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General conditions of purchase
Version dated: July 2004 Application of the conditions of purchase The contractual relationship between the supplier and DFS Deutsche Flugsicherung GmbH (hereinafter called DFS) shall be governed by these conditions as supplementary contractual provisions of the "Conditions Concerning Contracts for Supplies and Services" (VOL Part B in its current version), on which this order and any other arrangements are based. They shall not apply to the performance of public works. The supplier's general terms and conditions shall not apply. Purchase order and acknowledgement Purchase orders as well as any amendments and supplements made to them shall be in writing. E-mails shall not be deemed legally binding, unless otherwise expressly agreed in individual cases. The supplier shall immediately send DFS a written acknowledgement of the purchase order by returning the form attached to the order. If the order or parts thereof have not been revoked by the supplier in writing within a period of three weeks after receipt of the order, the specifications of the supplies and services as well as the remaining conditions of the order shall be binding. Delivery periods Agreed dates and periods of delivery shall be binding. Partial and advance deliveries shall only be permitted with the consent of DFS. If the supplier fails to meet the delivery deadline, DFS shall – without prejudice to other legal claims – have the right to either claim delivery and damages for delayed performance or claim damages instead of performance or to cancel the contract and claim damages. The supplier shall inform DFS immediately about circumstances that may lead to delays in delivery and designate a new delivery date or a new period of delivery. The previously mentioned consequences for delayed performance shall not be revoked by naming new dates. Shipment, packing and acceptance of goods The bills of delivery shall be attached to the outside of the package and shall contain the DFS order number, item designation and number, quantities, delivery address as well as a reference to possible partial deliveries. Deliveries consisting of several packing units shall be marked as belonging together. The order number and the labelling required by DFS shall be mentioned in all pertinent documents. The items that are to be shipped shall be packed in the proper manner considering their particular nature and shall be protected against damage. DFS shall have the right to return the packing to the supplier at no additional cost to DFS. The supplier shall ensure disposal of packing in compliance with the pertinent legal provisions and ecological requirements. If the order does not require a certain mode of shipment, the most economical mode shall be chosen. Any additional costs resulting from non-compliance with the above provisions shall be borne by the supplier. Goods shall be delivered exclusively to the place of delivery and performance specified in the order. Deliveries including unloading shall only be carried out on workdays from Monday to Friday between 8:00hrs and 15:00hrs (Friday 14:00hrs), and by appointment outside of these hours. DFS shall immediately notify the supplier in writing of any defects in the delivery as soon as they have been detected within the circumstances of a regular course of business. The supplier shall thus waive his right to raise an objection for late notice of defect. Warranty The warranty period shall be 24 months after confirmation that the goods/services supplied are non-defective, unless otherwise agreed or a longer warranty period is stipulated by law. Warranty claims can be lodged beyond the warranty period if the supplier has been notified of the defects during the warranty period and the defects are not rectified within the same period. The warranty period shall exclude the time during which the good/service cannot be made available to DFS due to the supplier's warranty. The supplier shall undertake to pay all costs (especially carriage) incurred for remedying defects under a warranty. Liability The supplier shall be liable for all damages arising to DFS from any non-contractual deliveries or services performed by the supplier or from the withdrawal from the contract. The supplier shall prove that he is not responsible for causing the damage. In the case of damage caused by material deficiencies, the supplier shall be liable even without intention or negligence. If any third party makes a claim to DFS for damages, for which the supplier is at fault, the supplier shall indemnify DFS against all claims resulting from such damages. DFS shall exclusively be liable in the event of gross negligence or intent on the part of its representatives or vicarious agents. The supplier shall assure that the goods supplied are free from third-party liens. The supplier shall indemnify DFS against all liabilities arising from the fact that delivered goods or parts thereof are encumbered with third-party rights, particularly with rights regarding the protection of domestic and foreign industrial property. The execution of orders placed by DFS shall require observance of and compliance with the applicable regulations concerning accident prevention, environmental protection and job safety as well as with generally accepted rules concerning safety and occupational medicine. The supplier shall be liable for all damages resulting from the non-compliance with these and similar provisions. Prices, invoice and payment The prices given in the orders are fixed prices and shall be exclusive of value added tax but inclusive of carriage, packing and return/disposal of packing, unless otherwise agreed. Invoices shall be issued in duplicate stating order number, date of order, and quantity together with unit price and item cost. They shall be sent to the invoicing address of DFS stated in the order. In the case of partial delivery, the invoice shall contain a note to this effect. The final invoice shall be marked as such. Payment by way of cash on delivery shall not be permitted. Payment shall be effected in net terms within 30 days after receipt (receipt stamp) of all documents substantiating payment, unless otherwise specified in the order. In the case of defective goods/services, DFS shall be entitled to withhold part or all of the payment until the contract has been duly fulfilled. Payments by DFS are made with the proviso of a subsequent correction in case of later complaints. DFS shall have the right to offset existing claims against claims the supplier may have against DFS itself or an enterprise in which DFS holds a stake of at least 50 per cent. Passing of risk In the case of deliveries, the place of performance is at the place of destination of the delivery. The risk shall pass to DFS at the time of taking delivery at the place of destination; in the case of deliveries involving build-up work, the risk shall pass to DFS at the time of acceptance. Retention of title The reservation of proprietary rights shall only be binding if laid down separately in writing. Technical documents Technical documents (specifications, instruction manuals etc.) shall be considered as part of the supplies and shall be included in the shipment in the form of at least one copy per device or object delivered. DFS shall also have the right to obtain free of charge documents required for the maintenance and repair of the goods delivered. Privacy protection In accordance with the regulations of the German Data Protection Act, DFS herewith informs the supplier that DFS itself or affiliated companies if necessary may store personal data concerning the supplier which are acquired within the scope of the contractual relationship. Confidentiality The supplier shall undertake to treat confidentially for an unlimited period of time all information obtained from the contractual relationship which pertains to DFS and to which the public has no access. Applicable law, place of jurisdiction The legal relations between DFS and the supplier shall be subject to the law of the Federal Republic of Germany. The place of jurisdiction shall be the court responsible for the DFS headquarters. The United Nations Convention on Contracts for the International Sale of Goods dated 11 April 1980 shall not apply. If parts of the contract should be or become void, the validity of the remaining parts of the contract shall not be affected. The contracting partners shall undertake to replace the invalid regulation by a provision that comes closest to the invalid regulation in line with the economy-of-effort principle.
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