GENERAL CONDITIONS OF PURCHASE.
§ 1 General - Scope
- The terms of purchase of AWT GmbH apply exclusively. We do not recognize any conflicting or deviating conditions of the supplier, unless we have expressly agreed to their validity in writing. Our Terms of Purchase shall also apply if we unconditionally accept the Supplier's delivery in the knowledge of conflicting or deviating conditions of our Supplier. They also apply to all future business relationships, even if they are not expressly agreed again.
- All agreements made between us and the supplier for the purpose of executing this contract shall be set out in writing in this contract.
- Our terms of purchase apply exclusively to entrepreneurs.
§ 2 Offer - Offer documents
- The supplier is obliged to accept our order within a period of two weeks.
- We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for production on the basis of our order. After completion of the order, they must be returned to us unsolicited. They are to be kept secret from third parties. In this respect, the provision of § 9 (4) applies in addition.
§ 3 Prices - Terms of Payment
- The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free domicile", including packaging. The return of empties and packaging material, unless disposable packaging, is freight prepaid at the expense of the supplier.
- Prices are exclusive of applicable VAT.
- We can only process invoices if they are sent to us separately from the delivery of goods and these - in accordance with the specifications of our order - specify the order number given there; The supplier is responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
- Unless otherwise agreed in writing, we pay the purchase price on the 15th day of the month following the delivery with a 3% discount or within 60 days after receipt of the invoice net.
- We are fully entitled to the statutory set-off and retention rights. We are entitled to assign all claims arising from the purchase agreement without the consent of the supplier. The supplier is not entitled to assign claims from the contractual relationship to third parties without prior written consent from us.
§ 4 Delivery / Delivery Time
- The supplier has to provide the service himself. Subcontracts may only be awarded by the supplier with our express written consent.
- The deliveries must correspond to the execution, scope and division of the order.
- AWT GmbH is entitled to demand changes in terms of design, delivery and delivery time in the event of not yet fully fulfilled orders, insofar as we have a comprehensible interest, the supplier is technically capable of making the change and the requested modification is reasonable.
- Agreed delivery dates are binding; the supplier guarantees the timely delivery option.
- In case of delay in delivery we are entitled to the legal claims. In particular, we are entitled, after fruitless expiry of a reasonable period, to demand damages for delay in addition to performance or damages for non-performance instead of performance or to withdraw from the contract. If we demand damages, the supplier has the right to prove to us that he is not responsible for the breach of duty.
- Extra freight costs for express and express consignments, which arise as a result of non-compliance with the agreed delivery time, shall be borne by the supplier.
- The supplier is obligated to notify us immediately if circumstances occur or become apparent to him which indicate that the agreed delivery time cannot be met.
§ 5 Transfer of Risk - Documents
- Unless otherwise agreed in writing, delivery shall be made to DDP Incoterms 2010 at us or at the place designated by us. In the case of delivery DDP or, in the event that we assume the transport costs, we have the right to change the delivery of FCA Incoterms 2010 at any time, whereby the transport costs have to be deducted from the delivery price. If we assume the transport costs, the supplier is obligated to choose the cheapest and most suitable commercial shipping and packaging options for us, unless we make use in the case of the takeover of the shipping costs of our right to prescribe the shipping route and transport costs.
- The supplier is obliged to indicate exactly our order number on all shipping documents and delivery notes. If he fails to do so, delays in the processing are not our responsibility.
§ 6 Quality
- The Supplier warrants that its goods and services, the properties specified in the order, have quality and characteristics consistent with the specifications, drawings, samples and other descriptions provided by us.
- The supplier has to carry out a quality control which is suitable according to the type and scope and which is state-of-the-art.
- If initial or sample samples are required, the supplier may only commence series production if we have given our express written approval.
- We expect the supplier to constantly update the quality of its products to be supplied to us with state-of-the-art technology and to point out possible improvements and technical changes. Changes to the delivery item, however, always require our prior written consent.
- The supplier guarantees and guarantees the fulfilment of all statutory safety and environmental regulations of the Federal Republic of Germany.
- The detailed rules govern the separate QSV (Quality Assurance Agreements), which is also part of the contract.
