General Terms and Conditions of Purchase of the novatic Group
Only the following General Terms and Conditions of Purchase shall apply to our orders. Any deviating terms and conditions of sale of the Supplier shall only be considered accepted if they have been confirmed by us in writing. The acceptance of deliveries and services without reservation or the payment for such deliveries and services shall not constitute any consent to the Supplier's terms and conditions of sale.
2. a) Order, Order Confirmation
Our orders must be in writing. The Supplier shall be obliged to accept the order in the same form within a period of 3 days. After the expiry of said period, we may revoke the order.
All conditions, specifications, standards and other documents which are enclosed with the order or mentioned in it shall be considered as contents of the order.
The Supplier shall consider the order as a business secret and treat it as confidential. He shall be liable for all damage resulting from any breach of the aforesaid duty. If either Party realises that any unauthorised third party has obtained possession of any information to be kept secret or that any document to be kept secret has got lost, it shall inform the other Party thereof immediately.
The secrecy obligation shall continue to exist after the execution of this Contract. It shall only cease to exist if and when the production know-how contained in the provided documents has become generally known.
b) Framework Agreement
Insofar as a written framework agreement concerning certain delivery items has been made with the Supplier, we hereby waive the requirement of an order confirmation in the case of an order or call-off of such delivery items. Individual orders under such framework agreement shall become effective if the Supplier does not object to them within 3 working days after receipt. Any order confirmation deviating from the order shall only become effective if we confirm it in writing. Call-offs according to an agreed delivery schedule shall not require any confirmation.
Offers shall be submitted as binding offers and free of charge. They should correspond to our requests for quotation. Alternatives are welcome nevertheless. Deviations from our requests for quotation shall be marked clearly. No remuneration shall be paid for visits nor for the preparation of offers, projects and drafts or for trial shipments. You shall treat our requests for quotation, the resulting offers and the conclusion of the contract as confidential and may not refer to business relationships with us in any publications, e.g. in advertising material or reference lists, until our written consent has been given.
d) Prices, Transfer of Ownership
The agreed prices shall be fixed prices and exclude subsequent claims of whatever nature. The costs of packing and transport to the address for shipment, or location of use, indicated by us as well as the costs of customs formalities and the customs duties shall be included in the prices. If a price "ex works" or "ex warehouse" has been agreed, we shall only take over the most favourable freight costs or organise the collection of the delivery item ourselves.
3. Changes to the Delivery Item
If we request a change to the delivery item, the Supplier shall immediately inform us, and provide us with proof, of any price increases or reductions and any effects on due dates.
4. Force Majeure
Any production stoppage caused by unforeseeable events (force majeure, e.g. industrial action) shall entitle us to cancel orders; furthermore, in the case of all impediments to acceptance which exist through no fault of ourselves, the due dates for delivery and payment shall be postponed according to the duration of the delay.
5. Delivery Period
Agreed delivery dates and periods shall be binding. When they are exceeded for reasons for which the Supplier is responsible, the Supplier shall be in default without any reminder being necessary. The Supplier shall immediately inform us of any foreseeable delays in delivery. In the case of any delay in delivery, we shall be entitled to the statutory claims, particularly those for compensation for any damage suffered by us as a result of the delay. Any additional costs, particularly those incurred in the case of any necessary covering purchases, shall be borne by the Supplier. The acceptance of the late delivery without reservation does not constitute any waiver of compensation claims. If your deliveries/services are delayed by more than 30 calendar days and it is not possible to procure any replacement for such deliveries/services (regardless of the legal cause), you shall, upon first written request, deliver the entire technical documentation which is necessary for the manufacture of the goods or reproduction of the parts by us or by third parties assigned by us.
In all written documents related to a particular order, the Supplier shall indicate the order number. All shipping documents must contain the proper information prescribed by us, including the order number, order position, commission number, schedule number, dimensions as well as quantity and weight per position. The costs resulting from any non-compliance with our shipping instructions shall be borne by the Supplier. For quantities, weights and dimensions, the values obtained during our incoming goods inspection shall be binding, except if proof to the contrary is provided.
