General Terms of Sale

1. General
1.1 The conclusion and execution of contracts are only accepted by these terms. The buyer accepts these terms for the present contract as binding, latest with starting of the execution of the contract. Different terms of the buyer will not be accepted.
1.2 Quotations are non binding. Delivery commitments are only conditionally of self supply.
1.3 Modifications and amendments of the contract have to be in writing, other verbal agreements have to be confirmed immediately in writing.
1.4 Only the German law is valid for the legal relationship except the consistently UN- purchasing rights (CISG).

2. Delivery and dispatch
2.1 If a shipment is prevented, delayed or partly impossible as per circumstances for which BWF is not responsible, BWF is allowed to withdraw partly or fully from the contract or to postpone the delivery in an appropriate way. If the buyer don’t have any interest for the remaining service in case of a partly withdraw of BWF, he can even withdraw from the contract.
2.2 If in case of a delay in delivery an adequate deadline, given by the buyer, is elapsed the buyer is allowed to withdraw from the affected part of the contract and if necessary, claim for compensation instead of achievement, in accordance to point 6.2 of these terms. If the buyer don’t have any interest on a partly execution he has this rights concerning the complete contract.
2.3 At delivery, the buyer has the obligation to check the shipments on completeness and external defects and to confirm the receipt on the BWF delivery note and to note any possible claims on it.
2.4 In case of damages occurred by the transportation the buyer has to make a claim, to carrier and the carrier has to sign it immediately. Certificates/damage journals have to be transferred to BWF immediately because of the situation that otherwise maybe the insurance will not be liable.

3. Guarantee, obligation of inspection, notice of defect
3.1 BWF guarantees the conformance of the goods with the conditions of the rights of food and other corresponding regulations. For guarantee of particular conditions of the goods a written confirmation of BWF is necessary.
3.2 BWF has the right to avoid any claim demands by fulfillment. If the fulfillment will fail two times the buyer is permitted to reduce the purchasing price or as per his choice to withdraw from the contract. Additional demands for the buyer are mentioned in point 2.3 and 6.

4. Prices and payment
4.1 Payments are due immediately after receipt of the invoice
4.2 The buyer is only allowed to count up in case of unchallenged or legally declared counter claims.
4.3 At default of payment, BWF can ask for default interests 8% above the actual base rate an least 11% p.a. as far as the buyer will not prove a less damage.

5. Extended and current account retention
5.1 BWF retains ownership of the products which are delivered (with retention of title) until the complete credit is transferred from the current business. The buyer has to store and to insure the reserved products on his own account. Accesses of third parties have to be notified to BWF immediately and to defend on his own account.
5.2 If the buyer uses the reserved products BWF will count as producer and owner of the new goods. If the ownership of the reserved products is changing to the buyer by law, because of compounding or mixing with a main thing, the buyer will assign the main thing to BWF right now as assurance. The new thing respectively main thing applies as already delivered products with retention of title.
5.3 The buyer is permitted to sell the products with retention of title in the context of his correct business. The purchasing price demands resulted to this will be given to BWF up to the total amount of demands entitled to BWF, who will accept this assignment.
5.4 The buyer is authorized to require the compliance of the demands. The authorization expires if the buyer stopped the payment; it will be revoked at default.
5.5 In case of stoppage of the payment, delay in payment despite of ending of the appropriate deadline or application for bankruptcy about the possession of the buyer he has to stop every disposal of the goods, the use etc. as well as the cashing of the assigned demands immediately. Delivered products with retention of title have to be stored separately and to be signed as ownership of BWF. BWF has the right to ask for the goods and to take it in his own possession as far as it is necessary to cover the demand. By BWF authorized people are permitted to enter the rooms where the goods are stored. Requirements of the goods against third parties including appropriate right of entrance for this case will be given from the buyer to BWF who will accept this assignment.
5.5 BWF is ready to release securities on request and after their choice, if its market value exceeds the open demand by more than 20%.

