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General purchasing conditions

General Purchasing Conditions of PAWLAK Automotive Folientechnik & Folienengineering GmbH

(As of September 2013)

§ 1: Scope

These purchasing conditions apply exclusively. Differing or contrary terms and conditions shall not be recognised by PAWLAK Automotive Folientechnik & Folienengineering GmbH unless we have expressly agreed to them in writing.
These Purchasing Conditions shall also apply to all future transactions between the parties even if we unconditionally accept delivery despite our knowledge of differing or contrary terms.
These General Purchasing Conditions apply only to entrepreneurs, legal entities under public law or special funds under public law within the meaning of § 310, Para. 1 of the German Civil Code (BGB).
These General Purchasing Conditions apply to the acquisition of products and services of all kinds.

§ 2: Conclusion of contract

If the supplier does not accept the order in writing within 10 working days of receipt, PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to revoke. An order within the meaning of these Purchasing Conditions is any written request from PAWLAK Automotive Folientechnik & Folienengineering GmbH to the supplier to provide a product or service.
Only orders issued in writing are legally binding. Orders issued verbally or by telephone require subsequent written confirmation to be legally valid. This also applies to verbal agreements and amendments to the contract. Orders and delivery schedules as well as their alterations and additions may be made by remote data transmission by prior agreement.
Remuneration for visits, the preparation of quotations, project work or similar will not be granted if remuneration has not been expressly agreed or there is a peremptory legal entitlement.
PAWLAK Automotive Folientechnik & Folienengineering GmbH can require changes to the delivery item with regard to design and execution at any time, even after conclusion of the contract. The supplier is obligated to carry out such changes without delay provided the change is reasonable. If the change results in greater or lesser costs, or if an adjustment of the delivery deadline is necessary, the parties shall agree on this amicably as appropriate.

§ 3: Prices, payment

The agreed prices are fixed and represent the total price for the manufacture and supply of the products including all ancillary services. Unless expressly agreed otherwise, the price is for free delivery including the respective statutory VAT and including cost of packaging and customs (DDP PAWLAK Automotive Folientechnik & Folienengineering GmbH, 29525 Uelzen in accordance with Incoterms 2010).
The purchase price is payable within 30 days of proper invoicing. Upon payment within 10 days of proper invoicing, PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to deduct a 3% discount.
The delivery period for deliveries “ex works” is complied with if the delivery item has been separated out and is ready for dispatch, and the customer is notified of this within the agreed time limit. For a delivery purchase, the delivery period is complied with if the delivery item is handed over to the forwarder or was ready for handover to the forwarder within the agreed period and could not be handed over through no fault of ours.

§ 4: Offsetting, retention

Our delivery shall be determined to be in default in accordance with the statutory provisions; in any case, however, a reminder by the customer is required.
PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to offsetting and retention rights in their full legal extent.

§ 5: Delivery, shipping, force majeure

All delivery dates stated in the order or otherwise agreed are binding.
The supplier may only invoke the absence of necessary documents or information to be supplied by PAWLAK Automotive Folientechnik & Folienengineering GmbH if it has sent a written request to PAWLAK Automotive Folientechnik & Folienengineering GmbH for the transfer of the documents and has not received them within a reasonable period of time.
Delivery notes, bills of lading and all correspondence must include the PAWLAK Automotive Folientechnik & Folienengineering GmbH order number. Each delivery must be accompanied by a factory test certificate. Offers must include the request number.
The seller is obliged to inform PAWLAK Automotive Folientechnik & Folienengineering GmbH immediately of any impending or actual non-compliance with a delivery deadline, its causes and the forecast length of the delay. The occurrence of a delivery default remains unaffected by this.
In the case of a delivery default, PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to all legal claims.
Force majeure exempts the contracting parties from their performance obligations for the duration of the disruption plus any necessary and appropriate restart period to the extent of its impact. Within reasonable limits, the contract partners are obligated to provide the required information on the existence, nature and expected duration of the disruption without delay, and to adjust their obligations to the changed circumstances in good faith. PAWLAK Automotive Folientechnik & Folienengineering GmbH is relieved, in whole or in part, of the obligation to accept the ordered delivery/service. Unless the transaction is relatively fixed, PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to withdraw from the unfulfilled part of the contract if the delay lasts longer than 2 weeks.

§ 6: Transfer of risk, transfer of ownership

The risk of accidental loss or accidental deterioration of the goods is transferred to PAWLAK Automotive Folientechnik & Folienengineering GmbH upon the proper and complete free delivery to the stated destination.
Ownership of the products is transferred to PAWLAK Automotive Folientechnik & Folienengineering GmbH at the latest upon payment. A prolonged or extended retention of title is not part of the contract.

