AEB General Purchasing Conditions

General purchasing conditions of Zipp Industries GmbH & Co. KG
Status: January 2016

I. Scope
1. All deliveries, services and offers from our suppliers are made exclusively on the basis of the following general purchasing conditions. These are part of all contracts that we conclude with our suppliers for the deliveries or services they offer. They also apply to all future deliveries, services or offers to us, even if they are not agreed separately again.

2. The terms and conditions of our suppliers or third parties do not apply, even if we do not separately object to their validity in individual cases. Even if we refer to a letter that contains or refers to the terms and conditions of the supplier or a third party, this does not constitute agreement with the validity of those terms and conditions.

II. Inquiries, orders and conclusion of contract; service changes and termination
‍1. Our inquiries are binding on the supplier. The supplier must expressly point out any discrepancies in its offers. Our inquiries are subject to change. Offers, designs, samples and cost estimates are provided free of charge to us and do not constitute any obligation.

2. Net prices including sales tax must be offered for all deliveries and/or services. Before submitting an offer, it is up to the supplier to find out about the existing conditions on site and to ensure that he can also properly fulfill the requested delivery and/or service.

3. Insofar as our orders do not expressly include a commitment period, we will be bound to it 2 weeks after the date of the order. The receipt of the order confirmation by us is decisive for timely acceptance by the supplier. In any case, the order confirmation must be made in text form (letter, email, fax, etc.); the supplier bears the burden of proof for this.

4. We are entitled to change the time and place of delivery and the type of packaging at any time by written notification with a period of at least 3 calendar days before the agreed delivery date. The same applies to changes to product specifications, insofar as these can be implemented as part of the supplier's normal production process without significant additional effort, in which case the notification period under the previous sentence is at least 1 week.

We will reimburse the supplier for any proven and reasonable additional costs arising from the change. If such changes result in delivery delays which cannot be avoided with reasonable efforts in the supplier's normal production and business operations, the originally agreed delivery date shall be postponed accordingly. With careful assessment, the supplier will notify us in writing of the additional costs or delivery delays expected by him in good time before the delivery date, but at least within 2 working days after receipt of our notification in accordance with sentence 1.

5. We are entitled to terminate the contract at any time by written statement giving the reason if we are no longer able to use the ordered products in our business operations due to circumstances that have occurred after the conclusion of the contract. In this case, we will adequately compensate the supplier for the partial service provided by him. Further claims by the supplier are excluded.

III. Prices, payment terms, billing details
1. The price shown in the order is binding.

2. All prices are fixed prices and exclude sales tax. Unless otherwise agreed in writing, the price includes delivery and transport to the shipping address specified in the contract. The remuneration covers all expenses made by the supplier for the provision of the delivery and/or service. Subsequent demands of any kind are excluded.

3. If, in accordance with the agreement reached, the price does not include the packaging and the remuneration for the packaging - not only provided on loan - is not expressly determined, this must be charged at the verifiable cost price. At our request, the supplier must take back the packaging at its own expense.

4. A necessary prerequisite for payment is a proper invoice within the meaning of § 14 UStG. We have a right of withholding until a proper invoice has been submitted.

5. All order confirmations, delivery documents and invoices must state our order number, item number, delivery quantity and delivery address.

6. In the event of late payment, we owe default interest of five percentage points above the base interest rate in accordance with Section 247 BGB.

7. Payment of an invoice does not mean recognition of the delivery as in accordance with the contract and, in particular, does not constitute a waiver of a complaint.

IV. Delivery time and delivery; contractual penalty; transfer of risk
1. The delivery time (delivery date or deadline) specified by us in the order or otherwise relevant in accordance with these General Purchasing Terms and Conditions is binding. Early deliveries are only permitted by prior arrangement.

2. The supplier is obliged to inform us immediately in writing if circumstances occur or become apparent as a result of which the agreed delivery time cannot be met.

3. If the date on which delivery must be made at the latest can be determined on the basis of the contract, the supplier is in default at the end of this day without the need for a reminder from us. Acceptance of late delivery does not mean a waiver of claims for compensation.

4. In the event of a delay in delivery, we are fully entitled to legal claims, including the right of withdrawal and the claim for compensation instead of payment after the fruitless expiry of a reasonable period of grace. The provision in section IV.5 of these purchasing conditions remains unaffected by this.

