Terms and Conditions

a. These Conditions apply to the Contract. These Conditions supersede all other terms and conditions previously used by Bohle in connection with the sale of the Products to the Purchaser, and apply to the exclusion of any terms and conditions which the Purchaser may seek to impose or which may be implied by custom, trade, practice or course of dealing.

b. Any samples, drawings, descriptive matter, or advertising produced by Bohle and any descriptions or illustrations contained in Bohle’s catalogues or brochures are produced for the sole purpose of giving an approximate idea of the Products described in them. They shall not form part of the Contract or have any contractual force.

c. The Contract constitutes the entire agreement between the parties. The Purchaser acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of Bohle which is not set out in the Contract.

d. Variations of these Conditions are only valid if confirmed by Bohle in writing.

e. Placing an Order constitutes the Purchaser’s acceptance of these Conditions.

f. Bohle may change these Conditions from time to time at its discretion by posting a revised version on the Website. For the avoidance of doubt, the Purchaser will be bound by the Conditions in force at the date of placing the Order.

a. Each Order submitted by the Purchaser constitutes an offer by the Purchaser to purchase the Products set out in the Order in accordance with these Conditions. The Purchaser will be responsible for ensuring that the terms of the Order and any specification submitted by the Purchaser are complete and accurate. Bohle’s order process on the Website allows the Purchaser to check and amend any errors before it submits the Order.

b. Each Order shall only be deemed to be accepted by Bohle once Bohle has confirmed the Order in writing or verbally, at which point the Contract shall be formed. Bohle reserves the right to reject any Order (in whole or in part) for whatever reason.

c. If Bohle is unable to satisfy a Binding Order (in whole or in part) for any reason, it will notify the Purchaser in writing as soon as practicable, and Bohle may, in its sole discretion, either: (i) supply similar Products of equivalent functionality; or (ii) remove the affected Ordered Products from the Binding Order and issue a refund to the Purchaser for any amount already paid in respect of such Ordered Products; or (iii) cancel the Binding Order and issue a refund to the Purchaser for any amount already paid in respect of such Binding Order. Except as set out in this clause 3.c, Bohle shall have no liability to the Purchaser in respect of any amendment or cancellation of a Binding Order.

a. Quotations are only valid in writing and for the stated period. A quotation shall not constitute an offer and shall not form part of the Contract.

b. The price for the Ordered Products shall be the price set out in Bohle’s published price list at the date of the Order, unless otherwise agreed in writing by Bohle.

c. Prices are to be understood in £(GBP) (unless otherwise agreed by Bohle), net of any deductions or discounts applicable and exclusive of VAT (which shall be payable by the Purchaser in addition on receipt of a VAT invoice from Bohle) and, unless otherwise agreed by Bohle, exclusive of all other taxes and duties and the costs of insurance and installation. The price of the Ordered Products shall include the costs of packaging and delivery, subject to certain exceptions. For more information, please view Bohle's Shipping Conditions. Where delivery costs are charged to the Purchaser these shall be confirmed to the Purchaser before the Purchaser confirms the Order on the Website or by telephone or fax.

d. Bohle may, by giving written notice to the Purchaser at any time prior to delivery of the Ordered Products, adjust the price of the Ordered Products to reflect any increase in the cost of the Ordered Products that is due to: (i) any factor beyond Bohle’s control, including foreign exchange fluctuations and increases in production costs, duties, insurance, freight and other purchase costs (including for components & services); or (ii) any request by the Purchaser to change the delivery date, the quantity or type of the Ordered Products or the Specification; or (iii) any delay due to any information or instructions given or not given by the Purchaser.

e. Bohle may invoice the Purchaser for the Ordered Products on or at any time after the Contract is formed in accordance with clause 3.b.

f. Payment is to be made:

g. Payment is to be made by credit card or debit card payment, by wire transfer, by irrevocable, confirmed letter of credit issued to Bohle’s indicated bank, by cheque or by any other payment method agreed by Bohle. Payment is to be made to the bank account set out on the invoice.

h. The Purchaser shall make all payments free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is required by law. If any deduction or withholding is required by law, the Purchaser shall pay to Bohle such sum as shall, after the deduction or withholding has been made, leave Bohle with the same amount as it would have been entitled to receive in the absence of any such requirement to make a deduction or withholding.

i. All bank charges are for the account of the Purchaser unless otherwise agreed in writing by Bohle prior to the Purchaser placing the Order.

j. Without prejudice to any other right it may have, Bohle may suspend deliveries of undelivered Ordered Products or commencement of any unperformed services until payment is received in full.

k. Any dispute in relation to a particular Binding Order shall not entitle the Purchaser to withhold payment in relation to any other Binding Order.

