General Conditions of Purchase
of AAT Automation GmbH and AAT Controls GmbH
1.1 The following Terms and Conditions of Purchase shall apply exclusively to all orders placed and contracts concluded (hereinafter also referred to as "orders") by AAT Automation GmbH and all companies affiliated with it (hereinafter also referred to as "Buyer") for the delivery of goods, in particular also machine and plant parts, as well as the performance of services, in particular also assembly, construction, development and monitoring services for commissioning (hereinafter also referred to as a whole as "Delivery"). Deviating or supplementary terms and conditions of our supplier or other contractual partner (hereinafter referred to as "Contractor") shall not be binding on us, even if AAT Automation GmbH does not expressly object to them in individual cases or accepts the Contractor's delivery without reservation in the knowledge of conflicting terms and conditions of the Contractor.
1.2 Should provisions of the order or of these Terms and Conditions of Purchase be or become invalid in whole or in part, this shall not affect the validity of the remaining provisions of the order. In this case, the contracting parties shall be obliged, within the bounds of what is reasonable and in good faith, to replace the invalid provision by a provision which comes as close as possible to the economic purpose pursued by the invalid provision within the bounds of what is legally permissible.
2. order and conclusion of contract; documents, drawings, etc.
2.1 Purchase orders, orders and delivery schedules shall only be binding on the Purchaser if they have been placed in writing, duly signed and provided with an order number. Orders placed by telephone or verbally are only binding for the purchaser if they are confirmed in writing. Any amendment, supplement, collateral agreement or the like must be in writing to be effective. The requirement of the written form can only be waived in writing.
2.2 Offers, production of drafts, production of samples or specimens by the Contractor shall be free of charge for the Purchaser unless otherwise agreed in writing. Drawings (with detailed dimensions) and documents of the Contractor shall be supplied to the Purchaser free of charge to the extent agreed in each case. In any case, all drawings and documents shall be supplied free of charge which are necessary for the proper execution of assembly, supervision, repair, replacement and maintenance, which comprehensively describe the function of the delivered item and which are necessary for obtaining permits or similar. The purchaser is entitled to use these drawings and documents for the manufacture of spare parts, modifications and the like - also by commissioned third parties.
2.3 If the Contractor does not accept the order within 10 days, the Customer shall be entitled to revoke the order.
2.4 The documents, drawings, samples, models, etc. provided to the Contractor by the Purchaser as well as the items, materials and aids provided by the Purchaser shall remain the property of the Purchaser. Any processing or installation shall be carried out exclusively for the Purchaser's purposes. The Contractor shall inform the Purchaser without delay if there is a threat of access by third parties (e.g. seizure) to the Purchaser's property. The risk of accidental loss and damage shall pass to the contractor upon handover of the above-mentioned documents and items. After completion of the order, all objects, documents, etc., any duplicates and all other materials shall be returned to the customer without being requested to do so, at the expense and risk of the contractor. We reserve all rights to the documents and items produced according to our specifications, unless otherwise agreed in writing.
2.5 The items and documents provided to the Contractor by the Purchaser shall be treated confidentially and must be kept secret insofar as they contain business secrets. They may not be sold, pledged or otherwise passed on or made accessible to third parties without our consent, nor may they be used in any way for or by third parties. The same applies to items produced with the help of these items and documents, unless we declare our consent to their use for other purposes. This shall also apply to items developed or further developed by the contractor according to the specifications of the customer and with the customer's cooperation. The knowledge gained in cooperation between the contractor and the customer may not be passed on to third parties. They shall be carefully stored and maintained. The products manufactured in accordance with the above may only be delivered to the Purchaser. Subcontractors and sub-suppliers shall be bound by the contractor in the same way. The contractor shall be liable for culpably caused damage resulting from non-compliance with these regulations.
3. delivery time and shipping conditions
3.1 The dates and deadlines stated in the order or otherwise agreed are binding. If they are exceeded, the Contractor shall be in default without the need for a reminder by the Purchaser.
