1.1“Budweg”: Budweg Caliper A/S, CVR no. 79132217, located in Denmark.
1.2“Supplier”: A natural person or legal entity entering into an agreement with Budweg.
1.3 “Agreement”: The contractual relationship between Budweg and the Supplier agreed to in writing, including but not limited to these conditions.
1.4 “Products”: The traded products, processed products / or assembly of products to be delivered by the Supplier.
1.5 “Tooling”: Production equipment, including, but not limited to forging dies, measuring and testing equipment (e.g. gauges), matrices, models, samples, tools, devices, drawings and similar Products required for the production and examination of Products.
2.1 These General Purchase Conditions apply for all deliveries of products (“Products”) from all suppliers (“Supplier”) to Budweg or it’s affiliated companies unless otherwise agreed in writing. Modifications or deviations listed in the supplier’s order confirmation, or the like must be accepted in writing from the Buyer. The Suppliers shipment or delivery of Products shall be deemed as acceptance of these Terms.
2.2 The Supplier´s standard terms and conditions of purchase or the like (if any) are not applicable to the Agreement unless Budweg has agreed in writing to that effect.
3.0 Supplier´s obligations
3.1 The Supplier is obliged to deliver the Products stipulated in the Purchase Order.
3.2 If Budweg has not specified the quality of the Products ordered, the Supplier shall deliver Products fit for the purposes for which Products of the same description would ordinarily be used; fit for any particular purpose expressly or impliedly made known to the Supplier at the time of purchase; and possess the qualities of Products which the Supplier has held out to Budweg as a sample or model, or information given to Budweg.
3.3 The Supplier must ensure that all Products are packed and labelled in good and proper manner.
4.1 Prices specified in the Purchase Order are fixed and adjustments can only be made with prior written agreement between the Supplier and Budweg.
4.2 Prices includes handling fee, transportation costs etc., unless otherwise included in the Purchase Order, will not be accepted.
5.0 Invoicing and Payments
5.1 Invoices must be submitted in PDF-file and sent to email@example.com
5.2 If nothing else is agreed in written, the payment terms are current month plus 45 days calculated from the actual delivery time, but not earlier than the agreed delivery time.
5.3 In case of dispute of an invoice, Budweg may withhold the payment regarding that invoice.
5.4 The Supplier must not in any case be entitled to suspend its performance of its obligations, where Budweg disputes an invoice or a claim.
5.5 Budweg is entitled to deduct from the purchase price any amount that the Supplier owes to Budweg (offsetting).
6.0 Transfer of ownership
6.1 The transfer of ownership takes place upon delivery without prejudice to Budweg’s right to reject the Products.
6.2 The Supplier is under no circumstances entitled to retention of title.
7.0 Customer´s right to cancellation
7.1 Budweg has the right to cancel the entire or parts of the Purchase Order up to two (2) weeks prior to the agreed delivery time.
7.2 If Budweg makes use of the right to cancel, see 7.1., all rights and obligations in respect of the cancelled Purchase Order cease to apply. The Supplier is therefore obliged to pay back any payments received from Budweg regarding said Purchase Order.
7.3 The clause 7 does not apply the purchase of Products customized by the Supplier in accordance with the Purchase Order.
8.0 Time and place of Delivery
8.1 If nothing else is agreed in written, deliveries are DDP – “Delivery Duty Paid” (Incoterms 2020) at the delivery place and time stated in the Purchase Order or agreed in writing.
8.2 Only deliveries made at the agreed delivery time may be considered on time.
8.3 Partial delivery and advance delivery will require explicit prior approval by Budweg.
8.4 Transfer of title upon the Products shall pass to Budweg upon delivery in accordance with the applicable Incoterms.
9.0 Compliance with laws, regulations, guidelines
9.1 The delivery and the Products shall comply with legal and statutory provisions in force at the time of delivery in the country where Budweg is domiciled.
9.2 The Supplier guaranties that the delivery does not infringe any third-party intellectual property rights.
9.3 The Supplier is obliged to comply with Budweg’s Code of Conduct in force from time to time.
10.1 Budweg is entitled to inspect (or to have inspected) the Products during production, processing, storage and / or the following delivery. This also applies to Products delivered by any sub-contractors.
10.2 Budweg will notify the Supplier about the inspection in timely manner.
10.3 An inspection, whether carried out by Budweg, does not prejudice Budweg´s claims against the Supplier, if the Supplier fails to meet his obligations.
11.1 Where the Supplier is in delay, the Supplier shall immediately notify Budweg in writing including circumstances of the delay, actions taken to minimize the effects of the delay and new expected delivery time. A notification does not exclude the Supplier from liability.
11.2 In the event of delay, Budweg is entitled to terminate the delayed purchase without notice.
11.3 If Budweg initially chooses to maintain the purchase despite the Supplier’s delay, Budweg is entitled to terminate the purchase, if the Supplier has not delivered within 4 weeks of the originally agreed delivery time.
11.4 In any case, Budweg is entitled to compensation for any costs or losses following from the Supplier’s delay.
12.0 Quality assurance
12.1 The Supplier shall confirm that the products are manufactured in accordance with specifications stated by Budweg. Drawings and samples of new Products must be made according to the PPAP required by Budweg.
