1. General provisions
The following terms and conditions apply for the execution of our order and any order supplements, unless otherwise expressly agreed in writing. Sales and delivery terms and conditions mentioned in offers, confirmations or other declarations of the supplier are legally ineffective for us even without our objection unless we agree to them in writing, notwithstanding any declaration of the supplier to only recognise third-party terms and conditions through their consent. If the supplier does not wish to recognise any of the following terms and conditions, the supplier has to expressly object. Acceptance and execution of the order constitutes acceptance of our terms and conditions.
All offers are free of charge and non-binding for us. The supplier must point out deviations from our enquiry in the offer.
3. Orders/contract conclusion
3.1 Our orders/agreements and call-offs are only binding for us when they are issued by us in writing or, when issued by phone, confirmed by us in writing citing the order number. Remote data transmission meets the written form requirement.
3.2 If written confirmation of our order is not issued promptly, no later than 2 weeks from the date the order is received, we have the right to revoke the order to ensure timely delivery. Call-offs become binding at the latest if the supplier does not object within 2 weeks from the date they are received.
3.3 We may request changes to the design and execution of the delivery item to the extent this is reasonable for the supplier. The parties shall reach a reasonable mutual agreement about the effects, notably regarding increased and decreased costs as well as delivery dates.
The responsibility for orders, correspondence and further enquiries rests solely with our Purchasing department. Our order number has to be cited on invoices and shipping documents.
Prices are in EUROS. All prices are fixed unless a price adjustment clause or price reservation is expressly confirmed by us, and compensate the supplier for all goods and services included in the order. Payment for packaging is only made when separate packaging was expressly agreed. Prices are net plus VAT as required by law. The agreed prices are free to the door unless otherwise agreed. Prepayments made are considered part of the fixed price in case of possible price increases.
6. Suppliers/place of fulfilment
6.1 The agreed delivery and performance dates are binding. Receipt of the delivery at our plant is relevant for meeting the delivery date or term. If delivery “free to the door” is not agreed, the supplier shall provide the goods in a timely manner under consideration of the usual times for loading and shipment. Advance deliveries require our prior consent. Partial deliveries are only permitted with our consent and must be identified as such.
6.2 Each delivery must be accompanied by a delivery note in triplicate, containing at least the quantity and exact description of the delivery item and our order number.
6.3 The consequences of incorrect, incomplete or late receipt of shipping documents are borne by the supplier.
6.4 Deliveries shall be made exclusively with proper packaging, free to the door at our plant or to a domestic third party designated by us.
The place of fulfilment for the obligations of the supplier is the registered office of the orderer.
7. Default in delivery/performance
7.1 If the supplier fails to meet delivery/performance deadlines for reasons within their control, we have the right to demand compensation for non-performance or to withdraw from the contract in case of default.
7.2 The supplier must notify us promptly in writing if the supplier foresees difficulties in production or the procurement of materials, or in case of circumstances beyond the supplier’s control that impede timely delivery in the prescribed quality. Acceptance of late delivery or performance does not constitute a waiver of further claims for damages due to delay.
8. Passing of risk
Risk passes to us only when an agent authorised by us has confirmed receipt of the goods. In case of delivery including installation, risk passes four weeks after trouble-free commissioning by the end user at the earliest.
9. Force majeure
Insofar as we are temporarily prevented from accepting the delivery item due to force majeure, labour disputes, unrest or official measures, we are released from the acceptance obligation for the duration of the disruption and to the extent of its effects. This applies even when these events occur at a time when the contractual partner concerned is in default. The contracting parties are obliged to promptly provide the required information as far as reasonable and to adjust their obligations to the changed conditions in good faith.
10. Delivery item
10.1 Our order is authoritative for the contents, work and scope of delivery.
10.2 Drawings, descriptions etc. belonging to the order are not binding for the supplier. However, the supplier is obliged to review them for possible discrepancies and to notify us promptly of uncovered or suspected errors. The supplier retains sole responsibility for drawings, plans and calculations prepared by them even when they are approved by us.
10.3 In any case, the delivery items have to be produced and executed so they comply with the legal provisions applicable at the place of fulfilment on the day of delivery, notably regarding technical equipment, hazardous working materials, accident prevention, emission protection, occupational health and safety, and established principles of ergonomics.
10.4 We shall not pay for excess weight going beyond the contractually agreed weight. Other excess deliveries accepted by us are compensated at the contract price.