Unless otherwise agreed in writing, all deliveries shall be free domicile (CIP).
Partial deliveries shall require our consent and shall be marked as such in the shipping documents.
The delivery items shall be shipped in packaging adequate for shipment, with the general regulations concerning transport and freight being observed. We shall not bear any costs of transport insurance and freight.
7. Invoicing and Payment
For each delivery or service, the Supplier shall submit an invoice separately from the shipment. The wording of the invoice must correspond to the designation of the order, and the invoice must contain our order number. The exact designation of our department placing the order and the date of the order shall be mentioned. Invoices which do not contain said information will be returned by us and shall not form the basis of payments becoming due. The period for the payment of the invoice shall commence on the working day following the date of the receipt of a proper, auditable invoice or the date of the acceptance of the goods or the service, whichever is later.
The invoice shall be settled, at our choice and counted from the date of the receipt of the invoice, within 14 days with a 3 % discount, within 30 days with a 2 % discount or within 90 days without any discount, without prejudice to our right to make complaints at a later date. If the delivery items are accepted prematurely, the period for payment shall commence on the delivery date according to the order or on the date of the receipt of the invoice, whichever is later. In the case of contracts for work and services or of contractually agreed acceptance, the period for payment shall not commence before the acceptance.
In the case of faulty deliveries, we shall be entitled to withhold the payment until the proper performance of the contract, without losing any discounts or similar payment advantages.
8. Liability for Defects, Examination of Defects, Quality Inspection
All deliveries/services shall be provided to us free of material defects or defects of title. They must have the agreed properties and comply with the state of the art, the relevant European and German regulations and the rules and guidelines of public authorities, trade associations and professional associations. Furthermore, the deliveries/services must be suitable for their intended purpose under the contract or, if such purpose has not been defined, for their customary purpose. All goods shall correspond to the most up-to-date safety regulations; by the time of their delivery, they must have been inspected, and approved for use for the intended purpose, by the competent inspection authorities. In particular, the deliveries/services must comply with the provisions of industrial safety laws, the accident prevention and fire protection regulations, and the provisions of environmental laws. You shall be obliged to provide the safety data sheets applicable to each delivery together with the delivery. You shall indemnify us against all recourse claims by third parties in case you do not provide the safety data sheets to us, or provide them to us late or incorrectly. The same shall apply to any and all later changes.
We shall be entitled to the legal claims for defects without reduction. The Supplier shall, at our choice, perform a subsequent improvement or replacement free of charge. In doing so, the Supplier shall have a maximum of two attempts of such supplementary performance. If, after our notice of defects, it is obvious that the Supplier is not willing or able to carry out the supplementary performance as rapidly as is necessary for avoiding any disproportional damage, we shall be entitled to remove the defect ourselves or have it removed by third parties and to require compensation for the necessary costs and expenses. The same shall apply if the Supplier has not removed the defect after the fruitless expiry of an adequate period which has been fixed by us in writing.
9. Quality Assurance, Product Safety
Prior to the change of production processes, materials or bought-in parts for the delivery items, the relocation of production sites, the change of processes or facilities for testing the delivery items, or any other measures which may affect the quality and/or safety of the delivery items, the Supplier shall inform us in good time before the delivery of the items. Changes to the defined specifications must not be made without our consent.
All changes to the delivery items and product-related changes in the process chain shall be documented in a product life cycle. Such matters to be documented shall include, but not be limited to, modifications of drawings, deviation approvals, changes of the testing methods and test frequencies, changes of suppliers, bought-in parts or operating supplies. The documentation on the product life cycle shall be disclosed to us on request.
10. Product Liability, Product Recall
In case claims under the product liability are made against us by a customer or third party, the Supplier shall be obliged to indemnify us against such claims if and insofar as the damage was caused by a defect of a delivery item. In such cases, the Supplier shall bear any and all costs and expenses, including legal costs.
