation in its respective valid version. Separate approval by Beckmann-Fleige is required before delivery of such substances. The seller indemnifies Beckmann-Fleige from any claims in connection with a violation of the REACH Regulation and compensates Beckmann-Fleige for damages that arise from or are connected with the seller’s non-compliance with the regulation.
3. The seller must warrant that the goods to be delivered by it comply unreservedly with the requirements of Directive 2011/65/EU (“RoHS”) in its respective valid version.

XX. Declaration on Origin
In the event that the seller makes declarations on the origin of the goods sold, the following applies:

1. The seller undertakes to enable the customs authorities to verify certificates of origin and to provide the necessary information as well as to obtain any required confirmations.
2. The seller is obligated to compensate Beckmann-Fleige for damages arising from the fact that the declared origin is not recognized by the competent authority due to incorrect certification or lack of verification possibilities, unless the seller is not responsible for these consequences.

XXI. Force Majeure
Force majeure, labor disputes, riots, governmental measures, and other unforeseeable, unavoidable, and serious events release the seller and Beckmann-Fleige from performance obligations for the duration of the disruption and to the extent of their effect. This also applies if these events occur at a time when the respective contracting party is in default. The seller and Beckmann-Fleige are obligated to provide the necessary information without delay within the limits of reasonableness and to adapt their obligations to the changed circumstances in good faith.

XXII. Miscellaneous
The seller must ensure at its own expense and without delay that all effectiveness requirements necessary for the order in the seller’s country, e.g., export permits, are available and remain valid during order processing. If the seller does not fulfill this obligation, Beckmann-Fleige has the right to withdraw from the contract if necessary and, regardless of whether it has withdrawn from the contract or not, to demand damages from the seller. The same applies if required permits are not granted within a period reasonable for Beckmann-Fleige or if they are revoked or have become invalid during the execution of the contract.

Status: April 1, 2023