- Purchase orders and agreements are valid only insofar as we have placed them or confirmed them in writing. Where written purchase orders and changes in purchase orders are issued automatically by means of electronic data processing systems, such declarations shall also be valid without our signature. The Supplier acknowledge these purchase conditions as binding on him – also for all future transactions with us – and waives the application of his own terms of sale and delivery, which shall not become a part of the contract either by our silence or by acceptance of delivery.
- Deliveries: Acceptance of goods is invariably subject to reservation with respect to proper quality, nature and quantity of the goods. The inspection of goods at the Supplier’s factory or warehouse shall be considered neither as delivery nor as acceptance. Delivery of a larger or smaller quantity than specified shall not be recognised as fulfilment, even if a reservation to this effect is included in the Supplier’s order acknowledgment.
If the package arrives in damaged conditions, we shall be entitled to refuse acceptance of the shipment without examination of the contents. Return shipment shall be at the cost and risk of the Supplier.
- Delivery Date: If the agreed date of delivery(= date of receipt of goods) is exceeded for any reason whatsoever, and delivery is still not effected with a period of grace set by us, we shall be entitled to refuse acceptance of the performance and at our option to rescind the contract with respect to the whole of the performance or the performance still out standing, without any obligation to provide compensation or – if the delay is due to intention or negligence – to claim damages for non-fulfilment.
- Packaging: The goods shall be shipped in packaging which is appropriate to the product, paying due regard to the relevant environmental protection regulations. Any disposable packaging shall be taken back by the Supplier at this own cost. If the goods are shipped in reusable packaging, the Supplier shall loan such packaging to us. Return shipment shall be at the cost and risk of the Supplier. If as an exception we agree to bear the packaging cost, this shall be charged to us at the verifiable cost price.
- Insurance: Transportation insurancefor deliveries is constantly covered by us, unless otherwise agreed. Any insurance premiums paid by the Supplier shall not be reimbursed by us.
- Payment shall be effected on the 30th of the month following receipt of the goods and invoice. In the event that delivery prior to the agreed date is accepted, the payment date shall be related to the agreed delivery date. The Supplier may assign his claims against us only with our prior written consent; the same also applies to factoring. In the case of assignments effected on the basis of extended retention of title, our consent shall be deemed to be granted from the beginning, with the proviso that we shall be permitted to offset the amount of such assignment event against counterclaims which have arisen after notification thereof.
- EURO- regulation: The parties agree that the contractual obligations regarding payment shall not be influenced by the changeover to the Euro. If the Euro is introduced as Currency in France, AW-Tronics may – until the omission of the French Franc as legal tender – require/perform invoicing and payment, as applicable, either in French Franc or Euro. Obligations regarding payment, in particular monetary values, shall be deemed as agreed upon in Euro if and when the Euro becomes the only admissible legal tender in France. The conversion shall always be made on the basis of the official conversion rate.
- Complaints/Warranty: The goods delivered shall be inspected by us for apparent undamaged condition and completeness. Notification of evident defects shall as a rule be effected within 6 weeks from receipt of the goods. Notification of hidden defects shall be effected immediately after their discovery. Payment for the goods shall not signify their approval as complying with the contract and free of defects.
- Quality: The Supplier warrants that the goods delivered comply with the agreed specification, that they have no defects which impair their value or their suitability, and that they do not lack any promised characteristics. The Supplier also warrants that the goods supplied are free of design, material and manufacturing faults and are in accordance with the latest state of the art.
- Industrial property rights: The Supplier declares that the goods delivered are free from industrial property of third parties. He undertakes to indemnify us with respect to any claims resulting from the violation of industrial property rights and to compensate us for any damage incurred.
- Data protection: We declare that any Supplier data received by us in connection with the business relationship will be processed for our own purposes, and for purposes of extension of the business relationship will also be stored by companies associated with us.
- Export regulations: The Supplier undertakes to inform us in writing what components, assemblies, equipment, systems etc. are subject to export or re-export restrictions pursuant to the export regulations of USA.
- Place of jurisdiction: for any disputes arising from the contractual relationship – including from rescission, etc. – shall at our option be MIAMI or the registered place of business of the AW-Tronics Company that placed the order.
If and as soon as the Supplier has reason to believe that he will be unable to effect the whole or part of the delivery in due time, he shall immediately inform us thereof. Any extra cost incurred by us due to such delay – and/or any replacement purchase from another source – shall be borne by the Supplier.
We shall be entitled at any time to offset our obligations towards the Supplier with claims of other AW-Tronics companies against the Supplier. These companies which have all authorised us to offset.
The parties agree that neither party shall have the right to terminate, withdraw from, contest, or change the Contract in any other way because of the changeover to the Euro.
In the event of defects in the goods supplied, we shall be entitled to demand replacement delivery free of charge. The supplier guarantees the compliance of the products delivered with the standards & regulations in force and the contractual specifications. It also guarantees that the Products are free of all apparent or hidden defects, whenever this defect becomes apparent.
The supplier undertakes to hold AW-Tronics faultless and to indemnify it for any third party’s claim related to the Products.
In the event of defects which are not noticed until the goods are machined or processed, we shall also be entitled to claim reimbursement of any cost incurred by us to no avail.
The warranty period shall be 12 months from acceptance of the goods by us; for goods intended for re-sale – including where is in conjunction with our finished products – this period shall start with acceptance by our customer. It shall expire no later than 18 months after acceptance by us.
In the event of rework or replacement delivery, the warranty period shall start again for the reworked part or for the replaced goods.
For retention of our warranty claims beyond the warranty period, it shall suffice if we have notified the Supplier of the defect within the warranty period.
Our rights as set out above shall not be affected by a quality agreement (e.g.ppm, zero defects).