§ 7 Inspection of Defects - Liability for Defects
- AWT GmbH shall notify the supplier of the defects of the delivery item as soon as they have been established in accordance with the circumstances of a proper course of business, within 10 working days. Insofar, the supplier waives the objection of the delayed notice of defects. Our obligation to inspect defects and defects is limited to the examination of the quantitative information on the delivery note and to the visually identifiable transport damage on delivery. Further obligations do not exist for us.
- The statutory claims for defects are unconditional; In any case, we are entitled to demand from the supplier, at our discretion, removal of defects or delivery of a new item. The right to compensation, in particular for damages instead of performance, is expressly reserved.
- AWT GmbH is entitled to remedy the defect itself at the expense of the supplier if there is a risk of delay or special urgency.
- The period of limitation is 36 months, calculated from the transfer of risk.
§ 8 Product Liability - Indemnification - Liability Insurance
- As far as the supplier is responsible for a product damage, he is obligated to indemnify us in this respect of claims for damages of third parties on first request, as the cause is set in his domination and organization and he is liable in the external relationship itself.
- In the context of its liability for claims within the meaning of paragraph 1, the supplier is also obliged to reimburse any expenses pursuant to §§ 683, 670 BGB (German law) and §§ 830, 840, 426 BGB (German law) arising from or in connection with a returned by us. We will inform the supplier as far as possible and reasonable about the content and extent of the recall measures to be carried out and give him the opportunity to comment. This does not affect any other statutory claims.
- The supplier undertakes to maintain a product liability insurance with a coverage of € 5 million per personal injury / property damage - lump sum; if we are entitled to further claims for damages, these remain unaffected.
§ 9 Property Rights
- The supplier warrants that in connection with his delivery no third party rights within the Federal Republic of Germany and the EU are violated.
- If the AWT GmbH is claimed by a third party for infringement of property rights, the supplier is obliged to exempt us from these claims upon first written request; We are not entitled to make any agreements with the third party without the consent of the supplier, in particular to conclude a settlement.
- The indemnification obligation of the supplier refers to all expenses that necessarily accrue to us from or in connection with the claim by a third party.
- The Supplier's above obligation of obligation shall not apply if the Supplier has manufactured the delivery items according to drawings, models or other similar descriptions or specifications supplied by us and does not know or need not know in connection with the products developed by him that thereby Property rights are violated.
- The limitation period for these indemnification claims is 3 years, calculated from our knowledge of the claim by the third party.
§ 10. Data protection, data storage and advertising
- AWT GmbH shall be entitled to save and obtain the data relating to the business relations or in connection with them via the supplier or service provider, whether these originate from the supplier or service provider or from third parties within the meaning of the EU General Data Protection Regulation to process. Supplier or service provider data are stored in accordance with Art. 14 GDPR.
- The supplier or service provider agrees, that AWT GmbH has the right to deliver detailed information about quantities, articles, turnover and the name and address of the Suppliers or service providers to manufacturers in Germany and abroad (manufacturer reporting), in order to safeguard its own claims and to comply with its own obligations, especially in project business (manufacturer-supported end-customer business).
- Furthermore, the supplier or service provider agrees that AWT GmbH may transmit and use the data to third parties in connection with the fulfilment of the contract and for the needs-based design and development of its services and offers. The supplier or service provider also agrees to the transfer of data abroad, as far as the AWT GmbH considers such a necessary, and this happens under consideration of a German data protection standard.
§ 11. Jurisdiction - Place of Performance - Applicable Law
- Place of fulfilment and exclusive place of jurisdiction for deliveries and payments (including check claims) as well as all disputes arising between the parties arising from the contracts concluded between them is our place of business, insofar as the supplier or service provider is a merchant within the meaning of the German Commercial Code. However, we are entitled to sue the supplier at the place of his place of business.
- The law of the Federal Republic of Germany applies excluding the uniform UN sales law (CISG = United Nations Convention on Contracts for the International Sale of Goods of 11.04.1980).
- Should any provision of these General Terms and Conditions be or become ineffective or unenforceable, this shall not otherwise affect the validity of the General Terms and Conditions of Purchase.