Purchasing Terms

BASELINK Robotics Kft.
1155 Budapest, Vasvari Pal utca 37., Hungary
Web: https://baselink.eu.com/

1.Conclusion of Contract

1.1These Purchasing Terms and Conditions (“PTC”) apply exclusively to entrepreneurs within the meaning of Section 14 BGB, legal entities under public law and special funds under public law (“Supplier”).

1.2All deliveries and services to BASELINK shall be governed exclusively by these PTC unless expressly agreed otherwise.

1.3Conflicting or deviating Supplier terms shall not apply unless BASELINK has expressly agreed to them in writing.

1.4Agreements concerning performance of the contract shall be recorded in writing or text form unless mandatory law requires a stricter form.

1.5These PTC shall also apply to future orders in an ongoing business relationship.

2.Contract and Offer Documents

2.1Supplier offers and quotations shall be free of charge and non-binding for BASELINK.

2.2Offers must contain all information necessary for technical and commercial evaluation.

2.3Orders, acceptances, call-off orders and amendments shall generally be confirmed in writing or text form.

2.4A deviating order confirmation constitutes a new offer.

2.5If an order is not confirmed within five working days, BASELINK may revoke the order.

2.6BASELINK may request reasonable changes to design and execution. Effects on price and delivery dates shall be agreed appropriately.

2.7Drawings, calculations, samples, models, tools and other documents remain BASELINK's property and must be treated confidentially.

2.8Materials supplied by BASELINK remain BASELINK's property and must be properly handled and insured by the Supplier.

2.9Agreed specifications, approved samples and product descriptions constitute the agreed quality. Product changes require prior approval.

2.10The Supplier shall comply with all applicable EU and delivery-country laws and the state of the art.

2.11The Supplier shall comply with the BSCI Code of Conduct where provided or made available.

3.Delivery Dates

3.1Agreed delivery dates are binding. The Supplier must notify BASELINK immediately of any expected delay.

3.2Early or partial deliveries require prior written approval.

3.3In the event of delay, BASELINK shall have all statutory rights, including withdrawal, cover purchase and damages after expiry of a reasonable grace period.

3.4BASELINK may claim a contractual penalty of 0.5% of the order value for each commenced calendar week of delay, capped at 5%. Further damages remain reserved, with the penalty credited against such damages.

3.5The Supplier may rely on missing documents only if requested in due time in writing.

3.6Acceptance of late delivery does not constitute waiver of rights.

3.7BASELINK may reasonably modify quantities or temporarily suspend deliveries for operational reasons.

3.8Over-deliveries, under-deliveries and partial deliveries require prior approval.

4.Force Majeure

4.1Force majeure, including unrest, strikes, war, flood, lockout, fire, epidemics, pandemics, seizure, boycott and official measures, releases BASELINK from its obligation to accept deliveries for the duration of the event.

4.2Force majeure affecting the Supplier shall reasonably extend the delivery period. Thereafter either party may withdraw.

4.3The Supplier shall immediately notify BASELINK of the event, expected duration and countermeasures.

5.Shipping and Pricing

5.1Goods must be properly packaged.

5.2Each delivery must include a delivery note containing order number, material number, quantity, delivery date, delivery address and description.

5.3Agreed prices are binding and include packaging and ancillary services up to the agreed place of performance unless otherwise agreed.

5.4Price changes require prior written approval.

5.5Additional Supplier costs shall not be reimbursed unless expressly agreed.

5.6The Supplier bears transport costs and risk up to the agreed delivery location unless otherwise agreed.

5.7Specified carriers must be used.

5.8Deliveries are generally accepted Monday to Friday from 07:00–12:00 and 12:30–15:00 unless otherwise agreed at the delivery location.

5.9Delays or waiting times caused by the Supplier do not constitute acceptance default.

5.10Packaging may be returned to the Supplier.

5.11Subcontractors may only be used with prior written approval.

6.Transfer of Risk

Risk passes to BASELINK at the agreed delivery location. Unauthorised early, excess or partial deliveries are governed by clause 3.2.

7.Payment

7.1Unless otherwise agreed, BASELINK shall pay within 20 days after delivery or installation and receipt of a proper invoice with 3% discount, within 30 days with 2% discount or within 90 days net.

7.2Invoices must contain applicable VAT information, purchase order number and the Supplier's tax/VAT identification number.

7.3BASELINK determines the payment method.

7.4Appropriate security may be required for advance payments.

7.5BASELINK reserves all statutory set-off and retention rights.

7.6Incorrect invoices shall be deemed received only after correction insofar as legally permissible.

7.7Payment does not constitute acceptance of contractual conformity.

