General Purchase Conditions AURORA (as of 01-2010)
1.1. Any delivery of goods and services to us are subject to the following Terms and Conditions unless other agreements have been explicitly made. 1.2. As far as the client's general terms and conditions of the supplier that are inconsistent with ours, their application shall be subject to our explicit written approval.
Our orders and any amendments and additions to the orders shall be made in writing or text form. 2.2. We are entitled to cancel our orders free of charge if you do not acknowledge them unmodified within two weeks after receipt.
3. Deadlines and consequences of delay
3.1 Agreed time-limits for deliveries of goods and services shall be binding. If delays are expected or occur you are obliged to immediately notify us in writing. Claim of damages shall not be excluded thereby. 3.2 Should you still fail to deliver or perform within an additional period of grace set by us, we shall even without prior notice be entitled to refuse acceptance, rescind the contract or demand compensation for non-performance. We shall be entitled to rescind the contract even if the delay was not through your own fault. You shall bear any additional costs incurred by us because of your default, especially those resulting from the necessity to purchase from third parties instead.
3.3 The right to demand an agreed contractual penalty for inappropriate performance (§ 341 BGB - German Civil Code) shall be reserved for us until the final payment is made.
Prices shall be fixed prices. They shall include all expenses in connection with the goods and services provided by you.
5. Execution and delivery
5.1 You may only subcontract with our prior approval, unless such contracts are merely for the supply of standard parts. Delivery call orders shall be binding with regard to the nature and quantity of the goods ordered and the delivery time. Part-deliveries shall require our consent. 5.2 All deliveries must provide a delivery note indicating our order number as well as details of the type and quantity of the contents.
5.3 Deliveries shall generally include customary one-way standard packaging. If reusable packaging is used, it shall be provided free of charge. Return of the reusable packaging shall be carried out on your account and risk. If we take over packaging costs as an exception, these costs are to be calculated based on provable original costs.
5.4 Delivered devices shall always include a technical description and instructions for use free of charge. In case of software products, the delivery obligation shall only be fulfilled once all the (systems and user) documentation has also been delivered. For programs that are specifically developed for us, the program must also be delivered in source format.
5.5. In the event of supply / collection of reusable synthetic material the weighting shall be conducted by us and shall be considered as a binding agreement. The communicated weight shall contain the reusable material deducting external, waste and dirt components.
5.6. Should you deliver goods or provide services on our premises you are entitled to obey the instructions for externals regarding security, environmental and fire protection currently in force.
6. Invoices, payments
6.1 Invoices shall be submitted with separate post; they must state our order number. 6.2 Your entitlement to payment shall be due 90 days after receipt of the goods and your invoice or at our own option within 30 days with a 3 % discount. Payments shall be considered as authorized on the day our bank has received the transfer order. 6.3 Payments shall not be deemed as acknowledgement that the good or service is in accordance with the contract. In the event that a good or service is defective or incomplete, we shall be entitled, without prejudice to our other rights, to withhold an reasonable amount of payments with regards to debts based on the business relationship until you have performed in accordance with your contractual obligations. 6.4 The assignment of your claims against us to third parties shall be excluded.
7. Safety, environmental protection
7.1 Your goods and services must comply with the legal provisions, especially the provisions relating to safety and environmental protection, including the regulations on hazardous substances, the ElektroG, AAVO and with the safety recommendations of concerned German expert committees or organizations, such as VDE, VDI and DIN as well as the REACH regulation and ROHS in its entirety with regard to reusable materials. Relevant certificates and documents shall be supplied free of charge.
7.2 You shall be obliged to determine and comply with the currently applicable directives and laws with regard to restrictions on hazardous substances (in particular the REACH regulation) for your components. You are obliged to not use banned substances. You shall specify all substances that are to be avoided as well as all dangerous substances. Applicable safety data sheets (at least in German or English) must be submitted with your offers and with the delivery note of your first delivery. Any evidence that your delivery may violate restrictions on substances or contained banned substances are to be communicated immediately.
7.3 You shall be solely responsible that your deliveries and the performance of services are in compliance with the regulations for the prevention of accidents. Any necessary safety equipment and manufacturer's instructions is to be supplied free of charge.
8. Import and export provisions, customs
8.1 For goods and services from an EU-country (other than Germany), the EU value added tax identification number as well as the tax number must be stated. 8.2 Imported goods must be delivered duty paid. You are obliged to provide the required declarations and information under Regulation (EC) No. 1207 / 2001 at your own expense, to allow examinations performed by custom authorities and to provide the required official certificates. 8.3 You are obliged to notify us in writing and detail about any (re-) export in accordance with German, EU and US export and customs regulations as well as export and customs regulations of the country of origin of the goods and services.
9. Passage of risk, acceptance, title
9.1. Regardless of the agreed pricing terms the risk passes to us in case of delivery without installation or assembly upon receipt at the delivery address provided by us and in the event of delivery with installation or assembly after successful completion of our acceptance. Putting into operation or usage does not replace our declaration of acceptance. 9.2 The property of the delivered goods shall pass into our ownership after payment. Any prolonged or extended retention of title shall be excluded.
10. Obligation to examine and notify defects
10.1 An incoming goods inspection shall take place with regard to obvious defects. We shall report hidden defects as soon as they are identified within the regular course of business. You declare to waive the objection of delayed notification of defects for all defects reported within fourteen days from identification. 10.2 Should we return the defective goods to you, we are entitled charge back the invoice amount with return costs added an allowance of 5% of the price of the defective goods. We reserve the right to provide evidence for higher expenses. The provision of evidence of lower or no expenses shall be reserved for you.
