(valid from 01/2015)
1. Governing Conditions
The legal relationship between the Supplier and the Purchaser shall be governed by these Terms and Conditions and any other agreements. Amendments and supplements must be made in writing. Other general terms and conditions shall not apply even if they have not been expressly contradicted in individual cases.
2.1 Delivery contracts (order and acceptance) and delivery call-offs as well as their amendments and supplements must be in writing. Delivery schedules can also be made by remote data transmission.
2.2 If the supplier does not accept the order within one week of receipt, the purchaser shall be entitled to cancel the order.
Delivery call-offs shall become binding at the latest if the supplier does not object within 2 weeks of receipt.
2.3 If there is a justified interest and within the scope of reasonableness for the Supplier, the Purchaser may request changes to the design and execution of the delivery item. In this context, the effects, in particular with regard to additional and reduced costs as well as delivery dates, shall be settled by mutual agreement in an appropriate manner.
3.1 Payment shall be made according to individual agreement. In case of acceptance of early deliveries, the due date shall be determined by the agreed delivery date.
3.2 In the event of defective delivery, the Purchaser shall be entitled to withhold payment in proportion to the value until proper performance.
3.3 The Supplier shall not be entitled to assign its claims against the Purchaser or to have them collected by third parties without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld. In the event of extended retention of title, the consent shall be deemed granted.
4. Notice of Defects
The Purchaser shall notify the Supplier in writing without delay of any defects in the delivery as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects.
5.1 The contracting parties undertake to treat as business secrets all commercial and technical details which are not in the public domain and which become known to them through the business relationship.
5.2 Drawings, models, templates, samples and similar items may not be handed over or otherwise made accessible to unauthorized third parties, may only be used for the purposes of the respective contract between the Supplier and the Purchaser and may not be used for any other purposes of the Supplier. The reproduction of such items is only permitted within the scope of operational requirements and copyright provisions.
5.3 Sub-suppliers shall be obliged accordingly.
6. Delivery Dates and Deadlines
Agreed dates and deadlines are binding. The receipt of the goods by the Purchaser shall be decisive for compliance with the delivery date or delivery period. The supplier shall make the goods available in good time, taking into account the usual time for loading and dispatch.
7. Delay in Delivery
7.1 The Supplier shall be obliged to compensate the Purchaser for any damage caused by delay insofar as the Supplier is at fault.
7.2 In the event of slight negligence, the compensation shall be limited to additional freight costs, retrofitting costs and, after fruitless setting of a grace period or in the event of loss of interest in the delivery, to the additional expenses for covering purchases.
8. Force Majeure
Force Majeure, labor disputes, riots, official measures and other unforeseeable, unavoidable and serious events shall release the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if these events occur at a time when the affected contractual partner is in default. The contractual partners shall be obliged to provide the necessary information without delay within the scope of what is reasonable and to adapt their obligations to the changed circumstances in good faith.
9. Quality, Documentation and Environmental Protection
9.1 The Supplier shall comply with the recognized rules of technology, the safety regulations and the agreed technical data for its services. Modifications of the delivery item require the prior written consent of the Purchaser. The type and manner of cooperation in the quality sector, such as initial sampling and documentation, shall in principle be bindingly regulated and fixed in writing with the order.
9.2 The contracting parties shall inform each other about the possibilities of quality improvement. Furthermore, the Supplier shall receive information on relevant safety regulations from the Purchaser upon request.
9.3 In the case of parts specially marked in the technical documents or by separate agreement, the Supplier shall also keep special records stating when, in what manner and by whom the delivery items have been tested with regard to the features requiring documentation and what results the required quality tests have produced. The test documents shall be kept for 10 years and submitted to the Purchaser if required. The supplier shall oblige sub-suppliers to the same extent within the scope of the legal possibilities. As a guide, reference is made to the VDA publication „Proof of Defects – Guide to the documentation and archiving of quality claims”., Frankfurt am Main 1998.
9.4 Insofar as authorities responsible for vehicle safety, exhaust gas regulations or similar require insight into the production process and the test documents of the Purchaser in order to verify certain requirements, the Supplier agrees, at the request of the Purchaser, to grant them the same rights in its plant and to provide all reasonable support in this respect.
9.5 The Supplier shall comply with the applicable environmental protection regulations of the European Union, Germany and, upon special request, the environmental protection regulations of the USA for the exclusion of hazardous substances.
10. Liability for Defects
10.1 In the event of delivery of defective goods, the Purchaser may demand the following if the respective statutory requirements and the requirements set out below are met and unless otherwise agreed:
10.1.1 Prior to commencement of manufacture (processing or installation), the Purchaser shall first give the Supplier the opportunity to sort out the defective goods and to remedy the defect or to make a subsequent (replacement) delivery, unless this is unreasonable for the Purchaser. If the Supplier is unable to do so, the Purchaser shall be entitled to rescind the contract and return the goods at the Supplier’s risk without setting a further deadline. In urgent cases, the Purchaser may, after consultation with the Supplier, remedy the defect itself or have it remedied by a third party. The Supplier shall bear any costs arising in this connection. If, due to particular urgency, neither a remedy of the defect by the Supplier nor an agreement with the Supplier is possible, the Purchaser shall also be entitled to remedy the defect itself at the Supplier’s expense, provided that the latter cannot refuse subsequent performance due to disproportionate costs (§ 439 para. 3 BGB). If the same goods are repeatedly delivered defective, the Purchaser shall be entitled to rescind the contract after written warning in the event of a repeat defective delivery also for the unfulfilled scope of delivery.
10.1.2 If, despite compliance with the obligation under No. 4 (notification of defects), the defect is not discovered until after the start of production, the Purchaser may
a) demand subsequent performance and reimbursement of the transport costs (excluding towing costs) and dismantling and installation costs (labor costs; material costs if agreed) required for the purpose of subsequent performance in accordance with Section 439 (1), (3) and (4) of the German Civil Code (BGB) or
b) reduce the purchase price after fruitless expiry of the reasonable grace period – unless such grace period is dispensable by law.
10.1.3 In the event of a culpable breach of duty going beyond the delivery of defective goods (e.g. in the event of an obligation to provide information, advice or examination), the Purchaser may demand compensation for the consequential damage resulting from the defect as well as for the consequential damage reimbursed by the Purchaser to its customer pursuant to the law in accordance with No. 11. Consequential damage shall be the damage, suffered by the Purchaser as a result of the delivery of defective goods to legal assets other than the goods themselves
10.2 The parts to be replaced by the Supplier shall be made available to the Supplier by the Purchaser without delay and at the Purchaser’s expense.