l. Bohle shall be entitled to charge interest on late payments at a rate of 6% above the minimum bank rate of the European Central Bank on the amount overdue. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. Any costs incurred by Bohle in connection with receiving a late payment or recovering any overdue sum shall be paid by the Purchaser.

a. Products are dispatched from such of Bohle’s warehouses as is the most appropriate location for Bohle. Any delivery periods or dates provided by Bohle are approximate only and time of delivery is not of the essence. Delays in delivery do not justify any kind of compensation except as otherwise expressly set out in these Conditions.

b. Bohle will deliver the Ordered Products to the location set out in the Binding Order or such other location as the parties may agree (Delivery Location).

c. Delivery of the Ordered Products shall be completed when the Ordered Products arrive at the Delivery Location.

d. Deliveries may be made in instalments and each such instalment shall constitute a separate Contract which may be invoiced separately. Any right to cancel one instalment shall not entitle the Purchaser to cancel any other instalment.

e. Bohle shall be entitled to make partial delivery of any Binding Order if, for example, certain Ordered Products are unavailable. Partial delivery shall not entitle the Purchaser to reject the Binding Order.

f. The Purchaser shall not be entitled to reject the Ordered Products if Bohle delivers up to and including 5% more or less than the quantity of the Ordered Products, but a pro rata adjustment shall be made to the Binding Order invoice on receipt of notice from the Purchaser that the wrong quantity of Ordered Products was delivered.

g. If the Purchaser fails to accept a delivery of the Ordered Products on a delivery date notified by Bohle to the Purchaser: (i) the Purchaser shall pay to Bohle all transit, storage and waiting time costs and any other loss, damage and expenses incurred by Bohle arising from such failure; and (ii) delivery of the Ordered Products will be deemed to have completed at 9am on such delivery date. If the Purchaser has not accepted delivery of the Ordered Products within 10 working days of such date, Bohle may resell or otherwise dispose of part or all of the Ordered Products and charge the Purchaser for any reasonable costs in connection with the storage and sale of the Ordered Products. If the Purchaser has paid in advance for the Ordered Products, Bohle will refund the purchase price less any such costs as well as any shortfall below the price of the Ordered Products.

h. Bohle shall not be liable for any delay in delivery or failure to deliver the Ordered Products that is caused by the Purchaser’s failure to provide Bohle with adequate delivery instructions or by any other act or omission of the Purchaser.

i. If Bohle fails to deliver the Ordered Products, its liability shall be limited to the price of the Ordered Products.

j. Risk in the Ordered Products shall pass to the Purchaser on completion of delivery in accordance with clause 5.c.

k. Title to the Ordered Products shall not pass to the Purchaser until the earlier of:

i. receipt of full payment, in cleared funds, for the Ordered Products, in which case title shall pass at the time of payment;
ii. use or sale of the Ordered Products by the Purchaser, in which case title shall pass at the time specified in clause 5.n; or
iii. the date notified to the Purchaser by Bohle in writing.

l. Until title to the Ordered Products passes to the Purchaser, the Purchaser shall: (i) store the Ordered Products separately and mark or identify the Ordered Products as belonging to the Purchaser; (ii) not encumber, charge or grant security over the Ordered Products; (iii) notify Bohle immediately if the Purchaser becomes subject to an Insolvency Event; (iv) ensure that the Ordered Products are stored appropriately and kept in a good condition; (v) insure the Ordered Products for an amount equal to at least their list price; (vi) provide such information relating to the Ordered Products as Bohle may require from time to time; (vii) at Bohle’s request, deliver up all Ordered Products in the Purchaser’s possession; and (viii) permit Bohle, and grant Bohle an irrevocable licence, to enter any premises where the Ordered Products are stored (at any time and without notice) to inspect and/or repossess the Ordered Products.

m. Subject to clause 5.o, the Purchaser may use or sell the Ordered Products in the ordinary course of its business before title passes, however, if the Purchaser does so: (i) the Purchaser shall act as principal and not as Bohle’s agent; and (i) title to the relevant Ordered Products shall pass to the Purchaser immediately before the relevant use or sale.

n. If before title passes to the Purchaser, the Purchaser becomes subject to an Insolvency Event, without limiting any other right or remedy, the Purchaser’s right to use or sell the Ordered Products in the ordinary course of business ceases immediately and Bohle may at any time: (a) require the Purchaser to deliver up all Ordered Products in its possession; and (b) enter any premises where the Ordered Products are stored and recover them.

a. Delivered Ordered Products must be inspected by the Purchaser promptly upon receipt of the Ordered Products. If the Purchaser does not claim any discrepancies in the quantity of the Ordered Products within 3 working days following receipt of the Ordered Products, the Purchaser will be deemed to have accepted the Ordered Products in full.