§ 7: Quality assurance, incoming-goods inspection

The supplier must implement quality assurance of an appropriate nature and scope in accordance with the latest state of the art, and must prove this to PAWLAK Automotive Folientechnik & Folienengineering GmbH upon request. The supplier shall enter into an appropriate quality-assurance agreement with PAWLAK Automotive Folientechnik & Folienengineering GmbH if PAWLAK Automotive Folientechnik & Folienengineering GmbH considers this to be necessary.
PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to conduct – or to have third parties conduct – audits at the contractor’s location after prior notification and during normal business hours.
The supplier must retain all documents related to the delivery item – in particular quality data/records, test reports, analyses, process data and all information necessary for process tracking – for at least 15 years from the last delivery of a delivery item to PAWLAK Automotive Folientechnik & Folienengineering GmbH, and to make them available for inspection by PAWLAK Automotive Folientechnik & Folienengineering GmbH upon request. Unless the parties have entered into a quality-assurance agreement, the inspection obligation of PAWLAK Automotive Folientechnik & Folienengineering GmbH shall be limited to a check of the quantity and identity of the delivery item and a check for visible signs of damage. PAWLAK Automotive Folientechnik & Folienengineering GmbH must notify the supplier of defects identified in this inspection. The notification is deemed to be in good time if received by the supplier within a period of two weeks after delivery of the goods or, for latent defects, from their discovery or the notification of PAWLAK Automotive Folientechnik & Folienengineering GmbH by the customer. 

If the parties have not entered into a quality-assurance agreement, PAWLAK Automotive Folientechnik & Folienengineering GmbH is obligated to inspect the goods for defects within a reasonable period. PAWLAK Automotive Folientechnik & Folienengineering GmbH must notify the supplier of defects identified. The notification is deemed to be in good time if received by the supplier within a period of two weeks after delivery of the goods or, for latent defects, from their discovery or the notification of PAWLAK Automotive Folientechnik & Folienengineering GmbH by the customer.

§ 8: Liability for material defect, warranty

PAWLAK Automotive Folientechnik & Folienengineering GmbH has unlimited statutory warranty rights. In particular, PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled, at the option of PAWLAK Automotive Folientechnik & Folienengineering GmbH, to require the elimination of the defect or delivery of a defect-free item, or compensation for damages.
The existence of a defect shall be determined in accordance with the provisions of the German Civil Code. Compliance with test requirements as well as any approvals by PAWLAK Automotive Folientechnik & Folienengineering GmbH and/or its customer do not exempt the supplier from the obligation to deliver flawless products.
In the event of imminent danger, PAWLAK Automotive Folientechnik & Folienengineering GmbH itself is entitled to undertake remedial measures, after appropriate notification of the supplier, at the expense of the supplier.
Liability for defects begins with the complete delivery of the scope of delivery and service (also for capital goods and machinery) or, if an acceptance procedure has been agreed, upon acceptance.
The limitation period for warranty claims is 36 months from the transfer of risk.

§ 9: Liability for legal defects

The supplier guarantees that the goods are supplied free of third-party rights and that no third-party rights are infringed by the delivery. The supplier shall indemnify PAWLAK Automotive Folientechnik & Folienengineering GmbH against any third-party claims in this respect on first request.
Claims for legal defects shall expire in accordance with § 8 (5).

§ 10: Liability, product liability, recall

Unless otherwise regulated in the Purchasing Conditions, the supplier shall be liable in accordance with the statutory regulations. If third parties make claims against PAWLAK Automotive Folientechnik & Folienengineering GmbH for damages for which the supplier is liable in accordance with these Purchasing Conditions or the law, the supplier must indemnify PAWLAK Automotive Folientechnik & Folienengineering GmbH against these claims.
If claims are made against PAWLAK Automotive Folientechnik & Folienengineering GmbH due to a violation of official safety regulations or due to national or international product-liability regulations or laws because of a defect in the product that is attributable to the supplier’s product, then PAWLAK Automotive Folientechnik & Folienengineering GmbH is entitled to demand compensation for such damage from the supplier to the extent that it was caused by the products supplied by the latter.
The supplier is liable for danger- or damage-averting actions by PAWLAK Automotive Folientechnik & Folienengineering GmbH, the customer of PAWLAK Automotive Folientechnik & Folienengineering GmbH or other third parties, provided these measures are based on a defectiveness of the product supplied by the supplier or any other breach of duty by the supplier.
The supplier will, in good faith, participate appropriately in voluntary customer-service measures or other field measures undertaken by PAWLAK Automotive Folientechnik & Folienengineering GmbH, the PAWLAK Automotive Folientechnik & Folienengineering GmbH customer or other third parties.
After reaching an understanding with us, the customer must give us the necessary time and opportunity to perform all work that seems necessary to us for a remedy; otherwise, we shall be released from liability for the consequences thereof. The customer has the right to eliminate the defect itself or by the agency of a third party, and to demand reimbursement of the necessary expenses from us, only in urgent cases of a risk to operational safety or to prevent disproportionately severe damage.

