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+44 1234 567 890
AGVS Aluminium Werke GmbH Villingen
Goldenbühlstraße 14
78048 Villingen-Schwenningen
Tel.: +49 (0) 7721 8460-0
Fax: +49 (0) 7721 8460-50
info@agvs.de
www.agvs.de
General Terms of Purchase of AGVS Aluminium Werke GmbH Villingen
As of 01/01/2013
1. General - Scope (1) Our terms of purchase apply exclusively; We do not recognise terms and conditions of the supplier which contradict or deviate from our terms of purchase, unless we have expressly agreed to their validity in writing. Our terms of purchase apply even if we unconditionally accept the supplier’s delivery in the knowledge of conflicting or deviating terms and conditions of the supplier. (2) All agreements made between us and the supplier for the purpose of executing this contract shall be recorded in writing.
2. Offer - Offer documents (1) The supplier is obliged to accept our order within a period of 2 weeks. Until receipt of the declaration of acceptance by the supplier, we are entitled to take back orders at any time. (2) We reserve the rights of ownership and copyrights to illustrations, drawings, calculations and other documents. They are to be used exclusively for the production on the basis of our order; after completion of the order, they must be returned to us unsolicited. They may not be made accessible to third parties and must be kept secret from them. Before passing these documents on to third parties, the supplier must have our express written consent. (3) Cost estimates issued by the supplier are binding and will not be remunerated by us.
3. Prices - Terms of delivery and payment (1) The price stated in the order is binding. Unless otherwise agreed in writing, the price includes free delivery, including packaging. The return of the packaging requires a special agreement. (2) Unless otherwise agreed, the statutory VAT is included in the price. (3) We can only process invoices if they - as specified in our order - indicate the order number given there; the supplier is responsible for any consequences arising from non-compliance with this obligation. (4) Unless otherwise agreed in writing, we pay the purchase price within 14 days, calculated from delivery and receipt of invoice with 3% discount, or within 30 days net. (5) The payment period begins as soon as the delivery or service has been completed and the invoice has been duly issued. Discount deduction is also permissible if we set off or withheld payments of a reasonable amount due to defects; the payment period starts in this event after complete elimination of the defects. (6) We are entitled to offsetting and retention rights are to the statutory extent. (7) Excess or short deliveries to any extent are only permissible if this has been expressly agreed when determining the order quantity.
4. Delivery date (1) The delivery date specified in the order is binding. (2) The supplier is obliged to notify us immediately in writing if circumstances occur or become apparent to it which indicate that the agreed delivery date cannot be met. (3) If the agreed delivery dates are not met, we are entitled to withdraw from the order and/or claim damages and/or obtain replacement from a third party, without prejudice to any further legal rights. (4) The acceptance of a delayed delivery or service does not mean a waiver of claims for damages. (5) In case of delay in delivery, we are entitled to demand lump-sum delay damages in the amount of 1% of the delivery value per completed week, but not more than 10%; further legal claims remain reserved. The supplier has the right to prove to us that no or significantly less damage has occurred as a result of the delay. (6) Insofar as we are in delay of acceptance or payment, the claim for reimbursement of expenses due to the supplier is limited to 0.5% of the delivery value per completed week, insofar as the delay is not due to intent or gross negligence.
5. Transfer of risk - Documents (1) Unless otherwise agreed in writing, delivery is free of charge. (2) The supplier is obliged to indicate exactly our order number on all shipping documents and delivery notes; if it fails to do so, delays in processing are unavoidable and we cannot be held responsible for them.
6. Inspection for defects - Warranty (1) After receipt of the goods, we will examine the goods for obvious defects, identity, shortages and transport damage. A further obligation to inspection does not exist. A complaint is timely provided it is received by the supplier within a period of 14 working days after delivery. The supplier waives objection on the basis of delayed notice of defects. (2) We are entitled to the statutory warranty claims in unlimited form; irrespective of this, we are entitled to demand from the supplier, at our discretion, removal of the defect or delivery of a defect-free item. In this event, the supplier is obliged to bear all expenses necessary for the purpose of remedying the defect, in particular transport, travel, labour and material costs. The right to full compensation for damages remains expressly reserved. (3) Subsequent improvements may be carried out by us without setting a deadline, at the expense of the supplier, if we have a special interest in immediate rectification in order to avoid delays on our part or for other urgent reasons. (4) If a material defect appears within 6 months after delivery, it is assumed that the material defect already existed at the time of the transfer of risk, unless this assumption is incompatible with the nature of the defect. (5) If we take back products manufactured and/or sold by us because of the defectiveness of the contractual object delivered by
the supplier or if claims are asserted against us, we are entitled to legal recourse claims in accordance with §§ 478,479 BGB in full. (6) The warranty period is 3 years; for construction materials pursuant to § 438 (1) No.2 b) BGB it is 5 years, calculated from delivery.