If a safety-related defect of the delivery items makes it necessary to carry out a product recall, or if such recall is ordered by public authorities, the Supplier shall also bear any and all costs and expenses for the product recall. We will coordinate the contents and extent of such product recall with the Supplier, insofar as this is possible and reasonably acceptable. We shall be entitled to take action of our own in the Supplier's interest particularly if the Supplier's business is not prepared for carrying out the product recall (e.g. because no service organisation exists). Apart from the aforesaid, the provisions of the law shall apply.
11. Substances Contained in Products
The Supplier warrants that he fulfils the requirements of the EU Chemicals Regulation "REACH" (Directive (EC) No. 1907/2006 of 30/12/2006), as amended (hereinafter referred to as "REACH Regulation"), and that, in particular, the substances have been registered. We shall not be obliged to obtain an approval under the REACH Regulation for any goods supplied by the Supplier.
Furthermore, the Supplier warrants that he will not supply any Products in which substances covered by
- Annexes 1 to 9 of the REACH Regulation, as amended;
- Council Decision 2006/507/EC (Stockholm Convention on Persistent Organic Pollutants, as amended);
- EC Regulation 1005/2009 on Ozone-Depleting Substances, as amended
- the Global Automotive Declarable Substance List (GADSL), as amended (available on www.gadsl.org) (see www.gadsl.org)
- RoHS (2002/95/EC) for products according to their area of application
Should the supplied goods contain substances which are listed on the so-called "Candidate List of Substances of Very High Concern" ("SVHC List") according to REACH, the Supplier shall be obliged to inform us thereof immediately. This shall also apply if, in the case of ongoing deliveries, substances which were not listed in said list are incorporated in the list.
Furthermore, the products must not contain any asbestos, biocides or radioactive material.
Should such substances be contained in the products supplied by us, we shall be informed thereof in writing before delivery, with the substance and its identification number (e.g. CAS) being indicated and an up-to-date safety data sheet of the product to be supplied being provided. The delivery of such products shall require a separate approval by us.
The Supplier shall be obliged to indemnify us against all liability in connection with the Supplier's non-compliance with the above regulations and against any damage suffered by us as a result of, or in connection with, the Supplier's non-compliance with the regulations.
12. Industrial Property Rights
The Supplier warrants that no industrial property rights of third parties are infringed in connection with his delivery. If claims are made against us due to such infringement, the Supplier shall indemnify us against all claims and bear all costs and expenses incurred in connection with the claims being made.
13. Rights to documents, models etc.
Any provided documents, data, electronic information, software, materials, type-specific tools or devices, and items (e.g. samples, models) – hereinafter referred to as "Material" – which we make available to the Supplier for the execution of an order shall remain our property; the Supplier shall handle such Material with care, maintain it and insure it on our request. We shall be the sole holders of all rights to them, except for the order-related rights of joint use. Without our written consent, the Material may not be used for purposes other than those related to the order nor reproduced nor made accessible to third parties. Products which are manufactured using the Material according to information provided by us or with us being involved in their development to a considerable extent may only be supplied to third parties with our written consent.
If the Supplier acquires such Material from us or from third parties specially for the execution of our order – provided that we finance such investment and/or an option exists according to which we may or shall purchase the Material after the execution of the order at the latest – the provisions contained in Paragraph 1, Sentences 3 and 4, of this Section shall apply mutatis mutandis. The same shall apply if the material is the Supplier's property but our know-how is contained or embodied in the Material or in the products to be manufactured using the Material.
14. Data Protection
The Supplier agrees that the data on the Supplier and on the contracts concluded with him which is necessary in connection with the business relationship will be stored by us using electronic data processing system and that we will only use such data for our own purposes within the companies of our Group.
15. Applicable Law
German law shall apply, with the conflict-of-law rules, the Hague Sales Convention, the UN Convention on Contracts for the International Sale of Goods (CISG) and any other conventions being excluded.
16. Place of Jurisdiction and Performance
The place of jurisdiction and performance shall be the place of business of our ordering company.