Conditions of Purchase, AERO-LIFT Vakuumtechnik GmbH
I. Scope of application
- These General Terms and Conditions of Purchase are the subject of all orders from AERO-LIFT Vakuumtechnik GmbH and are valid exclusively. They are the content of all contracts concluded between us and a supplier. This also applies if we do not expressly refer to them in subsequent contracts. General terms and conditions of business of the supplier do not apply to us, even if we have not expressly objected to them. Acceptance of objects does not constitute acceptance of the supplier's general terms and conditions.
II. Ordering and order confirmation
- Only orders placed in writing or by e-mail or by e-mail are binding. In the individual case, we have binding ordering standards and drawings, including tolerance specifications. By accepting the order, the supplier recognizes that he has been informed about the type and scope of the service by consulting the existing plans. We do not have any liability for obvious errors, typing errors or arithmetic errors in the order itself as well as in the documents, drawings and plans submitted by us. The supplier is obliged to notify us of such defects, so that our order can be corrected and renewed. This also applies to missing documents or drawings.
- Orders bind us only if they are confirmed in writing by a written delivery date within 10 days of receipt from the supplier, unless otherwise agreed in the individual case.
- Deviations in quantity and quality to the text and content of our order are to be made explicitly. In addition, the Supplier shall be obliged to notify us in writing of any changes to the earlier terms and conditions or catalog specifications. A contract comes into effect only after written acceptance of the changed conditions by us. Later amendments to the contract shall only be deemed to have been agreed upon if we have expressly confirmed them in writing. The effects, in particular with regard to additional or reduced costs, have to be settled by mutual agreement.
- Drawings, tools, samples, models, trademarks and similar, as well as finished products and semi-finished products, which are left by us or made on our behalf, remain our property and may only be delivered to third parties with our express written permission. Unless otherwise agreed in individual cases, these shall be returned to us without delay upon completion of the order without special request. Such products, brands and presentations may be supplied to third parties only with our express written permission.
III. Delivery and performance
- The agreed delivery periods and deadlines are binding. They run from the date of the order. Within the delivery period or the delivery date, the goods must have been received at the receiving address specified by us. The Supplier shall be in default if the agreed delivery date has not been met. In the event of a lack of agreement, he shall be in default if he has failed to comply with the normal and reasonable delivery time according to the circumstances. The Supplier shall be obliged to compensate us for the delay. In addition, we are entitled to withdraw from the contract after an unsuccessful deadline and / or to claim damages. If delays are to be expected, the supplier must notify us without delay and request our decision to maintain the order. The unconditional acceptance of a delayed delivery or service does not constitute a waiver of the claims due to us for delayed delivery.
- Partial deliveries are inadmissible, unless we expressly agree to them.
- We are not obliged to inspect the goods before expiry of the delivery date.
- In case of impossibility of delivery, we are entitled to demand damages or to assert the other warranty rights.
- Our shipping instructions are to be observed. Any costs resulting from non-observance of our shipping regulations shall be borne by the Supplier. The same applies to additional costs which are incurred by the supplier for a necessary accelerated transport. We recognize additional transport insurances only if they have previously been agreed with us in writing.
- Transports are accepted in our factory only Monday to Friday from 7:30 am to 12 noon and 1 pm to 4 pm.
- The delivery is free of charge at the expense of the supplier to the address specified by us. If, exceptionally, we have to bear the freight, the supplier has to choose the type of transport which we have specified, otherwise the most favorable mode of transport and delivery for us.
- The risk passes to us only by acceptance by our receiving agency. This also applies if, on the basis of a separate contractual agreement, we have assumed the costs of the shipment in individual cases or the delivery takes place "ex works".
- The package is included in the price. If, in exceptional cases, a different agreement has been made, the packaging must be calculated at the cost price. The supplier has, if available, the packaging specified by us and to ensure that the packaging is protected against damage.
V. Quality, acceptance and complaint
- The supplier is obliged to comply with the technical data required for his deliveries, the applicable accident prevention and VDE regulations, the applicable legal regulations as well as the latest recognized rules of technology.
- In order to ensure the quality of its deliveries, the Supplier shall carry out a quality inspection according to type and scope.
- For dimensions, quantities and quality, the values determined during our incoming inspection and quality inspection are decisive.
- Defects or poor performance of the delivery shall be asserted by us within 10 working days after receipt of the goods, in the case of hidden defects within 10 business days after their determination at the supplier. In the case of larger quantities, the analyzes of the goods are limited to samples. Defects, which are not discovered, are considered as hidden.
- The supplier waives the objection of the delayed notification of defect and the unconditional acceptance.
- We are entitled to the legal deficiency claims without exception. Irrespective of this, we may, as supplementary performance, demand the removal of the defect or the delivery of a defect-free product or the production of a new plant. The supplementary performance is carried out in agreement with the supplier taking into account our operational requirements. We are entitled to reduce the purchase price or to withdraw from the contract if we have previously set a reasonable deadline for supplementary performance without success. In urgent cases, we are entitled to have the supplier carry out the repair himself or be carried out by a third party after notification to the supplier. The supplier has to replace all expenses incurred. In the case of withdrawal, we shall be entitled to continue to use the supplier's services free of charge up to obtaining a suitable replacement. In the event of withdrawal, the supplier shall bear the costs of removal / removal, return transport and disposal.
VII. Warranty and liability
- The supplier assumes the obligation that the goods, including presentation and award, correspond to our data. Our order or our order will be executed in accordance with the respective state of the art.