§ 11: Materials provided/tools

If PAWLAK Automotive Folientechnik & Folienengineering GmbH provides the supplier with material or parts, these remain the property of PAWLAK Automotive Folientechnik & Folienengineering GmbH. Processing, mixing or combination by the supplier is undertaken for PAWLAK Automotive Folientechnik & Folienengineering GmbH as the manufacturer within the meaning of § 950 of the German Civil Code (BGB). If, upon processing, mixing or combination with objects of third parties, the property rights of such third parties persist, PAWLAK Automotive Folientechnik & Folienengineering GmbH acquires joint ownership of the new object in the ratio of the value of the object provided to the other matters at the time of the processing, mixing or combination.
Production and test equipment provided by PAWLAK Automotive Folientechnik & Folienengineering GmbH or paid for (directly or through amortisation) by PAWLAK Automotive Folientechnik & Folienengineering GmbH, including accessories and documentation, become or remain the property of PAWLAK Automotive Folientechnik & Folienengineering GmbH and are to be identified as such or, if applicable, as property of the customer of PAWLAK Automotive Folientechnik & Folienengineering GmbH. These are transferred to the supplier on loan and can be recalled at any time.
The objects mentioned under § 11 (1) and § 11 (2) may only be used for the manufacture of products for PAWLAK Automotive Folientechnik & Folienengineering GmbH and are to be kept in a good condition at the expense of the supplier.
Furthermore, the objects mentioned above must, if necessary, be replaced at the expense of the supplier if the output quantity agreed or to be expected in good faith is not met.
The supplier bears the risk for the above-mentioned items as long as they are in its custody and will insure their replacement value appropriately. The supplier hereby assigns all claims for compensation arising from this insurance to PAWLAK Automotive Folientechnik & Folienengineering GmbH. PAWLAK Automotive Folientechnik & Folienengineering GmbH accepts the assignment. A right to the retention of these objects by the supplier is excluded.

§ 12: Spare parts

The supplier undertakes to ensure a supply of spare parts during the series production of PAWLAK Automotive Folientechnik & Folienengineering GmbH products whereby the delivery item is used, as well as for a further 15 (fifteen) years after the end of series production.
Promptly before the expiry of these 15 (fifteen) years, the supplier will make enquiries to PAWLAK Automotive Folientechnik & Folienengineering GmbH and, in response to the latter’s respective request, provide a summarised replacement requirement as a residual stock quantity.




§ 13: Insurance

The supplier is obligated to ensure appropriate insurance cover in respect of its obligations and to demonstrate this at any time at the request of PAWLAK Automotive Folientechnik & Folienengineering GmbH.




§ 14: Laws, regulations

The supplier undertakes to provide all deliveries and services in accordance with the state of the art and the applicable regulations and guidelines of authorities, professional associations and trade associations.
If deviations from these requirements are necessary in individual cases, the supplier must obtain a written consent for this purpose. The warranty obligation of the supplier is not restricted by this consent.
If the supplier has concerns regarding the form of execution required by PAWLAK Automotive Folientechnik & Folienengineering GmbH, the supplier must inform PAWLAK Automotive Folientechnik & Folienengineering GmbH of this immediately in writing.
The supplier undertakes to comply with applicable statutory regulations regarding the products and their manufacture, in particular the requirements for chemicals/substances or other environmental requirements.




§ 15: Confidentiality, reservation of rights

The supplier undertakes to treat as confidential all commercial or technical details that are not common knowledge and that it becomes aware of through the business relationship, not to disclose them to third parties without the permission of PAWLAK Automotive Folientechnik & Folienengineering GmbH, and to use them only for the purpose for which they were disclosed. Subcontracted suppliers must be obligated accordingly.
PAWLAK Automotive Folientechnik & Folienengineering GmbH reserves all property rights and copyrights for all samples, drawings, sketches and other information, both tangible and intangible in nature, that it makes available. They are to be used exclusively for the orders of PAWLAK Automotive Folientechnik & Folienengineering GmbH.





§ 16: Miscellaneous

Should individual parts of these Purchasing Conditions be legally invalid, this shall not impair the validity of the remaining provisions. The same shall apply if the contract contains a regulatory lacuna. To overcome a regulatory lacuna, such effective regulations shall be deemed to apply as the parties would have agreed for the commercial purpose of the contract had they recognised the regulatory lacuna.
If the financial assets of the supplier deteriorate significantly after the contract is concluded, or an application is filed to open insolvency proceedings or comparable proceedings against the assets of the supplier, PAWLAK Automotive Folientechnik & Folienengineering GmbH can withdraw from the contract if it has not yet been fulfilled, or give notice of termination.
Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be the shipping address or place of use required by PAWLAK Automotive Folientechnik & Folienengineering GmbH.

(As of September 2013)