the supplier or if claims are asserted against us, we are entitled to legal recourse claims in accordance with §§ 478,479 BGB in full. (6) The warranty period is 3 years; for construction materials pursuant to § 438 (1) No.2 b) BGB it is 5 years, calculated from delivery.
7. Total liability (1) Insofar as the supplier is responsible for product damage, it is obligated to indemnify us from claims for damages of third parties on the first request insofar as the cause is in the supplier’s sphere of control and organisation and the supplier itself is liable externally. (2) The supplier undertakes to maintain product liability insurance with an appropriate coverage amount for personal injury and property damage. However, our claims for damages are not limited to the amount of this coverage.
8. Property rights (1) The supplier guarantees that no rights of third parties are infringed in connection with its delivery. (2) If a claim is raised against us by a third party, the supplier is obligated to indemnify 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. (3) The obligation to indemnify extends to any expenses necessarily incurred by us in connection with the claim of a third party.
9. Provision - Tools - Retention of title (1) If we provide parts to the supplier, we reserve rights of ownership. Processing and transformation is done by the supplier on our behalf. If our reserved goods are processed with other items not belonging to us, we will acquire co-ownership of the new item in proportion of the value of our item to the other processed items at the time of processing. (2) If the item provided by us is inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion of the value of the reserved item to the other mixed items at the time of mixing. If the mixing is done in such a way that the supplier’s item is to be regarded as the main item, it is deemed agreed that the supplier assigns proportional co-ownership to us; the supplier maintains sole or co-ownership for us. (3) We reserve ownership of tools; the supplier is obliged to use the tools exclusively for the production of the goods ordered by us. The supplier is obligated to insure the tools belonging to us at replacement value against fire, water and theft damage at its own expense. The supplier is obliged to carry out any necessary maintenance and inspection work at its own expense in good time. The supplier must inform us immediately about any incidents; if it fails to do so culpably, claims for damages remain unaffected. (4) Products manufactured according to documents designed by us, such as drawings, models and the like, or according to our confidential information or with our tools, may not be used by the supplier itself, nor be offered or delivered to third parties. (5) The supplier is obliged to keep all received illustrations, drawings, calculations and other documents and information strictly confidential. They may only be disclosed to third parties with our express consent. The confidentiality obligation also applies after completion of the contract; it expires if and to the extent that the manufacturing knowledge contained in the provided illustrations, drawings, calculations and other documents has become generally known.
10. Place of jurisdiction - Place of performance (1) If the supplier is a merchant, the place of jurisdiction is Villingen-Schwenningen. However, we are also entitled to bring actions against the supplier at its place of residence. (2) Unless otherwise agreed in writing, the place of performance is Villingen-Schwenningen. (3) Only the laws of the Federal Republic of Germany apply to this contract.
General Terms of Sale of AGVS Aluminium Werke GmbH Villingen
As of 01/01/2013
1. General - Scope (1) Our conditions of sale apply exclusively; we do not recognise terms and conditions of the customer that conflict with or deviate from our terms of sale, unless we have expressly agreed to their validity in writing. Our terms of sale apply even if we unconditionally execute the delivery to the customer in the knowledge of conflicting or deviating terms and conditions of the customer. (2) All agreements made between us and the customer for the purpose of executing this contract shall be recorded in writing.
2. Offer - Offer documents - Catalogues (1) If the order of the customer is to be understood as an offer pursuant to § 145 BGB, we may accept it within 4 weeks. Our offers are always non-binding. (2) We reserve ownership rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties. Before passing these documents on to third parties, the customer must have our express written consent. (3) Descriptions of our products are merely statements of quality and in no way constitute a guarantee for the quality of the goods. (4) Technical changes of our products, which are value-increasing or value-preserving, are permitted at any time and without prior notice.
