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Only to serve the easier legability the General Terms and Conditions of Purchase of AIM Infrarot-Module GmbH are written in male gender but refer to all genders equally.

 

 1.    Scope of these General Terms and Conditions of Purchase

These Terms and Conditions of Purchase apply exclusively; any conflicting or deviating provisions by the Supplier shall not be acknowledged by the Customer unless permission was expressly granted in writing.

These Terms and Conditions of Purchase shall also apply if the Customer unconditionally accepts the Supplier’s delivery in the knowledge of conflicting or deviating provisions by the Supplier. These Terms and Conditions of Purchase shall only apply to entrepreneurs, legal entities under public law, and special funds under public law in the sense of § 310 Para. (1) BGB [German Civil Code]. The currently applicable version shall also apply to all future orders with the respective supplier.

 

2.    Quote, order and side agreements

2.1 

Any orders and acceptances as well as changes and additions thereto must be made in writing, as well as any waiver of the written-form requirement.

Verbal side agreements made at the time when the contract was concluded shall only be valid if they were confirmed by the Customer in writing. This also applies to any changes made to the contract after it is concluded.

2.2    

If the Supplier does not accept an order that deviates from the Supplier’s quote within 14 days, the Customer shall be entitled to cancel the order.

2.3   

Any sub-contracting or general assignment of the ordered goods and services to third parties must be approved by the Customer in writing.

 

3.    Provided items

3.1   

Items of all kinds provided by the Customer to the Supplier (including drawings, samples, etc.) shall remain the property of the Customer. These may only be used to provide the ordered goods and services, and must be returned to the Customer at the end of the contractual activities immediately by request and the  information as is in tangible form (together with all transcripts, copies and reports) must be destroyed.

3.2   

The Supplier must perform any necessary maintenance and inspection work at its own expense, as well as obtaining sufficient insurance for the provided items and providing the Customer with proof of this upon request.

3.3   

If items provided by the Customer are processed or re-formed into a new movable item by the Supplier, the Customer is considered as being the manufacturer. In the event that it is combined or inseparably mixed with other items, the Customer obtains co-ownership of the new item in relation to the value that the items had at the time of the combination or mixture. If the combination or mixture takes place in such a way that the Supplier’s items are considered the main item, it is hereby agreed that the Supplier shall transfer proportional co-ownership to the Customer. The Supplier shall preserve co-ownership for the Customer.

 

4.    Delivery deadline and place of fulfillment

4.1

The agreed delivery deadline is binding. Advance deliveries are only permissible with the Customer’s approval.

The timeliness of deliveries, without assembly or setup, is determined based on their receipt at the shipping address provided by the Customer. The timeliness of deliveries with setup or assembly, as well as of services, is determined based on their provision in acceptance-ready condition.

4.2

If the Supplier is in default, the Customer is entitled to request a contractual penalty of 0.5% of the value of the portion of the delivery that is missing, for each week or part thereof, up to a maximum of 5% in the aggregate. If a partial delivery is useless for the Customer’s purpose without the missing portion of the delivery, the value of the entire order shall be used instead of the missing portion. The right to assert further damages upon provision of proof remains unaffected hereby. The Customer can request the contractual penalty if it reserves the right to do so no later than the end of the month in which the last goods or services were accepted as per the order.

4.3

The place of fulfillment for the Supplier’s deliveries or services is the shipping address given in the order. If no shipping address is given and if the place of fulfillment is also not established by determining the culpable party, the Customer’s address shall be the place of fulfillment.

 

5.   Shipping and pricing

5.1   

Delivery items must be packaged and shipped appropriately. Packaging and shipping instructions must be followed. Each delivery must include delivery notes or packing slips. All written correspondence must include the order numbers and the Customer’s identification numbers as specified in the order. The Customer must be provided with a shipment notice no later than the day of shipping. Any additional costs incurred by the Customer due to a failure to follow the above regulations shall be borne by the Supplier.

5.2   

The price shown in the order is binding. Delivery shall take place “DAP Customer’s plant in Heilbronn” as per INCOTERMS 2010.

5.3

The costs of insuring the goods, particularly forwarding insurance, shall not be paid by the Customer. The Customer is a SVS-/RVS prohibition customer.

 

6. Invoicing and payment, prohibition on offsetting and assignments

6.1

The invoice must include the order number and the identification numbers specified in the order.

6.2

Payments shall be made under the conditions agreed in the order. Discounts may also be deducted in the event of offsetting or retention due to defects.

6.3

The Supplier may only assign claims against the Customer with prior written consent from the Customer. Offsetting against the Customer’s claims is only permissible for acknowledged or legally enforceable claims from the business relationship. The Supplier may only assert a retention right if this is based on the same contractual relationship.

 

7. Inspection duty and defect liability

7.1

The Customer shall inspect the delivery item within an appropriate period to determine any obvious deviations in quality or quantity.

7.2

The Customer is entitled to assert all statutory claims for defect. In every case, the Customer is entitled to request defect rectification or replacement delivery from the Supplier. The right to damage compensation, particularly to damage compensation in lieu of the performance, is hereby expressly reserved.

