Terms of purchase
Terms of purchase of Allied Vision Technologies GmbH
I. General information
The terms of purchase of Allied Vision Technologies GmbH shall apply exclusively; terms and conditions of the supplier which oppose or deviate from these terms and conditions shall not be recognized unless Allied Vision Technologies GmbH had expressly approved their applicability in writing.
The terms of purchase of Allied Vision Technologies GmbH shall also apply if the supplier’s delivery is accepted without reservation with the knowledge of terms and conditions of the supplier which oppose or deviate from the terms of purchase of Allied Vision Technologies GmbH.
All correspondence must include a reference number (e.g. order number) of Allied Vision Technologies GmbH.
II. Offer
Offers are free of charge and do not establish any obligations for Allied Vision Technologies GmbH.
The provider must adhere to the inquiry in the offer. If the provider has a solution which is better from a technical point of view or more reasonable in financial terms compared with the technical inquiry, he shall also offer this to Allied Vision Technologies GmbH.
III. Order
Only orders and changes to orders placed or submitted in writing by the purchasing department of Allied Vision Technologies GmbH are binding; orders placed verbally require a written confirmation by Allied Vision Technologies GmbH.
Each order of Allied Vision Technologies GmbH is to be confirmed immediately with details of the order number, the material numbers of Allied Vision Technologies GmbH, the price as well as the delivery time and express reference is to be made to deviations compared with the order of Allied Vision Technologies GmbH. If no prices are stated in the order the current list prices shall apply with the customary deductions of the supplier. If the supplier does not accept the order within two weeks from receipt, Allied Vision Technologies GmbH shall be entitled to revoke the order. Release orders within the framework of an order and release order plan shall become binding if the supplier does not object within two workdays from receipt.
IV. Delivery time
The agreed delivery dates or delivery deadlines are binding and thus to be observed by the supplier. The delivery deadlines shall begin to apply from the order date. Decisive for the observance of the delivery date or the delivery period is the receipt of the goods at the point of receipt or use as stated by Allied Vision Technologies GmbH or with the timely and successful acceptance. As soon as the supplier determines that he cannot, partially cannot satisfy or cannot satisfy on time his contractual duties, he must inform Allied Vision Technologies GmbH thereof immediately in writing – irrespective of the cause of the delay – by stating the reasons and the expected duration of the delay. In case of default, Allied Vision Technologies GmbH reserves the right, irrespective of further claims for damages, to request a conventional penalty of 1 % of the order value per started workday, a maximum however of 5 % of the order value.
The reservation of the conventional penalty according to § 341 BGB [Civil Code] can still be exercised by Allied Vision Technologies GmbH until the final payment of the underlying order.
V. Passing of risk
The supplier shall bear the risk of deterioration or accidental loss until the delivered object is handed over to Allied Vision Technologies GmbH or the recipient named by Allied Vision Technologies GmbH.
VI. Quality assurance
The supplier guarantees that the objects to be delivered and services provided comply with the samples approved by Allied Vision Technologies GmbH, the relevant standards (DIN standards, EC standards, etc.) as well as all safety regulations. The same applies to the performance data and other properties contained in the supplier’s order confirmation. The supplier shall also be responsible for ensuring that dimensions, weights, productions based on drawings correspond with the contents of the orders. The supplier thus undertakes to deliver the delivered object free of defects of quality and title.
The supplier must constantly orientate the quality of his products to state-of-the-art technology and inform the customer of improvements and any technical optimization.
The supplier must install and maintain a quality assurance system which corresponds with state-of-the-art technology. He shall prepare records in particular concerning quality inspections and make these available to the customer upon request. The supplier hereby grants his consent for the execution of quality capability assessments by the customer and/or its clients.
VII. Inspections
Allied Vision Technologies GmbH reserves the right to carry out a quality capability assessment at regular intervals.
In case of agreed inspections the supplier shall inform that he is ready for an inspection at least one week in advance and make a binding inspection date with Allied Vision Technologies GmbH. The supplier shall bear his incurred material and personnel costs for the inspection, Allied Vision Technologies GmbH shall bear its material and personnel costs.
If the intended object is not ready for inspection by this date all costs shall be borne by the supplier insofar as he is responsible for the delay. The supplier shall bear all incurred costs if defects require further or repeated inspections.
The supplier shall solely bear the costs for the material certificates of the primary materials. The scope of delivery includes materials and test certificates and these must be available at the time of delivery.
The contractual duties concerning the faultless delivery of the supplier shall not be affected by the inspection.
VIII. Warranty claims
The supplier guarantees that the delivered object is free of defects of quality and title,satisfies the conditions stated in the order, complies with the generally recognized rules of technology, the applicable official and statutory regulations, the respective applicable requirements from safety technology and the labor protection and accident prevention regulations. The supplier’s obligation to deliver a faultless object shall also cover the parts and services procured from sub-suppliers.
Insofar as the deliveries are faulty, Allied Vision Technologies GmbH is entitled to all contractual and statutory claims for defects and damages, which may not be limited by the supplier whatsoever. The goods are accepted subject to an inspection to ensure that they are free of defects insofar and as soon as this is possible according to proper business procedures. Allied Vision Technologies GmbH shall report defects immediately after they are discovered. Insofar the supplier waives the objection of delayed notification of defects.
