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)