Conditions of Purchase 08/2022

1: Standard conditions
The legal relationship between the supplier and buyer will conform to these conditions and possible other agreements.
Changes and amendments have to be written according to 2.1.
Other general terms are invalied even when they were not explicitly disagreed in individual cases.

2: Order, changes and amendments
2.1
All procurement contracts (order and order acceptance) and delivery schedules are only binding provided that they were negotiated and agreed on in written form.
For the buyer only the purchase department or the company management are allowed to sign the contract.
Procurement contracts (order and order acceptance) and delivery schedules that are not done in above mentioned form apply as not negotiated or respectively not agreed on.
2.2
Changes and amendments are only binding in case that they were negotiated, respectively agreed on, in written form.
Changes and amendments that do not lead to additional costs, and do not change agreed performance parameters or generally agreed design sizes and dates are signed by the buyer’s responsible person in charge. Beyond that, for the buyer only the purchase department or the company management are allowed to sign a contract.
Changes and amendments that are not done in above mentioned form apply as not negotiated or respectively not agreed on.
2.3
If the supplier does not accept the order within 2 weeks from receipt, the buyer is entitled to cancel.
2.4
The buyer has the right to ask the supplier, within acceptable limits, to make changes to the design and construction of the goods supplied. Any implications, expecially concerning additional and minor costs as well as delivery dates will be decided by mutual agreement between buyer and supplier.

3: Payment
3.1
Unless otherwise agreed in writing, the payment will be made within 14 days, counted from the delivery date and receipt of invoice, with a 2% discount or within 60 days net from receipt of invoice. In the absence of any other agreement, the customer receives an unlimited warranty bank guarantee of more than 10% of the order value upon presentation from the customer. In the case of reception of an early delivery, the due date will be in pursuance of the agreed delivery date.
3.2
In the case of delivery of faulty goods, the buyer is entitled to retain a corresponding percentage of the payment until the duly competition.
3.3
Without previous written consent of the buyer, which shall not be unreasonably withheld, the supplier shall not be entitled to assign this receivables to third parties or to have such receivables collected by third parties. In the event of an extended retention of title, agreement to resale is assumed to have been given. Even if the supplier assigns his receivable against the purchaser contrary to the first sentence to a third party without the consent of the purchaser, the assignment remains valid.
Regardless of the assignment the purchaser may choose whether payment is made to the supplier or the third party.

4: Notice of defects
In case of defects, after delivery the buyer must, as soon as they are noticed during the correct course of business, inform the supplier immediately in written form (letter, e-mail or telefax). In this respect the supplier renounces an objection of a late notice of defects.

5: Secrecy
5.1
The contractual partners are obliged to treat all not evidently commercial and technical details, which they get to know due to their business relationship, as business secret.
5.2
Drawings, models, patterns, samples and other similar objects may not be given or made accessible to unauthorised third persons. They may only be used for purposes of the corresponding contract between supplier and buyer and not for other purposes of the supplier. Copying of such objects is only admitted whithin the scope of operational requirements and copyright regulation.
5.3
Sub-suppliers have to be appropriately obliged.
5.4
The contractual partners may only promote their business relationship with a written approval in advance.

6: Delivery dates and time – Delay in delivery
6.1
Agreed dates and times are obligatory. The determining factor in meeting the due delivery date or time is the receipt of the goods at the buyer’s.
The supplier has to provide the goods, taking into account common loading and shipping times for delivery, at the agreed time.
6.2
The supplier is obliged to inform the buyer immediately, if such circumstances arise or are recognized by the supplier, which lead to the result, that the agreed delivery times cannot be made.
6.3
In case of delay in delivery the buyer is entitled to demand a compensation for delay. For each commenced week of delay it is 1% of the value of the goods delivered, but not more than 10%. More far-reaching legal claims are reserved for any extended delay. The supplier has the right to prove to the buyer that due to the delay there is no damage or an essentially lower damage.

7: Force majeure
Force majeure, industrial conflicts, troubles, official measures or other unforeseen circumstances, inevitable and severe occurrences relieve the contractual partners for the period of the trouble and to the extent of the effect from the performance obligations. This is also valid, if these events occur at a time, in which the concerned contractual partner is delayed. The contractual partners are obliged to inform immediately within the scope of reasonability and to adapt their obligations to the changed circumstances according to good faith.