b. If Bohle agrees that the Purchaser may return any Ordered Products, they must be in their original condition (unused, undamaged, in original packaging) and accompanied by a return note as well as proof of purchase. Any return charges must be paid by the Purchaser and a re-stocking charge of 20% of the value of the Ordered Products or £20 (GBP) (whichever is the greater) will be charged to the Purchaser for any Ordered Products returned through no fault of Bohle.

c. The Purchaser may not return any Ordered Products which have been custom made to the Specification, or where any item comprised in the Binding Order has been specially ordered by Bohle to satisfy such Binding Order.

d. Ordered Products received in an obviously damaged condition (including damaged packaging) should be either rejected by the Purchaser on delivery, or, if signed for, then signed for as "Received in damaged condition", regardless of carrier paperwork instructions and of carrier driver information. Failure to do this will result in any claim for damage being rejected.

a. Subject to clause 7.c, Bohle warrants that the Ordered Products will be free from material defects for 6 months after date of delivery in accordance with clause 5.c (Warranty Period). Should the Purchaser notify Bohle in writing within the Warranty Period of a defective Ordered Product, Bohle will repair or replace the defective Ordered Product (at its discretion) within a reasonable time, provided that Bohle shall have reasonable opportunity to examine the Ordered Product at either the Purchaser's or Bohle's premises (at Bohle´s option).

b. Any return of defective Ordered Products must be approved by Bohle in writing before being effected and the Purchaser shall bear the cost of carriage, postage and packaging. Any shipments received by Bohle where such costs have not been paid by the Purchaser will not be accepted.

c. Bohle will not accept warranty protection claims for damage caused by:

i. the Purchaser’s failure to comply with Bohle’s instructions (or if none are given, good industry practice) regarding the installation, use, storage, commissioning, modification or repair by the Purchaser or any unauthorised third party of the Ordered Products;

ii. the Purchaser making further use of the Ordered Products after giving notice in accordance with condition 7.a;

iii. Bohle following any drawing or design supplied by the Purchaser or the Specification;

iv. the Purchaser altering or repairing the Ordered Products without the written consent of Bohle;

v. fair wear and tear, willful damage, negligence or abnormal storage or working conditions; or

vi. the Ordered Products differing from their description or specification as a result of changes made to ensure that they comply with applicable statutory or regulatory requirements.

d. Except as provided in this clause 7, Bohle shall have no liability to the Purchaser in respect of the Ordered Products’ failure to comply with the warranty set out in clause 7.a.

e. Except as set out in these Conditions, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

f. These Conditions shall apply to any repaired or replacement Products supplied by Bohle.

a. Nothing in these Conditions shall limit or exclude Bohle’s liability for:

i. death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);

ii. fraud or fraudulent misrepresentation;

iii. breach of the terms implied by section 12 of the Sale of Goods Act 1979; or iv. any liability if and to the extent that it is not permissible in law for such liability to be limited or excluded. 

 b. Subject to clause 8.a:

i. Bohle shall under no circumstances whatever be liable to the Purchaser, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation or otherwise for any of the following types of losses, howsoever arising under or in connection with the supply of the Ordered Products and/or the Contract: (A) loss of profits; (B) loss of anticipated savings; (C) loss of opportunity; (D) loss of goodwill; (E) loss of corruption of data; or (F) any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

ii. Bohle’s total liability to the Purchaser in respect of all other losses arising under or in connection with the supply of the Ordered Products and/or the Contract, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, shall in no circumstances exceed the price paid for the Ordered Products.

a. If the Purchaser becomes subject to any Insolvency Event, or Bohle reasonably believes that the Purchaser is about to become subject to any Insolvency Event, and notifies the Purchaser accordingly, then without limiting any other right or remedy Bohle may have, Bohle may cancel or suspend all further deliveries under the Contract or under any other contract between the Purchaser and Bohle without incurring any liability to the Purchaser, and all outstanding sums in respect of Ordered Products delivered to the Purchaser shall become immediately due.