12.2 At any time before delivery, Budweg shall be entitled to demand that reports are made on and to supervise the performance of the Purchase Order by the Supplier. In this connection, Budweg shall furthermore be entitled to make inspections in order to control that the Products will be ready in due time and in accordance with the Agreement. In addition, Budweg shall be entitled to provide the Products with distinctive features as to Budweg’s ownership and in any other way take measures, or demand the adoption of measures, with the aim of ensuring the individualization and Budweg’s ownership of the Products. In connection with Budweg’s supervision and control, the Supplier shall offer Budweg any assistance required.
12.3 When notice is given within reasonable time, Budweg shall be allowed to demand a test of the Products. The test shall take place at the premises of the Supplier. At Budweg’s request, the test shall be executed in the presence of representatives of Budweg. In due time the Supplier shall contact Budweg in order to arrange the exact date of the test.
12.4 Where Budweg discovers that the Products are not in compliance with the terms and conditions of the Agreement by means of supervision, control or testing, the Supplier shall ensure that the matter is settled in due time for contractual delivery at the fixed date, and a new test or new control shall be made at Budweg’s request.
12.5 All costs of the test stipulated in 12.3 shall be paid for by Budweg. However, where the test shows that the Products are not in compliance with the terms and conditions of the Agreement, the Supplier shall reimburse Budweg all costs of the test including travelling expenses etc.
13.0 Defects and non-conformity
13.1 The Products supplied and delivered shall in every respect conform with the specifications set out in the Agreement, Purchase order, drawings, documentation, material and in respect of design, production, workmanship, and materials shall be free from defects and irregularities.
13.2 Within 14 days from receipt of the Products, Budweg investigate the Products for visible transport damage. Any visible transport damage shall be notified to the Supplier within reasonable time. Except for transport damages, any defects shall be notified to the supplier within reasonable time and within 24 months.
13.3 Any payment made by Budweg and/or any supervision or test stipulated in 12.1-12.5, shall not indicate acceptance of the contractual conformity of the Products supplied and delivered.
13.4 Budweg is entitled to choose between replacement, repair of the defective Product, or termination of the Agreement. Budweg is in any case entitled to claim any costs or losses caused by a defect reimbursed by the Supplier.
14.0 Product liability
14.1 The Supplier shall indemnify Budweg and the end-user for any personal injury or damage to property wholly or partly caused by the Product or by use of the Product (product liability), except from injuries or damages resulting exclusively from constructions designed by Budweg.
15.0 Tooling and Other Customer Property
15.1 All Tooling paid by Budweg, are of Budweg’s property, and Products made at these Tooling are for Budweg only. No tooling must be scraped without accept from Budweg.
15.2 The Supplier shall keep all Tooling owned by Budweg fully and adequately insured while it is in the Supplier’s possession, unless otherwise agreed in writing between Budweg and the Supplier. Maintenance by the Supplier of such insurance coverage shall be without prejudice to the Supplier’s liability under any Agreement.
15.3 The Supplier shall treat all Tooling, regardless of the ownership, with due care and diligence, constantly keeping it ready for operation and in compliance with the latest design status. The Supplier shall be responsible for the correct and accurate inspections, maintenances, and repairs of the Tooling.
15.4 Unless otherwise agreed in writing, the cost for the continuing repair, maintenance, and readiness of the Tooling in good working operating condition and free from defects of any kind shall be borne by the Supplier in all respects.
16.0 Force Majeure
16.1 In the event of a force majeure (extraordinary and unforeseeable circumstances, like war or extreme weather conditions, beyond a parts control that prevent a part from fulfilling its obligations), the parties are released from their respective obligations as long as the force majeure persists, unless it can be shown that the Party ought to have been able to predict such event at the time of entering into the Agreement.
16.2 Both parties are entitled to terminate the Agreement if the Agreement has not been fulfilled for a period of more than two months due to force majeure.
17.0 Suppliers’ default / Termination of the Agreement
17.1 Budweg are entitled, without notice of default or judicial intervention being required, to cancel the Agreement in full or in part in the case of:
a) the Supplier´s insolvency, including but not limited to initiation liquidation proceedings, bankruptcy proceedings, reconstruction, proceedings etc.,
b) the Supplier´s bankruptcy,
c) any circumstances arise, which may give Budweg reasonable doubt as the Supplier´s continuity with regard to his obligations towards Budweg. Should this situation arise, the pursuant to the provisions, the Suppliers shall by liable for full damage compensation, or
d) the Supplier directly or indirectly is taken over (change of control) by a (market) party with which Budweg does not wish to associate.
17.2 In case of Termination of the Agreement or a part thereof, Budweg shall be held liable for any compensation of the Supplier.
18.0 Choice of law and jurisdiction
18.1 Any dispute arising out of or in connection with the agreement, including any disputes regarding the existence, validity, or termination thereof, shall be settled by arbitration administered by the Danish Institute of Arbitration in accordance with the Rules of Arbitration adopted by the Board of the Danish Institute of Arbitration. The place of the arbitration shall be Odense, Denmark, the language shall be English, and the Agreement shall be governed by the substantive law of Denmark.