General terms and conditions of purchase

The General Terms and Conditions for the Purchase of Goods and Services defined in this document apply to all orders placed by autarkize (Deutschland) GmbH. The terms and conditions shall not take precedence over the provisions of local laws.

1 DEFINITION

In the context of this purchase order, the following terms shall have the following meanings:

(a) "Order" means this Purchase Order.
(b) "Terms" means these Purchase Terms.
(c) "Buyer" means the company named in the Order.
(d) "Supplier" means the person, firm, company to whom this Order is issued.
(e) "Goods" means the equipment, documents and articles to be supplied under this Order.
(f) "Services" means work or services to be performed by Supplier for Buyer under this Order.

2. ORDER ACCEPTANCE

The supplier must accept this order by sending a proper order confirmation within seven days.

3. CONTRACTUAL CONDITIONS

Acceptance of this Order means that Supplier accepts these terms and conditions, together with any additional terms and conditions set forth in the Order, if any; excluding any contract terms proposed or submitted by Supplier. No variation or modification of this Order shall be valid unless made in writing and duly signed on behalf of the Buyer.

4. TERMS OF DELIVERY

Supplier shall deliver the Goods (as applicable) in accordance with INCO-TERMS 2020, either in full or in agreed lot sizes, during normal working hours, properly packed and marked, transportation charges and taxes paid, complete with all shipping documents as specified in the Order, to the delivery location specified in the Order. Each delivery must be marked accordingly, indicating whether it is a complete delivery or a partial delivery, as well as the lot number and contents and the autarkize order number.

5. SERVICES

Supplier shall perform the services specified in the Order in strict accordance with the specification and other requirements set forth in the Order at the time(s) and on the terms and conditions set forth herein.

6. PRICE

Unless expressly stipulated otherwise herein, the price(s) and costs stated in this order are fixed prices/costs and are valid for the duration of the order. They include all work required for the execution of the order.

If this order includes goods and services purchased on a back order basis, the order may not be filled at prices higher than those last charged or quoted by the Supplier prior to the date of this order without prior notice from the Supplier and written confirmation from the Buyer.

Prices and fees may not include VAT, which may be charged separately, but may include all taxes and duties.

7. STANDARDS AND QUALITY REQUIREMENTS

All goods and services must meet the latest technical standards and be of the highest quality. They must be delivered and performed in strict compliance with the standards and requirements specified in this order.

8. INSPECTION AND TESTS

Supplier shall inspect and test the Goods for compliance with the specifications set forth in this Order prior to delivery. Supplier shall provide Buyer with reasonable information regarding such testing and Buyer and/or a person or persons designated by Buyer shall be entitled to be present during such testing. Buyer reserves the right to inspect the Work under this Order and its progress at any time during normal business hours, and such inspection of the performance and progress of the Work shall not relieve Supplier of its responsibility and liability. Buyer shall have the right to reject any part of the Goods or Services which do not conform to the specifications set forth in the Order. The Supplier shall allow the Buyer to inspect all test and inspection certificates relating to the Goods and shall supply copies of such test and inspection certificates free of charge at the Buyer's request. Supplier shall bear all costs for the attendance of Buyer or one or more persons appointed by Buyer at tests which have to be repeated because the Goods have failed the first test(s).

9. TOOLS, MODELS, ETC.

All tools, molds, samples, casting molds, matrices and models supplied to the supplier by the purchaser or manufactured by the supplier in accordance with this order are the property of the purchaser and may not be transferred by the supplier to another person, firm or company. They may only be used by the supplier for the execution of the order, they must be kept in good condition and returned to the purchaser within one week of a corresponding request.

All drawings, documents and all information provided by the Buyer to the Supplier or created by the Supplier in accordance with this order are the property of the Buyer and are subject to copyright. They are to be treated confidentially by the Supplier and may only be used by the Supplier for the purpose of executing this order; they may not be disclosed to third parties without the prior written consent of the Buyer.

The Supplier shall be liable for damage to items referred to in this clause for as long as they are in its possession.

10. WEIGHT

For orders placed on a weight basis (e.g. castings), the weight specified in the purchase order is the recorded or estimated weight. Invoicing for such orders will be based on the actual weight using the specified price per unit weight.

11. DELIVERY

The date specified in this order for the respective delivery of the goods or completion of the services is binding. Delivery shall only be deemed to have taken place if the delivered goods are accompanied by a delivery bill in which the goods are listed in sufficient detail to allow inspection and testing after delivery. Payment shall not be due until the delivery bill(s) has/have been signed by an authorized representative of the Buyer. The signing of a delivery bill by the Buyer does not imply that the Buyer has accepted the goods in terms of quality. 

If items are delivered incorrectly, in faulty condition, before the due delivery date or in excess quantities compared to the order quantity, these can be corrected by the buyer at the supplier's expense or not sent to the supplier for early payment.

In the event of labor disputes, strikes, accidents or other unforeseen events resulting in interruption of work or delays at the Buyer's plant or facilities, delivery may be suspended at the Buyer's request for the duration of the event.

In addition to its other rights under this Contract in respect of delay by the Supplier in the delivery of Goods or completion of Services, the Buyer shall be entitled to receive or deduct liquidated damages of 1% of the Contract Price per week or part week of delay up to a maximum of 15%. A reservation of the contractual penalty upon acceptance of performance is not required.

Delayed receipt of input material shall not release the Contractor from this condition.