3. Prices - Terms of payment - Default (1) Unless otherwise stated in the order confirmation, our prices apply “ex works”, excluding packaging, which will be charged separately. (2) VAT is not included in our prices; it will be shown separately in the bill at the statutory rate on the date of invoicing. (3) The deduction of discounts requires special written agreement. (4) Unless otherwise stated in our order confirmation, the purchase price is due immediately net (without deduction). The customer is in default if it fails to pay due payments within thirty days of receipt of an invoice or equivalent payment request. We reserve the right to make the default applicable at an earlier date by issuing a reminder after the due date. Notwithstanding sentences 1 and 2, the customer is in default if it is agreed that the purchase price shall be paid on a calendar date or determinable date, and the customer does not pay by this date. (5) If the customer is in default of payment, we are entitled to demand default interest in the amount of 9% p.a. above the respective base interest rate. If we are able to prove higher damages caused by default, we are entitled to assert higher damages. (6) The customer is only entitled to offsetting rights if its counterclaims have been legally established or are undisputed or acknowledged by us. Furthermore, the customer is entitled to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
4. Delivery period (1) The beginning of the delivery period specified by us requires the clarification of all technical questions. Unless otherwise agreed, a delivery period stated by us is not binding. (2) If we are late in delivery for reasons for which we are responsible, the liability for damages which are the direct consequence of the delayed delivery is limited to the amount of the foreseeable damage. (3) If the customer provides us a reasonable period of grace after we have already delayed delivery, the customer will be entitled to withdraw from the contract after fruitless expiry of this grace period. If a reasonable period of grace has passed without result, the customer is obliged to declare within a period of two weeks after expiry of the additional period whether it will withdraw from the contract or continue to insist on fulfilment. (4) Insofar as we are liable for damages instead of performance, claims in the event of ordinary negligence are limited to the amount of the foreseeable damage. (5) In the event of ordinary negligence, we are never liable for consequential damage due to delayed or absent performance, in particular for lost profit on the part of the customer or other loss of production costs. (6) Compliance with our obligation to deliver presupposes the timely and proper fulfilment of the obligations of the customer. (7) If the customer is in default of acceptance or if it violates other obligations to cooperate, we are entitled to demand compensation for the damages incurred, including any additional expenses. In this event, the risk of accidental loss or accidental deterioration of the purchased item also transfers to the customer at the time point in which the customer is in default of acceptance.
5. Transfer of risk (1) Unless otherwise stated in the order confirmation, delivery is agreed as “ex works”. The risk is transferred to the customer if the delivery item has left the factory, even if partial deliveries are made or if we have assumed other services, e.g. shipping costs or delivery and installation. Insofar as acceptance must be made, this acceptance is decisive for the transfer of risk. It must be carried out immediately on the acceptance date or, alternatively, immediately after our notification of readiness for acceptance. The customer may not refuse acceptance if there is a material defect. (2) If the dispatch or acceptance is delayed or omitted as a result of circumstances that are not attributable to us, the risk passes to the customer from the day of notification of readiness for dispatch or acceptance. (3) Partial deliveries are permitted insofar as these are reasonable for the customer. (4) If the customer wishes, we will cover the delivery with transport insurance; the costs incurred in this respect shall be borne by the customer.
6. Claims for defects - Statute of limitations (1) The rights of the customer presuppose that the customer has duly complied with its inspection and notification obligations pursuant to § 377 HGB. (2) Insofar as we are responsible for a defect in the purchased goods, we are entitled to choose at our discretion to remedy the defect or to deliver a defect-free item. (3) If we are unwilling or unable to remedy the defect or provide replacement, in particular if this delay extends beyond reasonable deadlines for reasons for which we are responsible, or if the removal of the defect or replacement fails in any other way, the customer is entitled at its discretion to rescind the contract or to demand a corresponding reduction of the purchase price. If a reasonable period of grace has passed without result, the customer is obliged to declare within a period of two weeks after expiry of the additional period whether it will withdraw from the contract or continue to insist on fulfilment. (4) Unless otherwise stated below, further claims of the customer - for whatever legal reasons - are excluded. We are therefore not liable for damages that did not occur to the delivery item itself; in particular, we are not liable for lost profits or other financial losses of the customer. Insofar as liability for such damages nevertheless applies, claims for damages are limited to the amount of the foreseeable damage. (5) The above exemption from liability does not apply insofar as mandatory statutory provisions give rise to liability, in particular insofar as the cause of the damage is based on intent or gross negligence or claims are asserted for negligence resulting in injury to life, limb or health. It also does not apply if we have taken over a guarantee for a certain condition of the thing and this condition is not present. (6) The warranty period is 1 year, calculated from delivery of the goods. This period is a limitation period and also applies to claims for compensation for consequential damages, as far as no claims are made in tort.