b. For the purpose of these Conditions an Insolvency Event means:

i. the Purchaser: (A) suspends or threatens to suspend payment of its debts or is unable to pay its debts as they fall due within the meaning of section 123 of the UK Insolvency Act 1986 or section 268 of the UK Insolvency Act 1986 (as applicable); (B) is the subject of a bankruptcy petition, application or order; (C) enters into a composition, compromise or arrangement to reschedule or restructure its indebtedness with or for the benefit of its creditors; (D) compulsorily or voluntarily enters into liquidation (except for the purposes of a bona fide reconstruction or amalgamation); (E) obtains or takes steps to obtain a moratorium within the meaning of section 1 of the Corporate Insolvency and Governance Act 2020; or (F) ceases or threatens to suspend or cease carrying on all or a substantial part of its business; or

ii. an administrator, receiver, liquidator or manager is appointed over the whole, or a substantial part of, its undertaking or assets, or a resolution is made or a notice is filed in connection with its winding up or dissolution; or

iii. any steps or action are taken in preparation for any of the events listed in clauses 9.b.i and 9.b.ii, or any event occurs or proceeding is taken with respect to it in any jurisdiction to which it is subject that has an affect equivalent or similar to any of such events; or

iv. the Purchaser’s financial position deteriorates to such an extent that in Bohle’s reasonable opinion the Purchaser’s capability to adequately fulfill its obligations under the Contract has been placed in jeopardy.

c. Bohle may terminate the Contract, including any Binding Order placed but not yet processed, immediately upon written notice to the Purchaser if:

i. the Purchaser is in material breach of any of the terms of the Contract and fails to remedy such breach within 14 days of written notice requiring it to do so by Bohle; or

ii. the Purchaser has failed to pay any sum due under the Contract by its due date and such sum remains unpaid within 14 days of written notice by Bohle requiring the Purchaser to pay such sum in full.

d. All sums payable under this Contract shall, upon termination of the Contract or any relevant Order (as appropriate) become immediately due and payable.

e. Termination of the Contract, however arising, shall not affect either of the parties’ rights and remedies that have accrued at termination. Clauses which expressly or by implication survive termination of the Contract shall continue in full force and effect.

a. Bohle shall not be liable for any failure to perform, or delay in performing, any of its obligations under the Contract if such failure or delay is due to any event beyond its reasonable control (including, but not limited to, strikes, lockouts or other industrial disputes (whether involving its own workforce or a third party's), interruption or failure of a utility service or transport network, acts of God, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, malicious damage, breakdown of plant or machinery, nuclear, chemical or biological contamination, sonic boom, explosions, collapse of building structures, fires, floods, storms, earthquakes, loss at sea, epidemics or pandemics or similar events, natural disasters or extreme adverse weather conditions, any change in law or other action taken by a government or public authority or compliance with any such law or action, or default of suppliers or subcontractors). If Bohle is affected by any such event, it shall notify the Purchaser in writing as soon as reasonably practicable and Bohle’s obligations under the Contract will be suspended and the time for performance of such obligations will be extended for the duration of such event.

a. The Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.

a. Bohle may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract. The Purchaser may not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of Bohle.

b. Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, by commercial courier or by e-mail.

c. A notice or other communication shall be deemed to have been received: (i) if delivered personally, when left at the address referred to in clause 12.b; (ii) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second working day after posting; (iii) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or (iv) if sent by e-mail, one working day after transmission (providing no delivery failure notification is received by the sender).

d. The provisions of clauses 12.b and 12.c shall not apply to the service of any proceedings or other documents in any legal action.

e. If any court or competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed to be deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected. If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

f. A waiver of any right or remedy under the Contract is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

g. A person who is not a party to the Contract shall not have any rights under or in connection with it.

13.1 The customer shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any goods supplied under or in connection with this Agreement that fall under the scope of Article 12g of Council Regulation (EU) No 833/2014.

13.2 The costumer shall undertake its best efforts to ensure that the purpose of paragraph (1) is not undermined by any third parties further down the commercial chain, including by possible resellers.

13.3 The customer shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would undermine the purpose of paragraph (1).

13.4 Any violation of paragraphs (1), (2) or (3) shall constitute a material breach of an essential element of this Agreement, and the Bohle AG shall be entitled to seek appropriate remedies, including, but not limited to:

a. Extraordinary termination of the contract. The termination must be declared in writing. In this case, the costumer shall bear all costs and damages incurred by Bohle AG, and

b. A contractual penalty of EUR 50,000.00 or the price of the exported goods, whichever is higher. The right to assert claims for damages shall remain unaffected. Any contractual penalty due shall be set off against any claim for damages asserted, and

c. In addition, the costumer shall indemnify Bohle AG against all claims asserted by authorities or other third parties against Bohle AG due to a breach by the costumer of the obligation under paragraphs (1), (2) or (3). 

13.5 The costumer shall immediately inform the Bohle AG about any problems in applying paragraphs (1), (2) or (3), including any relevant activities by third parties that could undermine the purpose of paragraph (1). The costumer shall make available to the Bohle AG information concerning compliance with the obligations under paragraph (1), (2) and (3) within two weeks of the simple request of such information.”