- We shall be entitled to demand damages in case of a breach of duty due to a main liability or a breach of a supplementary obligation. In the case of damages, the Supplier shall be obliged to compensate us for damages directly and / or indirectly caused by a defect. This also includes the replacement of the defect consequences. In principle, the supplier is liable for damages only if he has caused the damage culpably. In case of a procurement risk and / or guarantee, the supplier is indebted to the fault.
- The warranty period is generally two years after acceptance of the delivery items. It is extended accordingly if we are obliged by our customers to longer warranty periods. If we are used by a recourse within the meaning of § 478 BGB (German Civil Code), the time limits laid down therein shall apply.
- In the case of legal deficiencies, the Supplier shall indemnify us against third-party claims. The statutory warranty period applies.
- For parts repaired or repaired within the warranty period, the limitation period begins to run from the date on which the supplementary performance has been carried out.
- If, due to the defective delivery or other negligent performance, costs arise, in particular transport, material and labor costs, the supplier has to replace them.
- If a defect is found within six months from the passing of the risk, it is assumed that it already existed at the time of the passing of the risk.
- If we are claimed by product liability or similar liability principles according to foreign law, the supplier has to reimburse us a loss as far as his deliveries and / or his behavior were caused. With regard to these claims, the Supplier waives the objection of the limitation period, as long as we can claim ourselves.
VIII. Industrial property rights
- The supplier is liable for the fact that by his delivery and its utilization by us no patents or other proprietary rights of third parties are infringed. It shall release us and our customers from all claims arising from the use of such proprietary rights. This does not apply if the supplier has produced the delivered goods according to drawings, models or similar descriptions or orders, which we have provided, and does not know or can not know about the infringement of industrial property rights in connection with the products manufactured by him.
IX. Force majeure
- War, civil war, export restrictions or trade restrictions resulting from a change in political circumstances as well as strikes, lockouts, operational disturbances, operating restrictions, etc. Events that make the fulfillment of the contract impossible or unacceptable to us shall be considered as force majeure and free us for the duration of their existence The duty of timely acceptance. The contracting parties are obliged to notify themselves in this regard and to adapt their obligations to the changed circumstances in good faith.
X. Supplier Declarations
- An essential element of the contracts resulting from these terms of purchase is the obligation to submit supplier declarations according to VO / EC 1207 / 01. If long-term supplier declarations are used, changes of the original property with the respective order confirmation are to be communicated to us unsolicited.
- In the event that the supplier declarations are not found to be sufficiently conclusive or faulty and we are obliged, or for other reasons, by the customs authorities to submit an information leaflet INF4, we shall be obliged to promptly provide correct, complete and officially certified information sheets INF4 on the goods origin to To make available.
- Should we or our customers be charged by a customs authority on the grounds of a faulty declaration of origin, or if we or our customers incur other assets, and if the defect is based on an incorrect statement of the supplier's origin, the supplier shall be liable.
XI. Custody / property
- The material remains our property. It is to be stored as such separately and may only be used for our orders. The supplier shall be liable for impairment or loss without fault. Processing or transformation by the Contractor shall be carried out for us, or at least with us agreed upon. The objects, which are manufactured with the material provided by us, are our property proportionally in the respective production state. The supplier keeps these items for us; The purchase price includes costs for storing the items and materials stored for us.
- If the item we are processing is processed with other items not belonging to us, we acquire the co-ownership of the new item in proportion to the value of the item (purchase price plus VAT) to the other processed items at the time of the mixing. If the mixing is done in such a way that the object of the contractor is to be regarded as the main object, then it is agreed that the Contractor shall transfer to us proportionate co-ownership; The Contractor shall keep the sole ownership or co-ownership for us.
- If the supplier is contractually obliged to manufacture tools, the tools become the property of us after completion and payment of the production costs. If the tools for the production of parts remain with the supplier, the transfer of the tool is replaced by the supplier safekeeping and maintaining the tools for us. The tools are left to the supplier by us for production purposes only. We are always entitled to demand the tools from the supplier. In addition, the provisions set out in paragraph 4 apply.
- We reserve the title to the tools made available to the supplier. The supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is also obliged to insure the tools belonging to us at his own expense against fire, water and theft. At the same time, the Supplier already assigns to us all compensation claims from this insurance; We accept the assignment. The Contractor shall be obliged to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work in good time at his own expense. He shall immediately notify us of any malfunctions; If he culpably fails to do so, claims for damages shall remain unaffected.
- All documents handed over by us remain our property. They may not be made accessible to third parties and are to be returned to us completely, unsolicited, upon completion of the contract. Third-party specialists and subcontractors who are engaged by the supplier are not considered to be third parties if they have committed themselves in the same way to maintain secrecy against the supplier. The Supplier shall be liable for all damages that result from the breach of this obligation (see also XII).
XII. Business secrets
- The supplier is obliged to treat our orders and all commercial and technical details related to this as a business secret.
XIII. Publication / advertising
- An evaluation or announcement of the existing business relationships in publications or for advertising purposes is only permitted with our express prior written consent.
- Oral verbal agreements require the written form to be effective.
- The transfer of rights and obligations of the Supplier from the contract concluded with us shall require our written consent in order to be effective.
- Should any of the provisions be or become void, the remaining provisions shall remain unaffected.
- Place of performance is the place of delivery or execution specified by us, for payments this is Geislingen-Binsdorf.
- In the case of all disputes arising from the contractual relationship, if the supplier is Vollkaufmann, a legal person governed by public law or a public special fund, he shall bring an action before the Amtsgericht Stuttgart or Stuttgart Regional Court.
- German law applies exclusively to the exclusion of the laws on the international purchase of movable goods.