7. Retention of title (1) We reserve the ownership of the purchased item until receipt of all payments from the business relationship with the customer. In the event of any breach of contract by the customer, in particular default of payment, we are entitled to exercise our statutory rights and to take back the goods. After the return of the purchased item, we are entitled to its use; the proceeds of sale shall be credited against the liabilities of the customer - less reasonable use costs. (2) In the event of seizure or other interventions by third parties, the customer must notify us in writing without delay so that we can file a claim pursuant to art. § 771 ZPO. Insofar as the third party is not in a position to reimburse us for the legal and extrajudicial costs of such action, the customer is liable for the loss incurred. (3) The customer is entitled to resell the purchased items in the ordinary course of business; however, the customer hereby assigns to us all claims in the amount of the final invoice amount (including VAT) which accrue to him from the resale against its customers or third parties, irrespective of whether the purchased items were resold without or after processing. The customer remains authorised even after the assignment to collect on this claim. Our authority to collect on the claim remains unaffected. However, we undertake not to collect on the claim as long as the customer meets its payment obligations from the proceeds received, is not in default of payment and, in particular, no petition for the opening of insolvency proceedings has been filed or payment has ceased. If this is the case, then we may demand that the customer notify us of the assigned claims and their debtors, provide all information necessary for collection, and hand over the pertinent documents. (4) The processing or transformation of the purchased item by the customer is always carried out on our behalf. If the purchased item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion of the value of the purchased item to the other processed items at the time of processing. Regarding goods resulting from processing, the same applies as for the purchased items delivered under reserve. (5) We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is our responsibility.
8. Workpiece-related models and production materials (1) If the customer provides models or production facilities, these must be sent to us free of charge. We may demand that the customer retrieve such materials at any time; if it does not comply with such a request within 3 months, we are entitled to return these to the customer at its expense. The costs for the maintenance, change and the replacement of its materials are borne by the customer. (2) The customer is liable for technically correct construction and execution of the materials for the purpose of manufacturing. However, we are entitled to make technical changes. We are not obliged, without special agreement, to check the conformity of the materials provided with drawings or samples provided. (3) If workpiece-related models or production materials are manufactured or procured by us on behalf of the customer, we will charge for these costs. Unless the full costs have been calculated, the customer also bears the remaining costs if it does not accept the quantities it has agreed to when concluding the contract. (4) Models and manufacturing materials remain our property; they will be used exclusively for deliveries to the customer as long as the customer substantially fulfils its acceptance and payment obligations towards us. If three years have passed since the last delivery, we are not obliged to continue the storage. Insofar as it is agreed otherwise that the customer will become the owner of the materials, the property will transfer to it upon payment of the purchase price. The transfer of the materials is replaced by our retention obligation. The custodial relationship may be terminated by the customer at the earliest 2 years after the transfer of ownership, unless otherwise agreed. (5) All models and production materials shall be handled by us with the care we apply in our own affairs. At the request of the customer, we are obliged to insure its materials at the customer’s expense. Claims for compensation for consequential damage are excluded. (6) If deliveries are made according to drawings or other information provided by the customer, and if this violates the property rights of third parties, the customer indemnifies us from all claims. (7) Our drawings and document provided to the customer, as well as our proposals for the advantageous design and manufacture of the mouldings, may not be passed on to third parties and may be demanded back from us at any time. (8) The customer may assert claims from copyright or property rights in respect of models or production materials that have been provided or made on its behalf only if it has informed us of the existence of such rights. (9) The use of disposable models (for example made of polystyrene foam) requires special agreements.
9. Parts to be moulded (1) Parts intended for moulding are to be delivered free of charge; they must be properly measured and ready to go. The required processing costs are the responsibility of the customer. (2) The number of moulding parts must appropriately exceed that of the ordered moulding pieces.
10. Place of jurisdiction - Place of performance (1) If the customer is a merchant, the place of jurisdiction is Villingen-Schwenningen. However, we are also entitled to bring actions against the customer at its place of residence. (2) Unless otherwise stated in the order confirmation, the place of performance is Villingen-Schwenningen. (3) Only the laws of the Federal Republic of Germany apply to this contract.