General Terms and Conditions for Purchase
I. General, definition and scope of the General Terms and Conditions for Purchase (“T+Cs”)
These General Terms and Conditions for Purchase (“T+Cs”) apply to offers, deliveries and services as a framework agreement between FEW Fahrzeugelektrik Werk GmbH & Co. KG (referred to in the following as “FEW”) and its contractual partners (referred to in the following as “Supplier”), even if they are not specifically agreed to or referred to in individual cases. Deviating purchase conditions of the supplier will only apply as accepted if they have been confirmed in writing by FEW. Acceptance of deliveries and services without reservation or payment for them does not constitute agreement to the supplier’s sales conditions.
II. Framework agreements, ordering, order confirmation, data transmission
(1) FEW defines the above-listed concepts for cooperating with suppliers as follows:
- Framework agreement: Contract in which a specific quantity of a specific product is purchased by the purchaser in fixed partial quantities scheduled during a defined period of time. The quality of the goods and the delivery and payment conditions are agreed as fixed in the framework agreement.
- Delivery schedule: A requirement for scheduled deliveries is framework agreements between FEW and the supplier. The schedule will contain information on delivery quantities and deadlines. A new schedule will replace the previous schedule with regard to deadline and quantity, completely or partially.
- Within the delivery schedule, FEW will receive deliveries of specific quantities of materials that are recorded in the framework agreement.
- Ordering: An order placed by FEW has precedence over an inquiry by FEW or an offer by the supplier. An order is a written order, based on the offer, from FEW to a supplier that a specific quantity of material be delivered or specific services be rendered at a specific time.
- Nomination: A nomination establishes the selection of a supplier for a previously-defined project and the articles, quantities, and deadlines associated with it, as well as adherence to specifications and deadlines in a separate document between FEW and the supplier.
- Consignment: Under consignment, FEW documents an option for special materials logistics. In this case, the supplier stores the goods on-site at FEW. FEW accordingly retrieves the goods for the agreed requirements and planning from this consignment warehouse, and thus initiates purchase of the goods while reporting their removal to the supplier. The supplier will re-fill the consignment warehouse at regular intervals. Invoicing will be performed as agreed.
(2) The supplier must consider the information contained in the framework agreements and the orders to be trade secrets, and must handle it confidentially. Orders, delivery schedules and changes or addendums to them must be made in writing or must be communicated by e-mail or fax. This also applies to waiver of the requirement for communication in writing. The supplier can likewise accept the order in writing in the form of an order confirmation (within a period of one week). Acceptance after this period is considered a new offer, which FEW can accept within an appropriate period of time. Delivery without reservations after a successful order is also considered acceptance of the order. This means that these contractual conditions are agreed upon.
(3) In the event of existing framework agreements with regard to specific delivery items, FEW will waive an order confirmation when ordering or requesting these delivery items. An order confirmation that deviates from the order will only become effective if it has also been confirmed in writing.
(4) If an electronic data transmission is agreed upon with the supplier, then there is no need for a written confirmation of the order.
(5) In the event FEW demands a change to the delivery item, then the supplier is obligated to notify FEW immediately with regard to any deadline or price effects of this change.
(6) FEW has the right to cancel the contract at any time by declaring this in writing while providing the reason for cancellation if FEW can no longer use the ordered goods in its business due to conditions that have arisen following signing of the contract, particularly if there are changed product requirements by FEW customers. In this case, the supplier can demand payment for the partial services it has rendered. Additional claims, particularly any regarding lost profits from the total order, cannot be made.
III. Delivery, passing of risk, delivery deadlines
(1) The delivery will be performed – assuming nothing else has been agreed in writing – DDP (delivered duty paid) to the location indicated in the order (framework agreement). The respective destination is also the place of fulfillment (obligation to fulfill).
(2) The delivery must be accompanied by a delivery certificate that indicates the date (prepared and shipped), content of the delivery (article number and quantity) and the order identification number. If the delivery certificate is missing or is incomplete, then FEW is not responsible for any resulting delays in processing or payment.
(3) The supplier is not authorized to provide partial deliveries without prior express agreement of FEW in writing, by fax or by e-mail.
(4) Agreed delivery deadlines and delivery dates are binding. Early deliveries are not permitted without written confirmation by FEW. If the delivery is accepted early, then the payment terms will begin from the delivery date according to the order.
(5) The supplier is obligated to inform FEW immediately if circumstances arise or become known which can cause the delivery deadline agreed upon or the delivery time agreed upon to not met.
(6) If a delivery is delayed, then FEW – alongside additional claims to replacement of the damage cause by the delay in performance – is entitled to demand a contractual penalty in the amount of 0.3% per business day, but in total a maximum of 5% of the value of the order of the goods delivered late.
(7) If a delivery is faulty, then FEW is entitled to withhold payment until the order is filled correctly and without loss of cash discounts or rebates.
(8) Through acceptance of the late delivery, FEW does not forfeit the right to claims to contractual penalties or to any claims that could arise due to the late delivery.
IV. Packaging specifications
(1) Due to the responsibility of the supplier for the packaging, the supplier – independent of the selection of the packaging type – guarantees the protection of the parts during delivery in all cases. An optimal packaging type is mandatory in this process. The selected packaging must meet the requirements of the goods to be packaged. It must be able to withstand the strains of the intended mode of transportation. This means that the transport path (land, air or sea) and the means of transport and circumstances which could possibly have an effect, such as weather influences or handling during loading and unloading, must be taken into account.
