1. With the issuing of the order the supplier declares that it in agreement with these terms of business. Not commenting on any of the supplier's terms of business does not in any way constitute agreement with them. In particular, accepting the supplier's service does not represent implied agreement with its terms of business.
These terms of business shall also apply to any and all future business relationships between the parties.
Any amendments, side agreements and/or addenda within the context of this contract or of any future contracts shall require our written confirmation.
2. Only orders issued in writing shall be binding for us. Any verbal/telephone agreements shall require our written confirmation.
3. If our order is not confirmed within seven days of order date, we shall be entitled to cancel. Adding to, cutting back or otherwise deviating from our order or the associated documents shall require our written agreement.
4. The prices stated in our order are fixed prices. Any price increase caveats shall require our express written agreement.
5. The details of the order issued by us along with the associated documents, such as drawings, technical terms of supply, building regulations, materials regulations etc. and the relevant accident prevention regulations are an integral part of the individual purchase contracts.
A start may be made with any potential series of deliveries only after the first sample has been accepted. In this case and in all other cases where the issuing of the order, making of the delivery, etc. is dependent on approval of a sample the purchase shall be a purchase subject to trial.
If the details of the ordered parts are not recorded in our documents, the supplier must inform us of any intended changes, which need to be agreed to by us in writing.
The quality of the products we order must meet the specifications defined in the order. Our quality department is entitled to audit the supplier.
6. If in relation to the supplier circumstances become known to us due to which serious doubts exist about proper processing of the order, we shall be entitled to cancel the contract in respect of the still outstanding deliveries without paying any compensation.
7. The time allowed for delivery stated by us starts from the order date. The delivery deadlines are binding. The deliveries must have arrived on the stipulated date at the destination specified by us, as our production planning is based on adherence to these dates. In the event of non-adherence to the delivery dates, we shall be entitled without setting any further deadline to cancel the order in full or in part and to demand compensation inclusive of the cost of any covering transaction.
Force majeure, industrial disputes, unrest or any other circumstances beyond our control that lead to disruption of our production operation or to that of our customers shall release us for their duration and in the scope of their impact from any acceptance of deliveries and any obligation to pay compensation.
8. Unless it has been otherwise agreed, the delivery must be made free of charge to the destination specified by us and must include all necessary packaging.
The packaging material must conform to environmental specifications. The supplier shall be required to take the packaging back at no charge, if we so demand.
The consignments are to be insured at the supplier's expense against damage in transit.
9. All invoices are to be provided in triplicate, citing our order and product numbers, the supplier's delivery note numbers and our account and cost centres.
10. How payment is made shall be our choice. Invoices are paid either within 14 days of receipt with 3% discounted from the gross invoice total or net after 60 days.
All payments are made subject to our rights arising from deficient supply. If at the time payment is due complaints have already come to light, we shall be entitled to withhold payments.
11. Any offsetting against our receivables from the business relationship shall be permissible only if the supplier is able to offset our claim with a claim of its own that is undisputed or has been deemed legally adjudged valid.
The same shall apply to enforcing rights of retention.
12. The supplier warrants that the goods supplied are unencumbered by any third-party rights.
13. Confirmation of receipt of the goods shall rule out the making of any complaints about quality or quantity identified post receipt. The defining of formal acceptance terms shall not limit the supplier's warranty liability.
The supplier's warranty period for its goods being free of defects shall be 36 months from date of delivery/acceptance.
In the event of legitimate complaints we shall at our choice be entitled
- to return the defective goods at the supplier's expense and demand a replacement in perfect condition; for accounting reasons the value of the returned goods will in this event be debited and the replacement delivery is to be billed anew,
- to charge back the invoice value of the goods and the return carriage costs and to decline to have a new delivery,
- at the supplier's expense, to remedy the defect complained about ourselves or to have it remedied by a third party,
- to demand an appropriate reduction in the price,
- to withdraw wholly or in part from the order concerned in respect of any parts not yet delivered without the supplier gaining thereby any rights to compensation.
If due to defective deliveries item-by-item checking of the goods received is necessary, the supplier shall bear the costs arising from this.
The supplier shall be liable for all losses directly or indirectly incurred due to the defectiveness.
14. Documents and production materials of any kind, such as samples, drawings, models, tools, regulations of a technical kind, etc. that we provide to the supplier or pay for on the supplier's behalf may be used only for deliveries to us. Just like the goods manufactured with them, they may not be passed on to any third party or used for the supplier's own purposes. They are to be kept confidential.
If the supplier makes any models at our cost, they shall transfer into our ownership; these models and any models supplied by us shall be carefully kept safe, free of charge, until we call to have them passed to us and shall be insured as third-party property. Any use by or on behalf of any other party shall be permitted only with our written assignment.
15. The supplier shall transfer to us as soon as they are made ownership of any semi-finished and finished products made on the basis of our specifications, drawings, models, etc. The safekeeping must be free of charge. The same shall apply to any special equipment for the production process (e.g. casting moulds), even if they were procured at the supplier's expense.
16. CSR (Corporate Social Responsibility) guide-lines
We at Braunschweiger Flammenfilter GmbH define the way in which we interpret our responsibilty to people and the environment and the expectations we place on our business partners in our CSR guidelines.
As a corporate group, we shall act in ac-cordance with the principle of loyalty, and we expect our suppliers to do the same; this al-lows a lasting relationship of trust to be built up and maintained. The supplier shall conduct himself in accordance with the principles of honesty and fairness, and shall comply with the prevailing rules on competition and with the applicable anti-corruption legislation in his bu-siness relationships.
The supplier undertakes:
- to comply with local working standards;
- to make no use of forced or bonded la-bour;
- to comply with regulations relating to the abolition of child labour and legal protec-tion for children and young people, as set out in the national legislation;
- to create a safe working environment, where risks to the health of his employees and subcontractors are eliminated. The supplier shall comply with statutory requi-rements with respect to working time and the minimum wage.
The supplier shall endeavour to achieve the highest possible standards of environmental protection, and shall make every effort neces-sary to prevent his activities from having a harmful effect on the environment and/or to minimise this as far as possible, and to act responsibly and in an environmentally-friendly manner. The supplier undertakes to comply with all applicable laws and standards.
17. The place of execution for all deliveries and payments shall be Braunschweig.
18. Jurisdiction for any and all claims based on the business relationship shall rest with the courts of Braunschweig. This shall apply also to any claims arising from cheques or bills of exchange.
The applicable law for the contractual relationship shall be German law. There shall be no application of the UN Convention on Contracts for the International Sale of Goods.
Should any of the above provisions be wholly or partially unenforceable, this shall, apart from that, not affect the validity of the provision(s) or of the contract.