6. Product liability, claims for damages
6.1 BWF is reliable for claims by the Product Liability Act which are caused by faults of delivered goods.
6.2 By the way buyer’s claims for damages are limited to the following cases, whatever is the cause in law:
- Missing of guaranteed character of the goods
- Culpable breach of contractible main duties
- Delay or impossibly mentioned stand by BWF; in case of simple negligence, but limited to 10% value of the
invoice of the affected partial shipment
- Deliberately or rough negligence breach of other duties
- Culpably breach of life, body and health

7. Others
7.1 Every use of delivered good will be in the own responsibility of the buyer. He has to meet the instructions which are valid for this.
7.2 The place of execution is the respective BWF production plant or the respective BWF dispatch store. The place of jurisdiction is the registered office of BWF. BWF is permitted if required, to sue the customer in a different place of jurisdiction.

General Terms of Purchase

1. General
1.1 The conclusion and execution of contracts are only accepted as per this terms. The supplier will accept these terms for the present contract as binding latest with starting of the execution of the contract. Different terms of the seller will not be accepted.
1.2 Modifications and amendments of the contract have to be in writing, other verbal agreements have to be confirmed immediately in writing.
1.3 Only the German law is valid for the legal relationship except the consistently UN- purchasing rights (CISG).
1.4 BWF has the right to revoke from the order without taking over any occurred costs if the confirmed duplicate of the order or a separate order acknowledgement will not arrive to BWF within two weeks upon receipt of the order in the supplier’s location.

2. Dispatch and transfer of perils
2.1 The shipment has to be made to the destination given by BWF.
2.2 The costs for delivery and packing will be borne by the supplier if not any different is agreed. If the term of price will be EXW or EX Stock of the supplier the shipment has to be made at the respectively lowest cost if BWF will not give any order for a specified kind of dispatch. The supplier will take over any additional costs in case of not adhered the rules of dispatch and packaging. Furthermore the supplier will borne the additional costs for a fast shipment in case of the necessity to hold the delivery date.
2.3 The delivered products have to reach of factory in packed condition if a packing for the goods is naturally necessary. The packaging has to be safe for any kind of transportation and to meet the rules for dispatch and packaging as well as these given by BWF. BWF will only send the packing material back if there is any mark of the supplier imprinted on the packing which indicates it as lending material.
2.4 If both sides are agree the packing material which is a part of the invoice can be shipped back against a commission and freight free for BWF.
2.5 The goods will be shipped on the risk of the supplier until the receipt at the destination unless the dispatch is done by BWF owned cars or by a forwarder instructed by BWF. If the goods reach the destination in the condition of damaged packing or was surrendered in condition of damaged packing to the driver of BWF or to a forwarder instructed by BWF, BWF is permitted to ship the consignment back without an inspection of the content. The cost for the return shipment will be borne by the supplier.
2.6 A delivery note has to be added to every shipment with the information of the name of the product as well as order and product No. mentioned in the order of BWF.

3. Acceptance
3.1 The acceptance is only occurred under reserve of all rights especially from faulty or delayed shipments.
3.2 If the acceptance will be avoided or complicated through circumstances from outside of the influence of BWF, BWF is permitted to postpone the acceptance until the clearance of the circumstances. Circumstances of the mentioned kind are especially all influences occurred to the operating procedure of BWF, the manufacturing, selling or other use of the products concerning influences of „god’s hand“ like import and export restrictions, acts of god like fire- and water damages, shortage of raw materials and means of transportation, operating interruptions like strike and work stoppage, the interruption or restriction of energy as well as all other circumstances which are responsible for a stoppage or significant restriction of the production of BWF. If this circumstances will last more then four weeks, the supplier is permitted to withdraw from the contract, as far as BWF will refuse to accept the goods. Any additional claims are excluded.