5. In the event of delivery delays, we are entitled, after prior written threat from the supplier, to demand a contractual penalty of 0.5%, but a maximum of 5% of the respective order value, for each calendar week of the delay in delivery. The contractual penalty is to be offset against the default damage to be compensated by the supplier. The assertion of further damage remains unaffected. If we accept the late performance, we will claim the contractual penalty with the final payment at the latest.

6. The supplier is not entitled to make partial deliveries without our prior written consent.

7. Even if shipment has been agreed, risk is only transferred to us when the goods are handed over to us at the agreed destination.

8. Goods must be packaged in such a way that they meet the required conditions and transport damage is avoided. The supplier is liable for damage as a result of faulty packaging.

V. Protection of ownership; copyrights
1. We reserve ownership or copyright to orders, orders and drawings, illustrations, calculations, descriptions and other documents submitted by us and drawings, illustrations, descriptions and other documents made available to the supplier. The supplier may neither make them available to third parties nor use or reproduce them himself or through third parties without our express consent. He must return these documents to us in full at our request if they are no longer required by him in the ordinary course of business or if negotiations do not result in the conclusion of a contract. Copies of this made by the supplier must be destroyed in this case; this only excludes storage within the scope of legal storage obligations and storage of data for backup purposes as part of normal data backup.

2. Tools, devices and models that we make available to the supplier or that are manufactured for contract purposes and invoiced to us separately by the supplier remain our property or become our property. They must be identified as our property by the supplier, stored carefully, insured against damage of any kind and used only for the purposes of the contract. The supplier will immediately notify us of any damage to these objects, which is not only insignificant. Upon request, he is obliged to return the items to us in good condition if they are no longer required by him to fulfill the contracts concluded with us.

3. The supplier's reservations of title apply only insofar as they relate to our payment obligation for the respective products to which the supplier reserves title. In particular, extended or extended reservations of title are prohibited.

VI. Guarantee
‍1. The agreed specification of the goods is a binding part of the contract. Any product description, drawing or other document that is considered binding is also considered a specification. The supplier is responsible for ensuring that its deliveries and services comply with the recognized rules of science and technology, the valid safety regulations and the contractually agreed characteristics, uses and standards.

2. In the event of defects, we are fully entitled to legal claims. However, deviating from this, the warranty period is 36 months. Longer statutory limitation periods remain unaffected by this. The limitation period begins with full delivery of the scope of delivery or, if acceptance has been agreed, upon acceptance.

3. Quality and quantity deviations are reported in good time if we report them to the supplier within 2 weeks of receipt of the goods by us. In any case, hidden material defects are reported in good time if the supplier is notified within 2 weeks of discovery of the defect.

4. By accepting or approving submitted samples or samples, we do not waive warranty claims.

5. Upon receipt of our written notice of defects by the supplier, the limitation period for warranty claims is suspended until the supplier rejects our claims or declares the defect to be resolved or otherwise refuses to continue negotiations on our claims. In the event of replacement delivery and removal of defects, the warranty period for replaced and repaired parts begins again, unless, based on the conduct of the supplier, we had to assume that the supplier did not feel obliged to take the measure but only made the replacement delivery or repair of the defect for reasons of goodwill or similar reasons.

6. The costs of remedying the defect or replacement delivery/service, including all additional costs (e.g. freight), shall be borne by the supplier. In the event of legal defects, the supplier indemnifies us from any existing third-party claims.

VII. Product liability
1. The supplier is responsible for all claims made by third parties due to personal injury or property damage attributable to a defective product delivered by him and is obliged to indemnify us from the resulting liability. If we are obliged to carry out a recall against third parties due to a defect in a product delivered by the supplier, the supplier bears all costs associated with the recall.

2. The supplier is obliged, at its own expense, to maintain product liability insurance with an appropriate amount of coverage which, unless otherwise agreed in individual cases, need not cover the risk of recall or criminal or similar damage. The supplier will send us a copy of the liability policy at any time upon request.

VIII. Property rights
1. In accordance with paragraph 2 below, the supplier guarantees that the products delivered by him do not infringe the property rights of third parties in countries of the European Union or other countries in which he manufactures or has the products manufactured.