(2) The supplier must state the packaging type and the packaging units to FEW in its offer.
V. Prices, invoicing information, payment conditions
(1) The price indicated in the order is binding. All prices are to be understood to be net prices; VAT tax will be shown separately. As long as nothing else is agreed in individual cases, the price includes delivery and transport, customs fees, any applicable taxes, costs and tariffs, as well as packaging.
(2) The supplier must send an invoice to FEW for each delivery. It must indicate the order number, the article number, the delivery quantity, and the delivery address, as well as the amount of VAT tax and the VAT ID number. It must be sent separately from the delivery. The order number, the article number, and the delivery quantity must be indicated in all additional documents, such as order confirmations, delivery papers and invoices.
(3) As long as not agreed otherwise, payment will be made within 30 days following receipt of the invoice and acquisition of the goods and all associated documents with a deduction of a 3% cash discount or within 60 calendar days without a cash discount.
(4) Invoices are to be prepared in euros or in US dollars; payments will be made exclusively in euros or in US dollars.
VI. Goods receiving, quality inspection, quality assurance agreement, liability for defects, minimum storage life, initial sample test report
(1) The supplier is responsible for ensuring that the delivery items are free of defects and meet the agreed specifications. FEW inspects the delivered goods immediately based on the accompanying documents for identity and quantity, as well as for any obvious defects or transport damage. If there are defects in the delivery or transport damage that is not obvious, then they must be shown to the supplier as soon as they have been detected according to the conditions of normal operation within a period of seven working days after detection. In this respect, the supplier forfeits the exception to delayed notice of defects as described in § 377 of the German Commercial Code.
(2) FEW will establish a quality control agreement with the supplier with the first order. It represents an additional basis for cooperation alongside the General Terms and Conditions of Purchase.
(3) FEW has the right to select the manner of repairing the defect if there are interruptions in performance of service. The supplier must provide improvements or replacement deliveries free of charge, depending on which option FEW selects. If the supplier does not repair the damage after the request to repair the damage accompanied by an appropriate deadline, then FEW may repair the damage itself or have the damage repaired by third parties and may pass the costs incurred onto the supplier.
(4) Für alle Artikel, die einem Haltbarkeitszeitraum unterliegen, ist der Lieferant verpflichtet das Herstellungsdatum sowie die genaue Haltbarkeitsfrist anzugeben. Gelieferte Artikel mit abgelaufenem Haltbarkeitsdatum sind nicht zulässig und werden auf Kosten des Lieferanten zurückgeschickt. Der Lieferant verpflichtet sich den Artikel kostenlos und unverzüglich zu ersetzen. Generell müssen alle Artikel mit Haltbarkeitsdatum innerhalb von 1/10 der Gesamthaltbarkeit geliefert werden.
VII. Non-disclosure, documents, data protection
(1) All information and documents made available to the supplier by FEW, such as drawings, models, tools, technical sketches, electronic files, and even process methods and technical know-how must be treated by the supplier as strictly confidential. They must be kept secret from third parties, and they remain the property of FEW.
(2) All documents (including available copies, duplicates or excerpts) that FEW makes accessible to the supplier as part of the business relationships must be returned to FEW or destroyed in a verifiable manner at any time upon request, but at the end of the business relationship at the latest. The non-disclosure obligation remains in effect for a period of time after the end of the contract. Deviations from this non-disclosure obligation may only be made with an express, prior written declaration of agreement from FEW. If there is uncertainty whether certain information, documents, or other knowledge gained from the business relationship is subject to the non-disclosure obligation, then the supplier is obligated to consult with FEW prior to any forwarding of the documents or communication of any other information to third parties and to obtain the express written permission of FEW.
(3) The supplier is in agreement that FEW will electronically save data from the supplier that is required as part of the business relationship and the contract signed with the supplier, and will only use this information for its own purposes within the companies that comprise FEW.
VIII. Patent law
(1) The supplier assures FEW that it will not sell any articles to FEW on which a third-party patent has been filed in order to avoid patent law infringements. If a patent-protected article is delivered, then FEW is authorized to return the delivery at the expense of the supplier.
IX. Code of conduct
(1) FEW Fahrzeugelektrik Werk GmbH & Co. KG, with regard to the code of conduct for employees and suppliers, adheres to the Worldwide Code of Legal and Ethical Business Conduct of Sauer Compressors.
(2) This code of conduct is a fixed part of the contractual relationship between FEW and the supplier. The supplier is obligated to adhere to the determinations of the code of conduct and to adequately promote compliance with it among its suppliers.
X. Applicable law, Court of Jurisdiction
(1) The law of the Federal Republic of Germany governs these Terms and Conditions and all legal relationships between the contractual parties, with the exception of all international and supranational (contractual) legal systems, particularly United Nations Convention on Contracts for the International Sale of Goods signed April 11, 1980.
(2) The only court of jurisdiction for any disputes arising from or in conjunction with this contractual relationship is Leipzig, Germany. This also applies to tort claims.
(Version as of September 2017)