8: Quality, documentation, environmental protection and transport
8.1
The supplier has to observe all the accepted engineering standards of quality, the safety regulations and the agreed technical specifications for his performance. Changes to ordered items are subject to a written approval of the buyer in advance. Modalities o the cooperation with quality management like first patterning and documention is bindingly regulated by ORL-93 (SHW-regulations for quality management of supplies), unless agreed otherwise.
8.2
The contractual partners will inform each other about the possibilities of a quality improvement. Furthermore on request the supplier will received information about corresponding safety regulations from the buyer.
8.3
Moreover, concerning the technical documents or any special greements, especially parts of vehicles marked with „D“, the supplier has to make special notes, when and under what conditions as well as by whom the delivered items have been checked according to specifications that require documentation and which results came out for the requested quality tests.
The control documents have to be kept for 15 years and to be presented to the buyer on demand. The supplier has to oblige all sub-suppliers to the same extent, as far as possible under legal regulation.
As instruction it is referred to the VDA-script „Documentation-mandatory parts at manfacturers of vehicles and their subsuppliers – execution of the documentation“, Frankfurt on the Main 1973.
8.4
The supplier has to observe environmental and transportation regulations.

9: Liability for material defects
9.1
The buyer is entitled to legal claims against defects.
9.2
The limitation period is 36 months.

10: Product liability and recall
In case it is claimed against the buyer because of product liability, the supplier is committed to release the buyer of such claims, if the damage was caused by a fault of the object of agreement delivered by the supplier. In cases of faultdependent liability this is only valid, if it is the responsibility of the supplier. If the supplier is responsible for the cause of the damage, he bears the burden of proof.
In such cases the supplier takes all costs and charge including the costs for a possible legal action or product recall.
Furthermore the legal regulations are valid.

11: Execution of works
Persons, who carry out works on the factory premises in compliance with the contract, have to observe the corresponding plant regulations. The liability for accidents, which happen to these persons on the factory premises, is excluded if they are not caused by intentional or grossly negligent breach of duty of our legal agents or assistants.

12: Transfer of risk/documents
12.1
Delivery has to be realized free domicile, unless anything else is agreed upon writing.
12.2
The supplier is obliged to indicate the exact ordern no. of the buyer and the day of order on all shipping documents and delivery notes. In case of part shipment, it has to be indicated on all documentation. If the supplier fails to give indications and notes, delays in processing, for which the buyer is not responsible, are unavoidable.

13: Industrial property rights
13.1
The supplier is liable for claims, which arise from the contractual use of the delivered items, should they violate any industrial property rights, published in the suppliers’s home country, by the European Patent office or in one of the countries Germany, France, Great Britain, Austria or USA.
13.2
The supplier releases the buyer and purchaser from all claims arising of the use of such industrial property rights.
13.3
This is not valid, if the supplier has produced the goods according to drawings, models or similar other descriptions or details as indicted by the buyer and does not know or in the context of the products developed by him does not have to know, that thereby any industrial property rights can be violated.
13.4
The contractual partners oblige themselves to inform each other immediately about known injury risks and pretended injuries giving each other the possibility to amicably agree on corresponding claims.

14: General regulations
14.1
Models, matrixes, patterns, samples, tools or other working mediums and also confidential data which the buyer makes available to the supplier as well as any costs which are shared with the buyer may only be used for the completion of the contract with the buyer and, only with former written approval of the buyer, for own purposes of the supplier and for deliveries to any third person.
14.2
Order related working mediums, which are bought or produced at the cost of the buyer by the supplier will become the property of the buyer after payment. The supplier keeps the working mediums for the buyer.

15: General regulations
15.1
If one of the contractual partner stops payment or has insolvency or juridical settlement proceedings against him, then the other party is entitled to resign from the unfulfilled part of the contract.
15.2
If any one of these conditions and further agreements be or becomes ineffective then the validity of the rest of the contract will not be touched. The contractual partners are obliged to replace the ineffective regulation by another regulation which is mutually acceptable.
15.3
German Law is exclusively valid, if nothing else is agreed.
The use of the agreement of the United Nations about contracts for international purchase of goods is excluded.
15.4
Place of fulfilment is the registered office of the buyer. For delivery something else can be agreed.
15.5
Place of jurisdiction is Aalen. The buyer can also take legal action at the registered office of the supplier.