11. Nondisclosure, third-party proprietary rights
11.1Means of production such as models, samples, tools, templates, drawings and the like that are provided by us or are manufactured by the supplier in accordance with our instructions may not be sold, pledged or handed over to third parties, nor used in any way for third parties or for the supplier’s own purposes, except with our written consent. The duplication of such items is only permissible within the scope of operational requirements and copyright law. This applies correspondingly to items produced with the help of such means of production.
11.2 The supplier expressly asserts that no third-party domestic or foreign proprietary rights to the delivery item exist to the best of their knowledge and belief. The supplier is liable for any damage incurred by us due to the violation of such proprietary rights by the delivery item and undertakes to indemnify us from claims of the holders of proprietary rights. This also applies to deliveries by third parties.
11.3 Following the processing of our order, the means of production provided by us or manufactured at our expense must be returned to us, without the need for us to issue a special request. When manufacturing costs are covered by us, we obtain co-ownership in proportion to our cost contribution.
12. Retention of title
12.1 Material provided by us for execution of the order remains our property. Processing, alteration or combination with other items not belonging to us is done on our behalf. A new item produced with material provided by us is stored by the supplier on our behalf. In case of processing, alteration or combination with items not belonging to the supplier, our joint ownership of the newly created item is in proportion of the value of processed, altered or combined material provided by us to the value of the new item. The supplier is not legally authorised to dispose of the material provided by us. The supplier is obliged to promptly inform us of pledging or any other impairments of material provided by us by third parties.
12.2 Documents provided, such as drawings, models and the like, must be insured against theft and fire at no charge to us as soon as they are in the supplier’s custody.
13. Quality management
The supplier undertakes to observe state-of-the-art science and technology and the agreed technical data for their deliveries. A quality management system according to ISO TS 16949 has to be established and verified by the supplier.
14. Liability for defects
We have the right to report defects, incorrect delivery and quantity deviations within 2 weeks after acceptance. In case of concealed defects, the term for reporting begins when the defect becomes known.
The following applies to the delivery of defective goods:
14.1 Defective parts are identified by us. Sorting and separating are performed at the supplier’s expense. However, we shall give the supplier the opportunity to perform sorting and separating, the rectification of defects or replacement delivery before the start of production (processing or installation) to the extent this is reasonable for us. If the supplier is unable to do so or fails to act promptly, we may withdraw from the contract insofar without further notice and return the goods at the supplier’s risk. In urgent cases, we may perform the rectification of defects ourselves or have this done by a third party after prior coordination with the supplier. The supplier bears the resulting costs. In case of the repeated delivery of defective goods, we have a right of withdrawal even for the scope of delivery that has not been completed, following a written warning.
14.2 If the defect is only noted after the start of production even though the obligations for the timely reporting of defects were met, we may, in accordance with Section 439 (1), (3) and (4) of the German Civil Code (BGB), demand supplementary performance and reimbursement of the costs essential for supplementary performance (excluding towing costs) as well as removal and installation costs (labour costs, material costs) to the extent agreed, or reduce the purchase price.
14.3 In case of a breach of duty by the supplier going beyond the delivery of defective goods, for example, information, consulting or inspection obligations, we may demand compensation for the resulting consequential harm caused by defects. Consequential harm caused by defects is the damage to other property incurred by us due to the delivery of defective goods.
14.4 The liability for defects ends after 24 months. For vehicle parts, it ends 24 months after the initial registration of the vehicle or installation of spare parts, but no later than 30 months after delivery to us. Rights of recourse against the supplier for material defect claims according to Sections 478 and 479 of the German Civil Code (BGB) remain unaffected. We may assert these rights even if the end customer is not a consumer but a businessperson.
15.1 The supplier is liable for damage avoidance measures (for example, in the course of recalls) to the extent of their legal obligations.
15.2 In case of claims asserted against us under mandatory laws for third-party liability regardless of negligence or fault, the supplier shall intercede on our behalf to the same extent as if they were directly liable. The principles of Section 254 of the German Civil Code (BGB) apply correspondingly for the compensation of damages between us and the supplier.
16. Final provisions
16.1 If an application is made for insolvency proceedings against the assets of the supplier or for out-of-court settlement proceedings, we have the right to withdraw from the unfulfilled portion of the contract.
16.2 Should a provision of these terms and conditions and any subsequent agreements be or become invalid, the validity of the contract shall otherwise remain unaffected. The contractual partners are obligated to replace the ineffective provision with a valid provision that comes as close as possible to the original economic intent.
16.3 The laws of the Federal Republic of Germany apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 is excluded.
16.4 The place of fulfilment is our head office. The jurisdiction is x1.
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