General Conditions of Purchase

As of March 2012 ( view as a PDF )

 

1. Foreword

We gauge the quality of our products and services on the satisfaction of our customers. As a customer-oriented company, our quality management is aligned to understand, register and fulfil the needs of our customers over and beyond their expectations. For this reason, our suppliers have to be fully integrated in our quality management. We see ourselves as a link in the quality chain between our customers and suppliers and are therefore responsible for continuous fulfilment of the quality requirements.

 

2. Conclusion of contract

We place written orders based on the following conditions. Deviating conditions, if not specified in our order, are not valid. Verbal agreements only apply if these have been confirmed by us in writing. The order must be confirmed immediately by the Contractor. Insofar as our order contains a price indication, this must be considered as a fixed price. Outsourcing to subcontractors requires our prior written consent.

 

3. Delivery conditions

The Supplier undertakes to mark deliveries to us according to our order with our order number and article designation and possibly with a batch number. Packaging units are to be marked stating the contents, quantity and order number. Delivery notes and packaging labels must be written in German. Delivery notes, shipping advices and invoices must be issued in duplicate and submitted in due time. Together with the normal details, they must also state our order number. Delivery notes, shipping advices and invoices for one delivery month must be received by the 5th of the following month. Deliveries must always be made free house unloaded including packaging and delivery note respectively invoice, with immediate notification given by delivery or shipping advice. If required in the invoice, the corresponding works certificates must also be supplied at the latest with the invoice. They are an integral part of the delivery. Accordingly, the delivery is only considered to be complete if the required works certificates are available. The Purchaser checks the identity of the goods, i.e. he checks the details on the delivery note with the contents of the packaging to see whether the delivery is wrong or whether the quantities are incorrect. Goods receipt control takes place from a statistical point of view as a random sample check. If the required quantities are packed in sub-units in the transport packaging, the Purchaser only checks the details on the delivery note with the details stated on the corresponding packaging unit. The agreed delivery time is binding. If it transpires that agreements made for example with regard to quality features, deadlines and delivery quantities cannot be met, the Supplier informs the Purchaser accordingly without delay, stating the reasons. The Supplier also informs the Purchaser immediately of any nonconformities detected after delivery has been made. In the interests of finding a fast solution, the Supplier discloses the necessary facts and figures. The Supplier undertakes to inform the Purchaser of any changes in the production methods/materials (also with subcontractors), changes in subcontractors or changes in test methods/equipment and obtains the Purchaser's consent accordingly. For all faults in the delivered goods which are not obvious immediately after normal testing, the Supplier waives the defence of belated notice of complaints; the goods are considered not approved. On expiry of the agreed date for the delivery or service, the Contractor defaults without any further reminder being necessary. Even if the Contractor overruns an agreed deadline, we always demand that the Contractor fulfils his delivery obligations without delay in the full scope. All Acts of God and other circumstances for which we are not responsible entitle us to delay the fulfilment of our acceptance obligations for the duration of these events. No claims for compensation can be derived from such circumstances. In the event of a complaint, it must be possible to trace the item unequivocally back to the corresponding non-conforming delivery, in order to localize the quantity of damaged parts and raw materials. Nonconforming parts are then returned to the Supplier in the scope which is to be agreed with him. He undertakes to analyse every nonconformity and inform us at short notice about the cause of the nonconformity, together with the corresponding rectification and prevention measures he has introduced, indicating that these are effective.

 

4. Means of Transport

For deliveries free house, the Supplier is obliged to safeguard quality through to the destination. The Supplier's forwarders must also be included in accordance with this requirement. Means of transport and packaging must be chosen appropriately for the goods and protect them adequately from damage and quality impairments (e.g. damage, corrosion).

 

5. Prematerials

For manufacturing our products the Supplier is obliged to only use materials that meet the requirements of our business objective environment protection. (See our homepage)

 

6. Sample and pilot series parts

Deliveries and documentation for samples and pilot series parts are provided at the conditions agreed with the Purchaser. The aim is to produce the prototypes and pilot series parts under conditions as close as possible to series production conditions. To this end, first products must always be produced using the workflows, machines, tools and equipment intended for series production, including testing in production and final control using the testing equipment and instruments intended for series production.

 

7. Conditions of payment

Unless agreed otherwise, payment shall be made after receiving the invoice and goods either within 14 days deducting 3% discount or within 30 days net cash, notwithstanding our right for later complaints. Payment is considered to have been made on time if we have verifiably issued a payment order or sent the cheque to the contractor by the due date. Assignments of claims are precluded (§ 399 German Civil Code).

 

8. Liability and warranty

Compensation can be claimed from the Supplier for additional expenditure incurred by the Purchaser because of deliveries of faulty products (e.g. sorting measures, reworking, recall measures). In the case of threatening assembly stoppages and delivery delays on our part, the Supplier must initiate immediate measures at our request. These can include sorting and reworking, which if necessary can also be carried out by an authorised entity (local reworking company) within the required period of time. Compensation can be claimed from the Supplier for all costs incurred by faulty or missing parts and the resulting collateral damage. The Contractor guarantees that his supplies and services comply with state- of-the-art engineering. He also undertakes to execute his services in such a way that they comply with the conditions imposed by the local building inspectorate, fire brigade and Professional Association, together with the testing and supervisory authorities. The Contractor undertakes only to use staff who are familiar with the corresponding regulations. He is liable for any damage resulting from the failure to bide by such measures. Furthermore, he is liable for his supplies and services to the full extent without any limitations. In a guarantee case, we are also entitled to demand new deliveries within an appropriate period of time.
The warranty period is 24 months counting from the passage of risk.
The Contractor is obliged to indemnify the Purchaser from all claims arising from the violation of third-party rights.

 

9. Reservation of title

Materials, tools and models made available by us remain our property, subject to us also retaining or acquiring title to the items produced by connecting, mixing or processing the materials and the Contractor keeps these items for us after marking them specially. Insofar as the order includes the assumption of tool or model costs or pro rate tool costs, regardless of whether these are named specifically or included in the purchase price of the goods, it is considered agreed that the tools respectively models are our property. The Contractor shall name these tools or models for us and only use them exclusively for us and keep and care for them correctly and free of charge, including adequate insurance cover from fire, water and theft. This agreement replaces handover of the corresponding tools and models. We are justified to demand recovery of possession of the tools and models at any time.

 

10. Place of fulfilment, jurisdiction and governing law

The place of fulfilment for payment and place of jurisdiction is the Purchaser's place of business. We reserve the right to prosecute the Contractor at his place of business or at the court responsible for us.

 

11. Validity

The clauses of these General Purchasing conditions apply to all existing and future contractual agreements between the Purchaser and the Supplier. The Supplier shall oblige his sub-contractors to fulfil their corresponding obligations from this contractual agreement. The contractual relationships between ourselves and the Contractor are subject to the laws of the Federal Republic of Germany, excluding the validity of the United Nations Convention on Contracts for the International Sale of Goods. Should any provision of these General Conditions of Purchase and Quality Assurance Agreement be or become invalid, this does not affect the validity of the remaining provisions.