General purchasing conditions

Our general purchasing conditions

The following conditions apply to our investments, unless something has been expressly agreed in writing. The supplier’s conditions and deviations in the order confirmation only apply if they are expressly acknowledged by us in writing. General terms and conditions of the supplier that are not recognized in writing are hereby expressly rejected. Verbal orders and agreements require our written confirmation to be valid.

Drawings, drafts, samples, manufacturing instructions, etc. that we have provided to the supplier or that are specially manufactured or procured by the supplier remain our property and may not be used, reproduced, passed on, sold or pledged for purposes not agreed upon, or made available to third parties be made. It may also not be used to produce products for third parties.

The prices are exclusive of sales tax. The prices are fixed prices and apply free to the receiving point specified by us. Packaging costs will only be reimbursed separately if this has been expressly agreed. They must be credited to us if the packaging is returned freight-free.

Invoices must be issued separately for each order in duplicate immediately after the goods have been dispatched, stating our order number. The sales tax must be shown separately on the invoice. Invoices that have not been drawn up properly are deemed not to have been issued.

Payment is due on the 30th of the month following delivery. If the goods arrive after the invoice, the period begins with receipt of the goods. We are entitled to settle accounts that are due or old.

The assignment of claims against us is only effective with our written consent.

All shipments must be accompanied by a delivery note stating our order and drawing number per packing unit. The delivery note must also contain information about gross and net weight. In the case of partial deliveries, the remaining quantity still to be delivered must be stated. In addition, a shipping notice must be sent to us by separate mail.

The delivery times or dates stated in our order are binding and apply to the receiving point. The statutory provisions apply to the requirements and legal consequences of default. We are entitled to refuse acceptance of goods that are delivered before the delivery date specified in the order and to return the goods delivered early at the supplier’s expense and risk or to store them with third parties. If we are prevented from accepting the deliveries due to circumstances that we cannot prevent despite taking reasonable care (operational disruption, strike, lockout), the acceptance date will be postponed by the duration of the hindrance. If acceptance is not possible for longer than 6 months due to the circumstances listed above, we are entitled to withdraw from the contract without any claims being asserted against us.

The supplier guarantees that the goods correspond to our drawings, specifications and other information such as standards and other technical documents and that we check them for this before shipping. At the purchaser’s request, the supplier will create a work or test certificate in accordance with DIN 50 049. The goods and the packaging must in any case comply with the generally recognized rules of technology as well as the occupational safety and accident prevention regulations, as set out in particular in DIN standards, UVV regulations, VDE regulations, other recognized technical regulations and the EU directives as well as the relevant environmental protection regulations are laid down. Unless otherwise agreed, the quantities, dimensions, weights and quality features determined during the incoming inspection in our company are decisive. The supplier waives the objection to late notification of identified defects. Before the first series delivery is made, quality samples in terms of shape, dimensions and material must always be made available to our quality control purchasing department in accordance with the VDA publication “Initial Sample Testing” (published by the Association of the Automotive Industry e.V.). Special conditions apply to parts that require documentation (marked with a capital “D” on the drawing, in the specifications and standards) and which serve to ensure active and passive safety on the motor vehicle and are included directly with every order. In the event of a complaint, we reserve the right to charge the costs for checking the replacement delivery.

Notification of defects: The purchaser must immediately notify the supplier in writing of defects in the delivery as soon as they are discovered in the normal course of business. In this respect, the supplier waives the objection of late notification of defects.

Confidentiality: a) The contractual partners undertake to treat all non-obvious commercial and technical details that become known to them through the business relationship as business secrets. b) Drawings, models, templates, samples and similar objects may not be left or otherwise made accessible to unauthorized third parties. The reproduction of such items is only permitted within the scope of operational requirements and copyright regulations. c) Subcontractors must be obliged accordingly. d) The contractual partners may only advertise their business relationship with prior written consent.

