Purchasing conditions (Status 05.12.2002)
- Translation (only German text is authentic) -
The German Association of the Automotive Industry (VDA) recommends to its members the following terms and conditions for business purposes, as far as they depend as bulk purchasers on the supply of different products
N o t - b i n d i n g recommendation of the VDA of 5-12-2002
General Terms and Conditions for the purchase of production material and spare parts which are destined for the automobile
I. Determining Conditions
The legal relationship between supplier and purchaser shall be determined by the following conditions and any additional terms agreed between the contracting parties, if any. Changes and amendments to these conditions have to be made in writing. Any other general terms and conditions shall not be applicable, even if they were not rejected explicitly in any individual case.
II. Orders
- Supply contracts (order and acceptance of such order) and delivery releases as well as any changes and amendments thereof have to be made in writing. Delivery releases may also be issued by tele-communication.
- In case the supplier does not accept the order within three weeks of its receipt, the purchaser shall have the right to revoke such order. Any delivery release shall become binding if the supplier does not reject such material release within two weeks of its receipt.
- To the extent it is reasonably acceptable to the supplier, the purchaser may demand changes to be made to the goods relating to design and process. In this case the consequences, especially with respect to additional costs or reduction of costs, as well as with respect to delivery dates, are to be resolved in an appropriate and mutually agreeable manner.
III. Payment
- Payment is to be made ... In case of premature shipments, payment will be made according to the agreed delivery date.
- Payment shall be made by bank transfer or by check.
- In case of defective deliveries, the purchaser shall be entitled to withhold payment pro rata to the value until the defective goods have been replaced.
- Without previous written consent of the purchaser, which shall not be unreasonably withheld, the supplier shall not be entitled to assign his receivables to third parties or to have such receivables collected by third parties. In the event of an extended retention of title, agreement to resale is assumed to have been given.
Even if the supplier assigns his receivable against the purchaser contrary to the first sentence of paragraph 4 to a third party without the consent of the purchaser, the assignment remains valid. Regardless of the assignment the purchaser may choose whether payment is made to the supplier or the third party.
IV. Notification of Deficiencies
The purchaser shall notify the supplier in writing about any deficiencies of a shipment as soon as such deficiencies have been discovered in the course of an orderly business practice. In case the purchaser complies with the afore-stated condition the supplier hereby waives his right to reject delayed notification of deficiency.
V. Confidentiality
- The contracting parties commit themselves to deem as business secrets all commercial and technical details which come to their knowledge during the course of their business relationship unless such details are public.
- Drawings, models, patterns, samples and similar objects shall not be made available or otherwise be made accessible to unauthorized third parties. Reproduction of such objects is permitted only according to business requirements or in compliance with the laws on copyright.
- Subsuppliers shall be made to commit themselves accordingly.
- Each contracting party may use the established business relationship for advertising purposes only after having obtained previous written consent from the other party.
VI. Delivery dates and time limits
Agreed delivery dates and time limits are binding. Compliance with such dates or time limits shall be determined by the day of arrivial of the goods to be supplied at the purchaser. Unless "ex works" has been agreed, the supplier shall make the goods available in time taking into consideration the time usually necessary for loading and shipment.