2. The supplier is obliged to indemnify us from all claims made against us by third parties due to the infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with this claim. This claim exists regardless of fault on the part of the supplier.

3. Our further legal claims due to legal defects in the products delivered to us remain unaffected.

IX. Spare parts
1. The supplier is obliged to keep spare parts for the products delivered to us for a period of at least 10 years after delivery.

2. If the supplier intends to stop producing spare parts for the products delivered to us, he will inform us of this immediately after the decision to discontinue. Subject to paragraph 1, this decision must be taken at least 6 months before production is discontinued.

X. technical documentation, manual
1. The delivery of technical documentation and all required protocols is part of the main delivery.

2. The technical documentation must be prepared in accordance with current EC directives (e.g. EC Machinery Directives) and ISO standards and comply with all recognized technical rules.

3. For A4 and A3 formats, the technical documentation is delivered in digital form as a data carrier. Larger formats and special formats are available on paper. Digital data must be provided in an unprotected form. If the “Adobe PDF” format is used, no file protection must be activated, which prevents integration into our overall documentation. All fonts used must be embedded in the document.

4. Due to the complexity of the documents, deficiencies in the technical documentation may only be identified some time after a plant has been put into operation. Even in the event of a delayed complaint, the supplier must correct the documents immediately.

5. The technical integration of the delivered documentation into the overall documentation does not exempt the supplier from liability for the completeness and accuracy of its documents.

XI. Proof of origin, customs, dangerous goods
1. The supplier must indicate the origin of the goods, the customs tariff number and, if applicable, the dangerous goods description of each item delivered by him and update them continuously (for offer, acceptance, order confirmation, delivery note, invoice). The supplier is responsible for the accuracy of this information. Any changes to the names of dangerous goods must be notified to us in writing. Changes to the origin of the goods and the customs tariff number must also be reported immediately in writing. However, as these usually indicate changes in the guaranteed characteristics of the goods to be delivered, the delivery of goods whose origin and/or customs tariff numbers change is only possible with written approval from us. Approval may be denied without giving reasons. The articles with a changed origin of goods or customs tariff number can no longer be delivered to us if not approved.

2. The supplier undertakes to enable these proofs of origin to be checked by the customs administration and both to provide the necessary information and to provide any necessary confirmations.

3. The supplier is obliged to compensate for the damage caused by the fact that the declared origin is not recognized by the competent authority as a result of faulty certification or lack of ability to verify.

4. The supplier bears all possible duties, taxes, duties and costs of an import as a result of the order.

5. For deliveries from an EU country outside Germany, the EU sales tax identification number must be provided.

6. Imported goods must be delivered subject to customs. The supplier is obliged, at its expense, to issue the required declarations and information, to permit inspections by the customs authority and to provide necessary official confirmations.

7. The supplier is obliged to inform us of any approval requirements for (re) exports in accordance with German or other export and customs regulations.

XII. Confidentiality
1. The supplier is obliged to keep the terms of the order and all information and documents provided for this purpose (with the exception of publicly available information) secret for a period of 2 years after the conclusion of the contract and to use them only to execute the order. After processing inquiries or processing orders, he will return them to us immediately upon request.

2. Without our prior written consent, the supplier may not refer to the business relationship in advertising material, brochures, etc., and may not display delivery items manufactured for us.

3. The supplier will oblige its sub-suppliers in accordance with this Section XI.

XIII. Assignment
The supplier is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply as far as monetary claims are concerned.

XIV. Place of Fulfilment, Jurisdiction, Applicable Law
1. The place of fulfilment for both parties and the exclusive place of jurisdiction for all disputes arising from the contractual relationship is Bochum.

2. The contracts concluded between us and the supplier are subject to the laws of the Federal Republic of Germany to the exclusion of the Convention on the International Sale of Goods (UN Sales Rights Agreement).

3. Should individual provisions of these terms and conditions or of the contract concluded between us and the supplier be or become invalid in whole or in part, the remaining conditions remain unaffected.

4. English translations of these terms and conditions are for better understanding only. In the event of discrepancies, the German version of the document is therefore decisive.

The full AEB can be found Also here in PDF.