12. DELAY IN DELIVERY

If the delivery of goods or the completion of services is delayed for any reason, the supplier must notify the buyer within 48 hours, stating the reasons and the probable duration of the delay, and must provide accurate information on the time of availability. The Buyer may extend the delivery time specified in the Order by a reasonable period if the reason for the delay was beyond the Supplier's reasonable control or could not have been foreseen.

13. MAINTENANCE

We are entitled to set off the amounts payable by us to the supplier against amounts or liabilities owed to us by the supplier.

14. PAYMENT

The invoices must be submitted by the supplier in duplicate after delivery of the goods or completion of the services. Each invoice must include the order number and full details of the goods and services covered by the invoice, as well as all necessary supporting documents. Incorrect invoices will be returned for correction. Payments shall be made within 60 days of the end of the month in which the invoice was received.

15. STALLS

If goods or work are defective within a period of twenty-four months after commissioning or within thirty-two months after delivery to the customer or termination, whichever is the earlier, the Supplier shall, without prejudice to any other rights to which the Buyer may be entitled at law, make good such defects by repair or replacement, at the Buyer's option, at no cost to the Buyer or, if in the Buyer's opinion the work is urgent, reimburse the Buyer for the cost of any work carried out or caused to be carried out by the Buyer. The warranty period shall be extended by the time required to carry out repairs or replacement parts.

Any defects which appear in the repaired or replaced Goods within twenty-four months of repair or replacement under this Clause shall be remedied (or the cost of remedying the defects shall be reimbursed) by the Supplier in accordance with this Clause.

16. WORKING ON SITE

If the order provides for the Supplier, its employees, subcontractors or agents to carry out work at the Buyer's plant or facilities, the Supplier shall provide any drawings or information required by the Buyer to prepare the site and shall ensure that all relevant statutory rules and regulations are complied with during the period that the said persons are working on the Buyer's plant or facilities, in addition to the guidelines and regulations specified by the Buyer. It shall be the responsibility of the Supplier to inspect the relevant facilities or locations for suitability to carry out the work.

17. COMPLIANCE WITH LAWS AND SAFETY REGULATIONS

In fulfilling the order, the supplier undertakes to comply with all applicable legal and safety regulations of the country in which the goods are delivered or the services are provided and of the countries in which the goods or services are to be used. In addition to the EU directives, local laws and regulations on product safety, occupational health and safety, environmental standards and other relevant regulations must be observed. The Supplier shall provide suitable evidence or certificates of compliance with these regulations at the request of the Buyer. Unless otherwise specified in the purchase contract of autarkize , the documentation must be in German and English. Violations of this obligation entitle the purchaser to terminate the order and to claim damages.

18 INDEMNIFICATION/RESPONSIBILITY

The Supplier shall indemnify the Buyer against all liabilities incurred by the Buyer to any person or against all legal claims, demands, proceedings, damages and expenses made against or incurred by the Buyer by reason of any failure or breach of law by the Supplier in the performance of its obligations under this Order or by reason of any defect in the goods supplied or services performed under this Order.

The supplier remains responsible for the satisfactory execution of this order and for all legal consequences. If one of the supplier's contractual obligations has not been fulfilled, the supplier shall make up for this without delay. The costs incurred in this connection shall be borne by the supplier.

19. PROPERTY RIGHTS

If, according to the order, part of the price is payable before delivery, all materials allocated to the order shall immediately become the property of the Buyer. The Supplier shall mark these materials as the property of the Buyer and store them separately, but the Supplier shall bear the risk until delivery. Otherwise, the goods shall become the property of the Buyer upon delivery.

20. INTELLECTUAL PROPERTY AND OBLIGATION TO PROVIDE EVIDENCE

The Supplier guarantees that the goods and services supplied are free from third-party rights, in particular patents, trademarks, designs, copyrights or other intellectual property rights. The Supplier undertakes to provide the Buyer, upon request, with suitable evidence or certifications proving that there is no infringement of third party rights. Should claims nevertheless be asserted by third parties, the Supplier shall indemnify the Buyer against all claims, costs and damages and shall take all necessary measures to defend against such claims at its own expense.

21. TERMINATION

If the Supplier fails to fulfill any provision of this Order, the Buyer may, in addition to its other rights, immediately cancel this Order in writing. If the order is terminated under this clause, the Buyer shall have the right to procure the goods and services from another supplier and to claim from the Supplier any additional costs incurred as a result.

22. TREATMENT OF SERVICES ALREADY PAID OR RENDERED UPON TERMINATION OF THE CONTRACT

In the event of termination of the order by the Buyer in accordance with Clause 21, all services already rendered and goods delivered without defects shall be remunerated by the Buyer on a pro rata basis, provided that they are usable for the Buyer. Any advance payments already made which exceed the value of the services rendered shall be refunded by the Supplier without delay. The Buyer reserves the right to offset the costs of necessary measures required due to defects or non-fulfillment against outstanding payments or refunds.

23. DEVIATIONS

Buyer reserves the right to request changes in the goods or services to be supplied during the term of this Order, provided, however, that in the event of such requests, the appropriate modifications to the terms of this Order shall be negotiated between the parties prior to the commencement of any variations.

24TH REFUSAL

Any waiver by Buyer of any specific defect or default or failure to cancel the Order or any part thereof, which it would be entitled to do, shall not constitute a waiver by Buyer of any other provision of the Order, except to the extent that performance of such provision is expressly waived and then only with respect to the actual defect or default to which the waiver relates.

25. APPLICABLE LAW

This Order shall be governed by and construed in accordance with the laws of Buyer's country.

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