General Conditions of Purchasing of f-tronic GmbH
§ 1 Validity
(1) All deliveries, services and quotations of our suppliers shall be performed solely on the basis of these general delivery conditions. These terms form part of all contracts which we enter with our suppliers for deliveries or services offered. They also apply to all future supplies, services or offers to the purchaser, even if they are not the subject of a further separate agreement.
(2) The terms and conditions of our suppliers, or of third parties, do not apply, even if we do not especially contradict their application. Even if we refer to a letter that contains the supplier‘s terms and conditions or those of a third party or refers to such, this does not suggest any agreement to the validity of such terms and conditions.
§ 2 Orders and requests
(1) We are at any time entitled to change the time and place of delivery and the type of packaging in writing within a period of at least 14 calendar days before the agreed delivery appointment. The same applies to product speci cations, as long as it is done within the boundaries of the supplier‘s normal production process and can be implemented without any considerable extra effort, whereby such cases of extra effort must be made clear within a period of at least 7 calendar days. Should the amendments cause delays in delivery, which are unavoidable in the supplier‘s normal production and business dealings, the delivery appointment will be postponed accordingly. The supplier will carefully estimate the expected additional costs or length of the delay in delivery and will notify us in writing before delivery, at least 3 working days after receiving our noti cation in accordance with sentence 1.
(2) We are entitled to terminate the contract at any time with a written declaration and indication of the reason if we can no longer use the products in our business operations due to circumstances arising after entering the contract. In this case the supplier will be remunerated for the partial services shown to have been rendered.
§ 3 Prices, Terms of Payment, Invoice Details
(1) The price stated in the order shall be binding or may not be increased without consultation. When price adjustments are in our favour, no prior consent is necessary.
(2) In the absence of a written agreement the price includes delivery and transportation to a delivery address speci ed in the contract, including packaging.
(3) If either the agreed upon price does not include packaging - which is not only provided on a loan basis - or the price for packaging is not clearly agreed upon, the supplier may charge us, at their own costs only. At our request, the supplier shall take back the packaging at their own expense.
(4) If no other arrangements are made, we will pay the purchase price after delivery of the goods and receipt of the invoice within 14 days with 3% cash discount or within 30 days net. The receipt of the transfer order at our bank will be suf cient for the payment to be seen as punctual.
(5) All order con rmations, delivery notes and invoices must contain our order number, article number, delivery quantity and delivery address. Should one or more of these details be missing and processing is delayed by us in our normal business operations, the payment periods mentioned in paragraph 4 are extended by the period of the delay.
(6) In the event of default of payment we shall be liable for default interest in the amount of 5% above the base interest rate as de ned in Section 247 of the German Civil Code (BGB).
§ 4 Delivery, delivery period and transfer of risk
(1) The delivery time (delivery date or delivery period) unless otherwise agreed is binding. Earlier deliveries are not permitted or must rst be discussed with us.
(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become apparent, that the delivery time cannot be adhered to.
(3) If on the day which the delivery has to be made at the latest, based on the contract, the supplier falls behind with delivery, at the end of this day the supplier in is in default without requiring a reminder on our part.
(4) In the case of delivery delays, we are entitled to unrestricted legal claims, including the right to step back from the contract and the right of replacement of damages instead of the supply/service after exceeding an appropriately set deadline.
(5) We are entitled to demand payment of a contractual penalty for delivery delays, after issuing a previous written warning to the supplier, for each commenced week of the delay at a sum of 0.5% and a maximum of 5% of the order value. The contract penalty shall be set off against the damages for delay to be paid by the supplier.
(6) The supplier is not entitled without our prior written consent to make partial deliveries.
(7) The transfer of risk is only passed over to us, including if a despatch has been agreed, when the goods are transferred at the agreed destination.
§ 5 Warranty claims
(1) In the event of a defect being discovered we are entitled to our statutory rights. The warranty period for all products is de ned as 36 months
(2) Quality and quantity differences count as rebuked on time if we notify the supplier within 7 working days after receipt of the goods. Any hidden material defects also count as rebuked on time if noti cation is sent to the supplier immediately after discovery.
(3) We do not waive our guarantee claims through acceptance or approval of the samples or test products provided.
(4) With entry of our written notice of defects at the supplier the period of limitation of warranty claims is suspended. In case of replacement delivery or removal of defects the defects liability period for replaced and mended parts begins again unless we had to assume from the behaviour of the supplier that he did not feel committed to this action but carried out the replacement delivery and removal of defects as a gesture of goodwill or similar reasons.
§ 6 Product liability
(1) The supplier is responsible for every claims made by third party on the grounds of personnel or material defects, which can be traced back to a defective product which the supplier delivered and is obliged to release us from the resulting liability. If we are obliged to carry out a call back operation due to a defective product delivered to us by the supplier, the supplier is to carry all the costs of the call back action.
(2) The supplier is obliged to maintain product liability insurance at its own expense with a sum insured of EUR 1,000,000, which, in case nothing to the contrary has been individually agreed upon, does not need to cover the risk of call backs or criminal or other damages. On request at any time the supplier shall send us a copy of the product liability policy.
§ 7 Property rights
(1) The supplier is responsible for ensuring that no third-party rights are infringed in connection with its delivery within the European Union, North America or other countries where it manufactures products or it has products manufactured.
(2) The supplier is obliged to release us from all other claims, which third parties can have against us on the grounds of an infringement of the property rights stated in paragraph one and to reimburse us for all costs incurred by the assertion of such claims. This right exists independent of the supplier‘s responsibility.
§ 8 Replacement parts
(1) The supplier is obliged to keep replacement parts for the products delivered to us for a period of at least 2 years after delivery.
(2) Should the supplier intend to stop production of replacement parts for the products delivered to us, the supplier is to inform us immediately of their decision. The decision must - subject to paragraph 1 - be made at least 6 months before production is stopped.
§ 9 Con dentiality
(1) The supplier is obliged to keep the terms of the order and all information and documents given to him with regard to the order (with the exception of information which is accessible by the public) con dential for a period of 5 years after the contract has been concluded and to use them solely to carry out the order. The supplier will hand back any information immediately upon our request after processing enquiries or orders.
(2) Without our prior written permission, the supplier may not allude to our business relationship in advertisement material, brochures, etc. and cannot display our products.
(3) The supplier will oblige his subcontractors according to §10.
§ 10 Assignment
The supplier is not entitled to relinquish his claims from this contractual relationship to third parties. This is not valid if outstanding accounts are in question.
§ 11 Place of ful lment, place of jurisdiction, applicable law
(1) The place of execution for both parties and the exclusive court of jurisdiction for all disputes resulting from this contractual relationship is Saarbrücken.
(2) The contracts concluded between us and suppliers are subject to the law of the Federal Republic of Germany with the exclusion of the UN purchasing law (Convention on the International Sale of Goods, CISG).
All previous General Terms and Conditions of f-tronic shall become invalid upon publication of this version.