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General terms and conditions of purchase - MB-technology GmbH
(Exclusively for use by companies which perform their commercial or independent professional activities upon concluding the contract)
1. General
a) | The MB-technology GmbH, hereafter “MBtech” is active as a provider of engineering, consulting and additional services including the manufacture and sale of hardware and software for developing, testing and producing motor vehicles and motor vehicle parts. |
b) | The following terms and conditions of purchase between MBtech and the contractor, hereafter “supplier”, apply to all services where not otherwise stipulated explicitly in other agreements. |
c) | Any general terms and conditions of purchase from the supplier do not become part of the contract even not explicitly rejected by MBtech and in particular are not silently approved. |
d) | Should individual provisions of this contract be invalid or become invalid, the validity of the other provisions remains uneffected. The contractual parties shall undertake to replace the invalid provisions by valid provisions that most closely meet the economic intention of the invalid ones. |
e) | Changes and amendments to the contracts, including the waiver of written form must be made in writing as to be effective. |
f) | If framework contracts/fixed price agreements between the supplier and MBtech have been concluded, these take precedence. Where required they are supplemented by these terms and conditions of purchase. |
2. Offers and orders
a) | The supplier shall adhere exactly to the tender and shall explicitly indicate any deviations. |
b) | The offer shall be made in written form. If the supplier objects to the desired form, the objection is be submitted in writing immediately. |
c) | The offer is submitted free of charge and in no way constitutes a commitment on the part of the enquiring party. Cost estimates shall not be reimbursed. The costs for packaging, customs handling and customs duty are to be declared separately. |
d) | Should the supplier commission a sub-supplier to fulfil the contract, the supplier shall notify MBtech and receive approval from MBtech. |
3. Delivery times, delivery dates, delayed delivery
a) | The supplier bears the costs and the risks of the delivery to the location specified by MBtech. |
b) | The delivery shall include a delivery receipt in duplicate containing the order number and the order date. The delivery date specified in the order is binding. Relevant for compliance with the delivery date shall be receipt of the goods at the location specified by MBtech. |
c) | The supplier shall immediately inform MBtech in written form should circumstances arise or become apparent due to which the delivery date cannot be met. The supplier is responsible for procuring the supplies and services required for deliveries and services - even independent of negligence. |
d) | Should the supplier fail to meet the agreed delivery date, the supplier is liable in accordance with the legal requirements. In the case of a delay in delivery MBtech is entitled to demand a contractual penalty amounting to 2% of the value of the contract per week commenced, however not more than 15% of the value of the contract; MBtech reserves the right to claim continuing damages. The contract penalty is, if MBtech claims compensation for damages, credited against this. |
e) | The supplier shall immediately notify MBtech in written form regarding missing documents to be supplied by MBtech and shall set a deadline for subsequent delivery. In the case of early delivery MBtech reserves the right of return at the supplier’s expense. In the case of early delivery MBtech shall store the goods until the delivery date at the supplier’s risk and expense. |
4. Warranty, notice of defects, liability
a) | The supplier guarantees that the delivery item possesses no defects impairing its value or capability, possesses the agreed or guaranteed composition, is suitable for the application required by the contract, comply with the generally recognised laws of science and technology, the latest regulations set forth by authorities, the device and product safety laws, fulfil the respectively applicable safety requirements and comply with the work safety and accident prevention regulations. |
b) | Should the delivery item not comply with these stipulations, MBtech can choose to demand the defects be corrected or delivery of goods without defects, withdraw from the contract in accordance with legal requirements, reduce the purchase price or demand compensation for damages or lost expenses. Subsequent improvements count as failed following an unsuccessful first trial. |
c) | If the supplier has guaranteed the composition or service life of the delivery item, MBtech can thus also assert the guaranty. Any deviations from the agreed composition of the goods are relevant if individual functions of the goods can only be used in a restricted manner. |
d) | MBtech shall test the goods for any deviations in quality or quantity within a reasonable period of time. Notifications of defect pursuant to § 377 f. HGB (German Commercial Code) are explicitly waived. The statutory periods of limitation apply where not otherwise explicitly agreed. |
e) | The supplier's guaranty covers all of the parts delivered to the supplier from sub-suppliers. Should the supplier fail to promptly begin remedying defects following demand from MBtech, then MBtech has the right, in the case that danger due to delay or particular urgency exists, to perform the remedy himself or through a third party at the supplier’s expense. |
f) | In all other cases the supplier is responsible in accordance with legal regulations. |
5. Quality assurance
The supplier shall implement a quality assurance system of an adequate type and scope that complies with state-of-the-art technology and provide evidence thereof upon demand from MBtech. Where necessary the supplier shall conclude a corresponding quality assurance agreement with MBtech.
6. Right of ownership, copyright, confidentiality
The right of ownership of the supplier shall only then become an integral part of the contract if the right of ownership of the supplier expires upon payment of the agreed price and MBtech is entitled to resale and further processing within the proper course of business. A continuing right of ownership of the supplier is not accepted. MBtech reserves the right of ownership and copyright for all images, drawings, calculations and other documents provided to the supplier. These may not be made accessible to a third party without express written consent from MBtech. They are exclusively for use in manufacture arising from the order from MBtech. Following fulfilment of the order these shall to be returned to MBtech without being requested.
The supplier undertakes to keep all samples, drawings, calculations and any other documentation and information strictly confidential. They may only be disclosed to a third party with express consent. The obligation to secrecy shall also apply after this contract has been processed. It shall not expire until and insofar the manufacturing knowledge contained in the images, drawings, calculations and any other documents provided is in the public domain. The supplier is only permitted to refer to the business relationship with MBtech in informational and advertising material with express written consent from MBtech. The supplier is liable for all damages accrued by MBtech arising from a breach in these obligations.
7. Product liability
To the extent the supplier is responsible for damage to a product he shall insofar be under the obligation to indemnify MBtech upon first demand against claims for damages by third parties if the cause lies within his sphere of control and organization and he himself is liable in relation towards third parties. In this context the supplier shall also undertake to reimburse any expenses for MBtech resulting from or in connection with a recall action carried out by MBtech. MBtech shall, as far as possible and reasonable, inform the supplier regarding the content and extent of the recall action to be taken and provide the supplier with an opportunity to comment. The supplier undertakes to maintain product liability insurance with a limit of indemnity of 5 million euros per person/damage. If MBtech is entitled to more extensive damage claims, said rights shall remain unaffected.
8. Jurisdiction and applicable law
a) | The place of performance and legal venue for all claims arising from the contractual relationship is the headquarters of MBtech to the extent that the supplier is a merchant, a corporate body under public law or public separate estate. |
b) | The laws of the Federal Republic of Germany apply with the exception of the conflict of laws and the UN Convention on Contracts for the International Sale of Goods (CISG). The German wording is authoritative for the interpretation of the contract. |