3.2 Partial, advance or short deliveries as well as deliveries outside our business hours (Monday to Thursday from 8:00 to 16:30 and Friday from 8:00 to 15:00) require our prior written consent. This shall not constitute a claim for early payment. Partial, advance or excess deliveries made without our consent may be returned or stored at the contractor's expense. In the event that the goods are returned, the contractor shall deliver again on the agreed date. Acceptance of a delayed delivery or service shall not constitute a waiver of any claims for damages caused by delay.
3.3 We are entitled to prescribe the transport route, means of transport and place of receipt to the contractor. The goods to be delivered shall be packaged in an environmentally friendly manner or, at our request, in another manner. The packaging shall ensure protection against damage, contamination and moisture during transport. Styrofoam chips are not permitted. Damage due to insufficient packaging shall be borne by the contractor even if no separate specifications have been made by the customer. Upon delivery, the individual types shall be packed separately and clearly marked with the corresponding part number, order or commission number and order number.
3.4 Packaging costs shall only be paid by the Purchaser if remuneration for this has been expressly agreed. Notwithstanding his statutory and official obligations, the Contractor shall be obliged to take back the transport packaging of the delivery at the Purchaser's request and at the Purchaser's expense at the place of delivery or to have it taken back by a third party commissioned by him. If the Purchaser returns the packaging carriage paid, the Contractor shall reimburse the Purchaser in full for the packaging costs charged. The Contractor shall indemnify the Purchaser against all claims of third parties which are asserted against the Purchaser on the grounds of or in connection with the possession or use of the transport packaging.
3.5 On the day of delivery, the Contractor shall hand over to the Purchaser detailed delivery documents in duplicate stating the order date, the order, delivery and article numbers, weight, HTS code, if applicable, item and model number as well as the description of the goods. Delivery note and packing list shall be enclosed with the respective consignment.
3.6 The contractor acknowledges and guarantees with the dispatch and handover that the delivered goods comply with the general, recognised, technical, safety-related and occupational medical rules according to the latest status, the occupational health and safety, accident prevention and immission protection regulations and that all laws, regulations, ordinances, guidelines and leaflets issued by the legislator, competent supervisory authorities, employers' liability insurance associations, trade associations and technical supervisory authorities have been observed. The protective devices required by the accident prevention regulations must be supplied. Electrical installations must comply with the VDE regulations.
3.7 Persons who carry out work on our factory premises or on the customer's construction site for the contractor in fulfilment of the contract must observe the provisions of the respective company regulations. The existing regulations for entering and leaving the factory premises must be observed. The Contractor guarantees that the personnel deployed by it has unrestricted social insurance and occupational health and safety cover and possesses the necessary residence and work permits. Upon request, the Contractor shall provide the Purchaser with evidence that it has taken out sufficient liability and monthly insurance with the following minimum coverage amounts before carrying out the work:
- for personal injury EUR 2,000,000 per person and claim
- for property damage EUR 2,000,000.00 per claim
3.8 The contractor shall be liable for all culpably caused additional costs and damages resulting from the non-observance of these shipping conditions also towards third parties.
4. prices and terms of payment
4.1 Unless otherwise agreed, all prices stated in the order are fixed prices. They shall be understood in accordance with INCOTERMS 2010 in the delivery form DDP, unless the carrier is determined by the Purchaser or the Purchaser itself carries out the transport or expressly agreed otherwise in writing. Insofar as the Contractor owes services, the scope of delivery shall also include the further services and tools and aids required for this purpose (e.g. lifting equipment, containers, etc.).
4.2 Invoices must be issued in duplicate, stating the order number, and sent separately to the Purchaser.
4.3 Agreed advance payments, instalments and payments on account shall be requested by the Contractor in writing in due time and shall be specially marked. Advance payments shall only be made against the provision of a directly enforceable, irrevocable and limited bank guarantee acceptable to the Purchaser, with the guarantor waiving the defences of action in advance, contestability and set-off, with the exception of set-off against recognised or legally established claims.
4.4 Unless otherwise agreed in writing, payment shall be made within 14 days with a 2 % discount or within 30 days net, but not before receipt of the goods or, in the case of deliveries and services for which acceptance is required, not before their written acceptance by the Purchaser and, if the Supplier's scope of performance includes the handover of documentation and test certificates, not before their handover in accordance with the contract. The provision of § 632a BGB remains unaffected. In the event of defects, we shall be entitled to refuse payment of an appropriate part of the remuneration and to deduct a cash discount in accordance with the above even after expiry of the right to refuse performance.