4. Payment
4.1 The invoice has to be surrendered in duplicate to BWF on the day of dispatch mentioning the order No. respectively material No. as well as accurate list of contents and weights and separate mentioning of the tax. The preparation of an invoice which don’t meet the requirements or the correctness of the BWF order doesn’t start the utilization deadline for a cash discount.
4.2 If not agreed else wise the payment will be made within fourteen days less 2% cash discount or within thirty days net upon receipt of the goods and the invoice. A setoff instead of payment is possible. The deadline will be made in no case before the agreed delivery date.
4.3 The demands of the contracts made between the supplier and BWF can only be assigned with written agreement of BWF.
4.4 The supplier will guarantee that his shipment will have the intended quality, will meet the legal rules as well as the respected rules for technique and will not have any damages. Furthermore the supplier will guarantee that the delivered products will be of the same condition and quality as it was with similar damaged free shipments in the past and changes are only permitted in case that it was agreed in the contract with BWF.
4.5 In case of notice of defects, even as far as in case of more or less shipments which has been indicated within four weeks after the receipt of goods at the destination, the objection in cause of a delayed notice of defects is impossible. To get the rights of BWF it is only necessary to send the notice of defects within the deadline.
4.6 BWF is permitted to choose between amendment and replacement in case of a damaged shipment. In urgent cases BWF is allowed to remove the damage by themselves at the cost of the supplier or let it remove from a third party or to purchase by a third party.
4.7 In case of an incorrect supplementary performance of the supplier BWF is permitted to withdraw from the contract and / or to ask for compensation instead of the service; an additional try of supplementary performance is not allowed. BWF has the right to withdraw and / or to ask for compensation instead of the service in case of a partial shipment with damaged goods from the supplier, either referring to the damaged parts or to the complete order.
4.8 To repair the damaged goods, the products will be provided to the supplier as per a choice of BWF either at the location of finding the damage or at the destination as per point 2. It is a duty of the supplier to carry the goods from this location, if a repairing of the goods will not be possible on the spot and to ship it back after solving the problem.
4.9 If there will be a damage which only can be recognized after six months from the transfer of perils it will be assumed that the goods were damaged already during the transfer of perils unless the assumption will be incompatible with the kind of goods or damages.
4.10 The costs for supplementary performance will be borne by the supplier. The warranty period will be inhibited for the duration of the supplementary performance.
4.11 The above mentioned rules are even valid in case of a delay in delivery. If a delay of the agreed deadline for delivery or of the delivery date will be foreseen, the supplier has to inform BWF immediately about the estimated period of the delay irrespectively to the duties of the supplier. To see a shipment as punctual the receipt of the goods to a destination from BWF specified is valid.

5. Manufacturing equipment
5.1. All means of production like designs, drawings, models, samples, instructions about measurement and testing, printing material and things like that and tools, that BWF left to the supplier for execute the order, remain the property of BWF.
5.2. The means of production, made and invoiced by the supplier for execution of the order, become the property of BWF at the moment of production. They will keep by supplier for BWF until the release.
5.3. The above mentioned of production and with their help made objects, could not be used, copied or transferred to third parties for other purposes without written agreement of BWF. They are to ensure against unauthorized inspection and application. They are unrequested returned to BWF by the supplier, if the supplier no longer needs it for further fulfillment of delivery and performance and BWF don’t leave it explicitly at the supplier.
BWF has the exclusive right to use developments and resulting further developments, which are made because of the order.

6. Intellectual property rights
The supplier is responsible that the delivered goods or their use don’t violate any intellectual property or other rights of third parties. Provided that such rights still exist, he has to replace BWF any resulting damage without regard to his knowledge and the knowledge of BWF
The supplier is obliged to keep free BWF from claims of third party of industrial property rights.

7. Retention of title
Retention of title by the supplier is excluded, provided that it isn’t covered by the explicitly written agreement of BWF.

8. Place of execution
The place of execution for the delivery is the place of transfer of perils. Place of execution for the payment is the registered office of BWF.

9. Place of jurisdiction
The place of jurisdiction is the registered office of BWF. BWF is permitted if required, to sue the customer in a different place of jurisdiction.

The German version is legally binding.