Warranty claims shall become statute-barred after thirty-six months unless the contractual partners have agreed another statute of limitations or longer statute of limitation periods apply by law. The statute of limitations shall begin when the risk is passed (delivery or acceptance in case of work services). In case of replacement deliveries or other remedy of defects the warranty period shall begin to apply from the beginning unless the supplier has expressly and correctly reserved that he only makes the replacement delivery as a gesture of goodwill with the subsequent performance.
In case of justified warranty claims the supplier shall bear all incurred costs (in particular transport costs, route costs, labor costs, material costs, etc.) for Allied Vision Technologies GmbH.
The supplier shall also indemnify us from possible existing claims of third parties in case of defects of title unless he is not responsible for the defect of title.
IX. Documents secrecy
The supplier must consider the inquiry, order, delivery or service to be a business secret and thus treat these confidentially.
All details and documents which are made available to the supplier for preparing the offer, blueprint, production, etc., as well as the documents prepared by the supplier according to the special details of Allied Vision Technologies GmbH shall remain the property of Allied Vision Technologies GmbH and may not be used for other purposes, reproduced or made accessible to third parties by the supplier. Upon request of Allied Vision Technologies GmbH these shall be handed over with all copies. If no order is placed the provider shall hand over all provided documents to Allied Vision Technologies GmbH immediately without request.
X. Provided materials
Provided materials shall remain the property of Allied Vision Technologies GmbH and are to be stored separately by the supplier and only used for the order of Allied Vision Technologies GmbH. The supplier shall be liable for damages or losses. All provided parts are to be sufficiently insured by the supplier with liability insurance.
The material shall be processed or converted by order of Allied Vision Technologies GmbH. It shall in any case become the owner of the newly produced objects. In case third party materials are processed with the materials Allied Vision Technologies GmbH shall acquire co-ownership.
XI. Tools
Forms, tools, reproductions, plans, samples, recipes, etc., which are produced at the costs of Allied Vision Technologies GmbH and have been paid for and are handed over to the supplier by Allied Vision Technologies GmbH AG, shall pass to or remain the property and possession of Allied Vision Technologies GmbH at the time of production. They are to be stored, serviced, maintained and protected by the supplier free of charge.
Upon request they are to be handed over to Allied Vision Technologies GmbH without the assertion of rights of retention.
XII. Shipment regulations
A delivery note must always be included with the delivery of the object. The order number must be entered in full in all shipment documents.
Insofar as not otherwise agreed the supplier shall ensure the shipment and choose the most reasonable and most suitable transport possibility in this respect. No transport insurance is to be taken out in case of the delivery clause EXW (ex works).
The supplier shall pack, mark and ship hazardous products according to the relevant national and international regulations.
XIII. lncoterms
Customary clauses are to be interpreted according to the respective actual lncoterms (International Commercial Terms).
XIV. Invoice and payment
Invoices must correspond with the order regarding the sequence of the positions and prices by stating the position numbers and can only be sent after the whole delivery. Invoices may not be included with the shipment.
Terms of payment shall begin to apply from receipt of invoice. Should the goods not be received until after the invoice has been received, the term of payment shall begin to apply from receipt of the goods. Invoices which are not submitted properly, i.e. not faultless, not complete and verifiable shall only be deemed as received at Allied Vision Technologies GmbH from the date of a correct invoice.
Insofar as certificates concerning material inspections have been agreed they shall form an essential part of the delivery/service and are to be sent to Allied Vision Technologies GmbH together with the invoice.
However, they must be submitted to Allied Vision Technologies GmbH no later than 14 days after receipt of the invoice.
The payment is made subject to quality and determination accuracy of the delivery or service. In case of complaints of defects, Allied Vision Technologies GmbH shall be entitled to suspend payment of the invoice to a reasonable amount until full clarification and to deduct a cash discount still after this period of time.
The payment does not mean any recognition of conditions and prices and has no influence on the supplier’s guarantee.
Insofar as not otherwise agreed the payment is made subject to the accuracy of the invoicing within 14 days with 2 % cash discount or within 30 days net.
XV. Advertising
The supplier may only make reference to the existing business relationship with the written consent of Allied Vision Technologies GmbH.
XVI. Assignment
The supplier can only assign his contractual duties to third parties with the written consent of Allied Vision Technologies GmbH.
XVII. Applicable law and place of jurisdiction
The contractual relationship is subject to the law of the Federal Republic of Germany. The applicability of the UN convention concerning the international sale of goods is excluded.
Place of jurisdiction is Jena
XVIII. Period of validity
These terms of purchase shall apply until they are replaced by new terms.
XIX. Escape clause
Should individual provisions in the business terms of Allied Vision Technologies GmbH or a provision in addendums be or become invalid this shall have no effect on the validity of the other provisions. The invalid provision shall be replaced by a regulation which shall as far as possible satisfy the original intention of the parties.
Stadtroda, August 22nd, 2007