Quality and documentation: a) The supplier must comply with the recognized rules of technology, safety regulations and the agreed technical data for his deliveries. Changes to the delivery item require the prior written consent of the purchaser. Please refer to the relevant VDS documents for initial sample testing. Only after the customer has accepted the samples can series delivery begin. Regardless of this, the supplier must check the quality of the delivery items. The contractual partners will inform each other about the possibilities of improving quality. b) If the type and scope of the tests as well as the testing equipment and methods are not firmly agreed between the supplier and the customer, the customer is prepared, at the supplier’s request, to discuss the tests with him within the scope of his knowledge, experience and possibilities in order to do so to determine the required level of testing technology in each case. In addition, the purchaser will inform the supplier about the relevant safety regulations upon request. c) For motor vehicle parts that are specifically marked in the technical documents or by separate agreement, for example with “D”, the supplier must also record in special records when, in what way and by whom the delivery items were checked with regard to the characteristics requiring documentation and what results the required quality tests produced. The test documents must be kept for ten years and presented to the purchaser if necessary. The supplier must oblige upstream suppliers to the same extent within the scope of the legal possibilities.

Liability for defects: If defective goods are delivered, the purchaser can, if the respective legal requirements and the requirements listed below are met and unless otherwise agreed, demand the following: a) Before the start of production (processing or installation), the purchaser must first give the supplier the opportunity to Sorting out and rectifying defects or subsequent (replacement) delivery, unless this is unreasonable for the customer. If the supplier cannot do this or does not do so immediately, the purchaser can withdraw from the contract without setting a further deadline and return the goods at the risk of the supplier. In urgent cases, after consultation with the supplier, he can remedy the defect himself or have it carried out by a third party. The supplier bears any costs incurred as a result. If the same goods are repeatedly delivered with defects, the purchaser is entitled to withdraw from the contract after a written warning in the event of another defective delivery, even for the unfulfilled scope of delivery. b) In the event of a culpable breach of duty that goes beyond the delivery of defective goods (e.g. in the case of an obligation to provide information, advice or inspection), the purchaser can demand compensation for the consequential damage resulting from the defect as well as the consequential damage reimbursed by the purchaser to his customer in accordance with the law in accordance with Section 12. Consequential damage caused by defects is the damage that the purchaser has suffered to legal objects other than the goods themselves as a result of the delivery of defective goods.

Claims arising from liability for defects expire 3 years after handover, unless the law provides for longer limitation periods. The parts to be replaced must be made available to the supplier immediately upon request and at the purchaser’s expense.

Quality agreement: Brüninghaus & Drissner GmbH fundamentally demands a zero-defect strategy. In addition to the delivery contractual provisions regarding defects and other liability claims, if errors occur, the supplier must agree in writing on a quality improvement program with the responsible quality assurance department. Unless there is a written agreement, the supplier is obliged to halve the error annually.

The supplier is responsible to Brüninghaus & Drissner GmbH for the delivered quality of the component/module/system. He controls and coordinates subcontractors in the manufacturing and supply chain. He will ensure through appropriate contractual regulations that the documents applicable in the relationship between Brüninghaus & Drissner GmbH and the supplier are also taken into account in the relationship with the sub-suppliers in the manufacturing and supply chain.

The supplier provides a warranty for a period of two years after acceptance; the period begins no later than 4 weeks after receipt of the goods. In urgent cases, without prejudice to our other claims, we are entitled, after notifying the supplier, to remedy defects ourselves at the supplier’s expense and risk; This also applies to the defects identified during the inspection in point 9. In any case, the supplier must bear all additional costs, in particular transport, installation and dismantling costs.

Industrial property rights: The supplier guarantees that we do not violate any industrial property rights through the resale, use or installation of the delivered products and will indemnify us in the event of third-party claims for damages. If necessary, the supplier must provide us with legal advice or, at our request, enter into any legal disputes at his own expense.

The place of performance is the receiving point specified by us. Düsseldorf is agreed as the place of jurisdiction, even in the event that the supplier’s registered office is not known, is located abroad or is relocated there. Otherwise, the law of the Federal Republic of Germany applies. The uniform laws on the international purchase of movable property and the conclusion of international purchase contracts for movable property do not apply.

After the order has been completed, the production materials we have provided must be returned without request. We can demand the return of the tools manufactured for us if the supplier is unable to deliver the quantities technically possible with the tools or devices, either due to a lack of capacity or for other reasons. If we have paid the tool costs or parts of the tool costs, these must be amortized at 5% of the net invoice value until they are completely repaid.

Persons who carry out work within our company in fulfillment of the delivery contract are subject to the provisions of our company regulations; The existing regulations for entering and leaving our property must be adhered to. We assume no liability for any accidents that occur to these people on our property or in our home