4.5 The Contractor shall not be entitled to assign or otherwise dispose of its claims against the Purchaser without the Purchaser's prior written consent, which we shall not unreasonably withhold.
5.1 As soon as a delay in delivery becomes apparent, the Contractor shall notify the Purchaser thereof without delay, stating the reasons and the expected duration of the delay. Notification of the delay shall not release the contractor from the statutory consequences of default. If it becomes apparent that agreed delivery dates will not be met, the contractor shall take suitable measures in good time (e.g. shift work, overtime, work at weekends and on public holidays, increased deployment of personnel, etc.) to meet the delivery dates. The costs for this shall be borne by the contractor.
5.2 In the event of default, the contractor shall be liable in accordance with the statutory provisions. If the contractor is in default with a partial delivery, we may also assert the rights to which we are entitled in respect of the parts of the delivery with which the contractor is not yet in default.
5.3 Without prejudice to further statutory or contractual claims, the Purchaser shall be entitled, in the event of the Contractor's delay, to claim, in addition to performance, a contractual penalty in the amount of 0.25% of the total order value per working day, but not exceeding 5% of the total order value as minimum damages. The Purchaser undertakes to declare the reservation of the contractual penalty to the Contractor within 10 working days, calculated from receipt of the delayed delivery, in the case of partial deliveries calculated from receipt of the last partial delivery or, in the case of work performances, at the latest by the time of final payment. If the contractual penalty is divisibly allocated to individual partial performances, the period of 10 working days from acceptance of the respective partial performance shall apply.
5.4 The Contractor may only invoke the absence of necessary documents or parts of the order to be supplied by the Purchaser if it has expressly reminded the Purchaser in writing and has nevertheless not received them without delay. In this case, the Contractor may, to the exclusion of any other claims, demand a reasonable extension of the delivery period, but by no more than the period of the delay in provision.
5.5 Events of force majeure or hindrances for which the Purchaser is not responsible and which make acceptance of the delivery or service in our company or at the Customer's impossible or significantly more difficult shall postpone the Purchaser's acceptance obligations for the duration of their duration. The Purchaser shall also be entitled, at its discretion, to withdraw from the contract without the Contractor being entitled to any claims for remuneration or damages.
6 Place of delivery and performance, acceptance and transfer of risk
6.1 The place of performance for all mutual obligations arising from the contract shall be the factory specified in the written order, or the shipping address expressly stated in the order.
6.2 Defects in the delivery shall occur as soon as they can be detected by the customer in accordance with the circumstances of a proper course of business and shall be notified to the contractor within a reasonable period of time, but not before the expiry of 7 working days after their discovery. In the case of deliveries intended for resale, the period shall only commence after inspection and discovery of the defects at our customer's premises and after receipt of a notice of defects from our customer. If the delivery is intended for installation in a system before or after processing or machining, the obligation to inspect shall only apply after completion of the installation and successful commissioning of the system.
6.3 In the case of the acceptance of services, in particular assembly, construction and monitoring services for the commissioning of systems, a formal acceptance must always take place within a reasonable period of time after completion of the service, unless there is an express written agreement to the contrary. Each party may call in an expert for the formal acceptance at its own expense. In any case, a written acceptance report shall be drawn up. In the event that the Contractor fails to attend the joint acceptance meeting contrary to the timely invitation, the effect of the acceptance shall come into force on the date of the written notification of the acceptance to the Contractor.
6.4 For the purpose of inspection, partial or preliminary acceptance, the Purchaser shall be entitled to inspect the Supplier's production facilities and those of its sub-suppliers during normal business hours (also in the company of the end customer).
6.5 The use of the delivery, in whole or in part, in particular of parts of a structural plant, for the continuation of the work or for the preparation of the commissioning of the entire plant or interim tests, as well as any payments made, shall not constitute acceptance of the delivery.