11. Warranty of defects of quality and title
11.1 Defective deliveries must be replaced immediately by deliveries that are free from defect, and deficient services must be repeated free of faults. In the event of development defects or defects in construction we shall be entitled to immediately assert the rights provided in section 11.3. 11.2 A repair of defective goods or services is subject to our consent. You shall bear the risk during the time in which the goods or services, that are to be delivered, are not in our custody.
11.3 If you fail to remedy the defect within a reasonable period of grace set by us, we are entitled at our own choice to rescind the contract or to reduce remuneration and additionally to demand compensation of damages in either case.
11.4 In urgent cases (especially where operating safety is in danger or for the purposes of preventing exceptionally high damages), for the removal of minor defects and in the event that you are in default of remedying a defect, we shall be entitled, after informing you and after a reasonably short period of grace has expired, to remedy the defect and any resultant damage ourselves or through third parties at your own cost. This shall also apply if you deliver the good or service late and we have to remedy defects immediately so that we do not fail to meet our own delivery deadlines.
11.5 The period of limitation for claims for defects of quality shall be 36 months from the passage of risk in accordance with section 9.1; the period of limitation for defects of title is ten years from the passage of risk in accordance with section 9.1. The expiry of the period of limitation shall be suspended for the period between notification of defects the fulfilment of our claim for defects.
11.6 If you have to deliver or perform in accordance with our plans, graphs or other specific demands, it is understood that you explicitly guarantee the conformity of the deliveries or services with our demands. Should a delivery or a performance deviates from the demands we shall immediately have the rights under section 11.3. 11.7 In the event of deficient deliveries, all costs potentially incurred by us, may it be freight costs, return freight costs or costs of storage and logistics, are to be reimbursed.
11.8 In the event of evidently contaminated goods, these goods are to be collected at a given date. In the event the goods are not collected, it is understood that those goods will be disposed and that you will bear all respective costs of disposal. 11.9. Apart from that, this shall have no effect on our legal rights.
12. Repeated default
Should you, after receiving a written warning, again be late in supplying goods or services, that are basically identical or similar, or should such goods or services again be deficient, we shall immediately be entitled to rescind the contract. In this case we shall be entitled to rescind contracts regarding future delivery of goods and services on basis of this or another contractual relationship, too.
13. Indemnification in the event of defects
You shall indemnify us from all claims raised against us by third parties – regardless of the legal cause – due to a defect of quality or title or another defect of a product delivered by you and shall also reimburse our expenses necessary for the defence against the claims.
14. Technical documentation, tools, means of production
14.1 All technical documents, tools, company specifications sheets, means of production, etc., that we provide shall remain our property; all trademark, copyright or other property rights shall remain with us. They, together with all duplicates that you may have been made, must automatically be returned to us as soon as the order has been made. You shall not be entitled to assert a right of retention in this respect. You may only use the said objects to execute the order. You may not pass them on, or make them otherwise accessible, to unauthorized third parties. The mentioned objects may only be duplicated as far as it is prerequisite for the execution of the order.
14.2 Should you produce the items mentioned in subparagraph 14.1., section 1 partly or wholly at our cost, subparagraph 14.1. comes respectively into effect, where we shall become (co-) owners of the protective rights, according to our proportion of the manufacturing costs. You shall keep these objects safe for us free of charge; we may, at any time, acquire your rights in respect of the object by compensating for expenses that have not yet been amortized and reclaim the object.
14.3 You are obliged to support and maintain the foresaid equipment free of charge and to remove the effects of normal wear. Should you, in order to execute our order , subcontract the production of tools and samples to a third party you assign to us your claims for conveyance of property of those samples and tools against the subcontractor.
15. Provision of materials
15.1 Any material provided by us shall remain our property and shall be kept separately from other objects by the supplier free of charge and with the diligence of a proper merchant, and marked as our property. It must only be used to perform our order. Caused damage to provided material shall be reimbursed by you. 15.2 In the event that you process or transform the materials provided, this shall be done for us. We shall become the direct owner of the resulting new objects. If the materials provided only constitute of the new objects on a pro rate basis according to the value of the materials provided and contained therein.
16. Purchase of reusable production material
We exclusively buy in single-origin production residues. This shall be explicitly affirmed by the supplier. Compilation, classification and weighting shall take place on the buyer’s own premises. Containers shall be deducted from the weight as a lump sum. The assessment of the material and the purity of variety are subject to the buyer. Payments shall be based upon the actual received weight deducting potential blends as well as potential further blends caused by the previous and subsequent processing losses. The seller agrees to these conditions by handing over their production waste in unmixed form.
A complaint against the assessment of the material or the weighting shall be raised immediately after notice of the results.
17.1 You are obligated to handle confidential and to not pass on to third parties all unobvious commercial and technical data that become known to you through as part of our business relationship.
17.2 The manufacture for third parties and exhibition of products manufactured specifically for us, especially those made according to our drawings and manufacturing specifications, for publications relating to ordered goods and services and for references to this order to third parties, is subject to our prior written approval. 17.3 We indicate that we may store personal data that is related to our contractual relationship.
18.1 Place of performance shall be the given delivery address. 18.2 The place of jurisdiction, provided that you are a businessman, a legal person under public law or a special fund under public law, shall be the district court Öhringen and, depending on the amount in dispute, the regional court Heilbronn.
However, we may also take legal action against you at your place of business. 18.3 Governing law shall be the law of Germany with the exclusion of the international conflict of laws provisions thereof and with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods. 17.4 Should any of the clauses of these Conditions of purchase be wholly or partially invalid, the validity of the remaining clauses or parts thereof shall not be affected.