7.3

If the Supplier is in default, or is unprepared or unable to provide subsequent fulfillment, or to do so in a timely manner, and despite a grace period where legally required, the Customer is entitled to undertake this itself or to hire another party to undertake it, at the Supplier’s expense. If the Customer is unable to inform the Supplier about the defect and the threatened damage – and to set a grace period for self-rectification – because of special urgency, particularly in case of imminent danger, the Customer shall be entitled to rectify the defect at the Supplier’s expense even without a grace period.

7.4

The limitation period is 24 (twenty-four) months, calculated as of acceptance, or alternatively as of the transfer of risk.

7.5

In the event that counterfeit parts are delivered, the Supplier shall immediately replace all counterfeit parts at its own expense, using original parts that meet the contractual specifications. “Counterfeit parts” are products or parts thereof that are represented, or would be perceived by a neutral third party, as having been developed and/or manufactured according to a tested standard or a comparable method, or as if they were produced by a manufacturer other than the actual manufacturer - as a rule, by the manufacturer of the original product. The Supplier shall bear all costs associated with rectifying and replacing the counterfeit parts, including, and without limitation, the costs incurred by AIM due to removing the counterfeit part, installing the replacement and any necessary testing.

7.6

The Supplier shall ensure that no third-party rights are culpably infringed in conjunction with its delivery, and that both the Customer and its customers in turn can use the products received from the Supplier without limitation, as long as no concrete usage limitations were included in the contract. Upon initial request, the Supplier shall release the Customer from any third-party claims that are asserted against the Customer due to culpable copyright violations on the Supplier’s part. This release obligation also includes all necessary expenses that the Customer incurs from or in conjunction with claims by a third party. The limitation period for claims from the violation of third-party copyrights as per this Point 7.6 shall be 36 (thirty-six) months as of the transfer of risk.

 

8. Informational obligations and duties of care, changes and obsolescence

8.1

If the Customer has informed the Supplier about the intended use of the goods or services, or if this intended use is apparent to the Supplier even without explicit instructions, the Supplier must inform the Customer immediately if the Supplier’s goods or services are not suitable to fulfill this intended use.

8.2

Circumstances that threaten to prevent delivery deadlines from being met must be reported to the Customer immediately in writing in order to clarify the next steps.

8.3

The Supplier shall immediately report any changes in the composition of the processed material or structural design, compared to similar goods or services provided to the Customer in the past, without undue delay and in writing. Such changes must be approved by the Customer in writing.

8.4

The Supplier shall ensure that the goods and services meet environmental protection, accident prevention and other workplace safety regulations as well as safety rules and all legal requirements that apply in the Federal Republic of Germany, and shall notify the Customer at the time of each delivery about any specific handling and disposal requirements that are not general knowledge.

8.5

If the Supplier intends to stop manufacturing the delivery item or to introduce changes to the item in terms of its form, fit, function or reliability, or intends to continue manufacturing the delivery item only in a significantly changed form, the Supplier must notify the Customer of this immediately, as early as possible and in writing, including

  • the date when the last orders can be placed (“last-time buy”), and
  • the available quantities and date when the last deliveries will take place (“last-time ship”), and
  • information about how support and maintenance will be guaranteed for the delivery item for its remaining economic lifespan.

Finally, the Supplier must provide information about any subsequent products and their specifications.

8.6

The Supplier shall create similar agreements with its suppliers as described under 8.5 to ensure that it is able to meet its obligations to the Customer.

 

9. Confidentiality

9.1

The Supplier agrees to keep confidential any commercial and technical information and documents that are not generally known and that it obtains through the business relationship, and to use these exclusively to provide the ordered goods and services. Any sub-contractors must be obligated correspondingly.

9.2

The Supplier may name the Customer’s company or trademarks when providing references, or in publications, if the Customer agrees to this in writing in advance.

 

10. Spare parts and readiness for delivery

10.1

The Supplier must deliver spare parts for the period of customary technical use, but for at least 10 years after the last delivery of the delivery item, under appropriate conditions.

10.2

If the Supplier stops delivering the spare parts after the period named in Section 10.1, or during this period, the Customer shall be given the opportunity to place one final order.

 

11. Place of jurisdiction and applicable law

11.1

The exclusive place of jurisdiction are the courts responsible for Heilbronn, Germany. The same place of jurisdiction shall apply if the Supplier does not have a general place of jurisdiction in the Federal Republic of Germany at the time when legal proceedings are initiated.

11.2

The laws of the Federal Republic of Germany shall apply. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG), dated April 11, 1980, is hereby excluded.

11.3

The invalidity of individual provisions does not affect the validity of the remaining provisions. An invalid provision shall be replaced by a provision that corresponds as closely as possible to the intentions as expressed in relation to the invalid provision.

 

Effective from April 1st, 2020

 

 

+49 (0)7131 6212-0
AIM Infrarot-Module GmbH
Theresienstraße 2 | 74072 Heilbronn