6.6 Even if the Purchaser has agreed to bear the freight costs, the risk shall not pass to the Purchaser until the delivery has been accepted by the Purchaser or by a person authorised in writing by the Purchaser at the agreed place of performance or, if applicable, after acceptance of the delivery. This shall not apply if the transport company is appointed by the Purchaser or if the Purchaser carries out the transport itself.
7.1 The contractor warrants that the subject matter of the order does not have any defects that impair its value or suitability and that it corresponds to the quality specified in the order letter, without its liability being limited or excluded in terms of reason or amount. In addition, the contractor shall observe statutory, official and other valid regulations, such as accident prevention regulations, DIN standards, REACH and the regulations of the rules of the trade associations, such as VDE, VDI, in the latest applicable version.
7.2 In the event of defects in the delivery, the Purchaser shall be entitled, at its discretion, to demand that the Contractor remedy the defects free of charge, setting a deadline, instead of withdrawing from the contract, reducing the purchase price, rectifying the defects or delivering replacement goods free of defects. All costs incurred in connection with the rectification of defects, such as removal and installation costs, transport costs, etc., shall be borne by the contractor.
7.3 Unless the law provides for longer periods or unless otherwise agreed in writing, the Contractor shall assume the warranty for a period of 24 months. The warranty period shall begin with the acceptance in accordance with item 6 of the delivery or service.
7.4 In addition to the statutory and contractual warranty claims, the Purchaser shall be entitled to take the necessary measures to remedy the defect at the expense and risk of the Contractor, should the Contractor fail to comply with its obligation to remedy the defect within a reasonable period set by the Purchaser. The same shall apply in urgent cases if the Contractor has been informed by the Purchaser of the existence of a defect and, due to the urgency, a high level of damage is to be expected in relation to the Contractor's warranty obligation.
7.5 The contractor shall remain solely responsible for drawings, plans, calculations, etc., which are part of the order, even if they are approved or released by the customer.
7.6 The contractor shall be liable for culpably caused damage to materials or objects provided by the customer, e.g. due to faulty processing or storage.
8. spare parts
8.1 The Contractor undertakes to supply the Purchaser at short notice with operable, functional and installation-compatible spare parts on request for at least 10 years. Should the production of spare parts be discontinued, the Purchaser must be notified in writing at least 12 months before the discontinuation.
9. withdrawal from the contract; keeping free; rights of third parties
9.1 If the contractor ceases to make payments or if insolvency proceedings are instituted against its assets or if judicial or out-of-court composition proceedings are applied for, the customer shall be entitled to withdraw from the contract either in full or for the part of the delivery or service not yet performed at that time or to claim damages instead of performance.
9.2 The contractor guarantees that his delivery and its use do not infringe domestic or foreign patents, industrial property rights or other rights of third parties, nor do they violate statutory or official regulations of any kind. He shall indemnify us against all claims in this respect which third parties or our customers may make against us on the grounds of or in connection with the delivery and its use, unless we are guilty of contributory negligence.
9.3 The parties agree that product defects resulting from deliveries or services of the Contractor's suppliers or subcontractors are to be regarded as defects of the product delivered by the Contractor.
9.4 The contractor shall ensure that no third party retains title to the ordered goods.
9.5 The Contractor's rights of retention and set-off against the Purchaser are excluded, unless the Contractor derives these rights from recognised or legally established claims.
9.6 If the Contractor knows or must assume according to the circumstances that the Purchaser will ship the delivery abroad or that it will be used there, the Contractor shall inform the Purchaser without being asked of any relevant export licensing procedures concerning the delivery or service, in particular in accordance with the Foreign Trade and Payments Act or the War Weapons Control Act with the associated export regulations.
10 General provisions
10.1 The relationship with the Contractor shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods and German private international law.
10.2 The exclusive place of jurisdiction for all disputes arising from the contract or concerning its validity shall be Karlsruhe, at our discretion, for business transactions with suppliers or contractors who do not have a general place of jurisdiction in the Federal Republic of Germany. However, we shall also be entitled, at our discretion, to assert claims against the contractor at any other statutory place of jurisdiction established in accordance with the general provisions.
Place, date Signature of contracting party
Place, date Signature AAT Automation