GENERAL TERMS AND CONDITIONS OF USE FOR THE BPW Web-EDI PORTAL
These general terms and conditions of use for the BPW Web-EDI portal regulate access to and the use of the BPW Web-EDI portal provided by BPW Bergische Achsen KG, Wiehl (hereafter “BPW”). They apply to all orders and delivery schedules which BPW makes via the BPW Web-EDI portal with respect to the supplier registered for participation (hereafter “Users”) in the BPW Web-EDI portal. BPW has the right - even without prior notice - to suspend the Web-EDI portal temporarily or permanently.
The technical requirements for access to the BPW Web-EDI portal must be met by the user at their own expense and risk.
I. USE OF THE BPW WEB-EDI PORTAL
1. Users within the meaning of these general terms and conditions of use are any supplier who, after successful initial registration, authorises orders and delivery orders of his goods through BPW via the BPW Web-EDI portal and automatically generates electronically generated order confirmations, electronic delivery notes and electronically generated commercial invoices transmitted via the BPW Web-EDI portal to BPW.
2. Every user of the BPW Web-EDI portal accepts that the general terms and conditions of use are binding by actively ticking the box upon logging in for the first time. BPW reserves the right to change the general terms and conditions of use for the BPW Web-EDI portal (hereafter “general terms and conditions of use”) at any time, with effect for the future, as far as equivalence disturbances or loopholes are eliminated and this is reasonable for the user. The user is actively informed about changes to the general terms and conditions of use.
II. REGISTRATION AND ACCESS TO THE BPW WEB-EDI PORTAL
1. The BPW Web-EDI portal enables BPW to place online orders for the user’s products. Before using the BPW webshop for the first time, the user must fill out a registration form. Once the user has been activated by BPW, every employee authorised to use the BPW Web-EDI portal by the user as per the registration form will receive an e-mail to their e-mail address stipulated in the registration application with a user ID and a personal initial password with which they can access the BPW Web-EDI portal. After the initial login to the BPW Web-EDI portal, the respective authorised employees must replace the initial password with an individual password in accordance with the BPW Web-EDI portal standards for passwords.
2. After three login attempts with an incorrect password or user ID by a user’s authorised employee, that employee's access to the BPW Web-EDI portal is automatically locked. To reactivate the account, the user must contact the BPW administrator, who can send the affected employee a new initial password or user ID upon the user’s request.
3. BPW reserves the right to restrict or rescind the registration of users as a whole or of individual employees authorised by them to use the BPW Web-EDI portal at any time. This is particularly the case if obligations as per Section III of these general terms and conditions of use are violated.
III. USER OBLIGATIONS
1. The user is obligated to provide the information required in the online registration form truthfully and in full and to inform the BPW administrator (e.g. by e-mail) of any changes.
2. Furthermore, the user is obligated to take reasonable internal precautions to protect the user ID(s) and password(s) of its authorised employees and ensure they are stored carefully, protected from being accessed by third parties and protected from loss or misuse. The user must expressly inform their authorised employees about this.
3. If the user discovers that unauthorised persons have gained knowledge of user IDs or personal passwords, or if there are suspicions of misuse, the user is obliged to inform the BPW administrator immediately.
4. If an authorised employee leaves the user’s company, the user is obligated to notify the BPW administrator immediately so that the employee’s access to the BPW Web-EDI portal can be locked. The user is liable for all damages and indemnifies BPW against all third-party claims arising from the user’s culpable breach of the aforementioned obligations.
IV. CONTRACT CONCLUSION
1. By automatically adding a new order in the BPW Web-EDI portal, BPW makes an offer to conclude a purchase agreement for the goods listed in the order to the user at the price specified therein. The user accepts this by sending an electronic delivery note (shipping notification) and an electronic detailed commercial invoice via the Web-EDI portal. The user is obligated to inform BPW immediately if he does not intend to accept a purchase offer from BPW and is liable to BPW for damages resulting from any breach of this obligation.
2. By automatically adding a new delivery schedule - based on an agreed framework contract - in the BPW Web-EDI portal, BPW makes an offer to the user to conclude a purchase contract for the quantities specified in the delivery schedule on the basis of the planned quantities agreed in the framework contract, whereby BPW is entitled to adjust the quantity and deadlines up to the time agreed with the supplier in the framework contract. The user accepts this by sending an electronic delivery note (shipping notification) and an electronic detailed commercial invoice via the Web-EDI portal. The user is obligated to inform BPW immediately if he does not intend to accept a purchase offer from BPW and is liable to BPW for damages resulting from any breach of this obligation.
V. CONFIDENTIALITY
The information made available to the user via the BPW Web-EDI portal must be kept confidential by the user. Passing on information which can be accessed on the BPW Web-EDI portal to third parties is not permitted.
VI. GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF PRODUCTION MATERIAL, SPARE PARTS AND ACCESSORIES
In addition, unless otherwise stipulated in these general terms of use, the general terms and conditions for the purchase of production material, spare parts and accessories of BPW apply in their respectively valid version. These can be accessed and printed out at any time via a link in the footer of the BPW Web-EDI portal. If there are contradictions in the contents, then the general terms and conditions of use for the BPW Web-EDI portal take priority over the general terms and conditions for the purchase of production material, spare parts and accessories. The general terms and conditions for the purchase of production material, spare parts and accessories are to be accepted before the first registration regarding the user’s participation in the BPW Web-EDI portal by ticking the box.
VII. GENERAL PROVISIONS
1. If a provision in these general terms and conditions of use is not valid or becomes invalid, this does not affect the validity of the remaining general conditions of use and any other contracts concluded on this basis. The parties are obligated to replace the invalid provision with a valid provision that comes as close as possible to it.
2. Other conditions, such as the user’s general terms and conditions, do not apply. The general terms and conditions of the user are also explicitly contradicted.
3. The law of the Federal Republic of Germany exclusively applies to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The language of the contract is German.
4. The place of jurisdiction for all disputes in relation to the use of the BPW Web-EDI portal is Cologne.
Version dated 10.05.2019
German