7.8Statutory provisions apply to payment default.

8.Retention of Title

Supplier retention of title, including extended, expanded or transferred retention of title, shall not be accepted to the extent legally permissible.

9.Confidentiality and Data Protection

9.1The Supplier shall keep all information received from BASELINK confidential and use it solely for performance of the contract.

9.2Confidential information may only be disclosed to persons who need it for contract performance and who are bound by confidentiality.

9.3Confidentiality does not apply to information demonstrably public or lawfully received from third parties.

9.4Reverse engineering is prohibited unless required for contract performance or legally permitted.

9.5Advertising or public reference to the business relationship requires prior approval.

9.6Confidentiality survives for five years after termination; trade secrets remain protected indefinitely.

9.7Documents must be returned or deleted after termination unless statutory retention obligations apply.

9.8The Supplier shall comply with applicable data protection laws.

10.Warranty

10.1Statutory defect rights apply unless otherwise provided.

10.2Incoming inspection is limited to defects identifiable through ordinary inspection. To the extent legally permissible, the Supplier waives objections based on late notification.

10.3BASELINK generally determines the method of subsequent performance. The Supplier bears legally required costs, including removal and reinstallation.

10.4The limitation period is 36 months from transfer of risk unless mandatory law provides a longer period.

10.5The Supplier must remedy defects or replace defective goods within seven working days where technically and legally possible.

10.6Non-conforming goods may be returned at the Supplier's cost and risk.

10.7For repaired or replaced parts, the warranty period recommences to the extent legally permissible.

10.8In urgent cases, BASELINK may remedy defects itself or through third parties or procure replacements and charge the necessary costs to the Supplier insofar as legally permissible.

10.9If defects are discovered only after processing or resale, the Supplier bears necessary replacement and remediation costs where responsible.

10.10Statutory recourse rights apply to processed products.

10.11The Supplier warrants agreed quality, quantity, intended use, state of the art and applicable safety and quality standards.

10.12In case of justified suspicion of insolvency, BASELINK may withhold payments or request reasonable security insofar as legally permissible.

10.13The Supplier assigns its warranty claims against upstream suppliers to BASELINK insofar as legally permissible.

10.14The Supplier indemnifies BASELINK against justified third-party claims caused by defects for which the Supplier is responsible, including necessary recall costs.

11.Inspection and Quality Assurance

11.1BASELINK's incoming inspection shall be decisive for quantities, weights and measurements unless the Supplier proves otherwise.

11.2The Supplier shall perform suitable production and outgoing quality controls.

11.3The Supplier shall maintain appropriate quality assurance, retain inspection records for ten years and make them available to BASELINK upon request. BASELINK may conduct quality audits after prior coordination.

12.Intellectual Property Rights

12.1The Supplier is responsible for ensuring that deliveries do not infringe third-party intellectual property rights and shall indemnify BASELINK against justified claims where responsible.

12.2If use or sale is prohibited or threatened, the Supplier shall, at BASELINK's option and expense, obtain a licence, replace or modify the goods or take them back and refund the purchase price and necessary consequential costs where legally required.

13.Liability, Product Liability and Insurance

13.1The Supplier shall be liable in accordance with statutory law.

13.2If BASELINK is held liable by third parties due to a product defect caused by the Supplier, the Supplier shall indemnify BASELINK against justified claims and necessary costs, including recall costs.

13.3The Supplier shall maintain business and product liability insurance including recall risk with coverage of at least EUR 5 million per personal/property damage and provide proof upon request.

14.Transfer of Rights

The supply contract may not be transferred to third parties without BASELINK's prior written consent. Claims against BASELINK may only be assigned with written consent insofar as legally permissible.

15.Place of Performance, Jurisdiction and Applicable Law

15.1The place of performance for deliveries and services is the delivery address specified by BASELINK.

15.2To the extent legally permissible, the courts having subject-matter jurisdiction in Augsburg, Germany, shall have exclusive jurisdiction over all disputes arising out of or in connection with the contractual relationship.

15.3BASELINK Robotics Kft. shall nevertheless be entitled to bring proceedings against the Supplier at the Supplier's general place of jurisdiction or at any other legally permissible jurisdiction.

15.4The contractual relationship shall be governed exclusively by German law, excluding conflict-of-law rules insofar as these would lead to the application of another law.

15.5The CISG is expressly excluded.

15.6Mandatory statutory jurisdictions and mandatory statutory provisions remain unaffected.

16.Final Provision

Should any provision of these PTC be invalid or become invalid, the validity of the remaining provisions shall remain unaffected. The invalid provision shall be replaced, insofar as legally permissible, by a valid provision coming as close as possible to its economic purpose.