General Terms of Purchase of the Reutter-Group
These terms and conditions of purchase describe the binding framework to which the purchases of production material, spare parts and immediate means of manufacturing are subject. They apply in general for all business of SUPPLIERS with any of the companies belonging to Reutter Group.
Companies of Reutter Group
Reutter GmbH Leutenbach (DE); Reutter G.m.b.H., St. Johann, (Aut); Reutter SK sro (SK); Reutter LLC (USA); Reutter S. de. RL (MEXICO) and Jost Automotive GmbH Leutenbach (DE). In the following the respective company contracting with a SUPPLIER
will be called “Reutter Group”.
Terms and conditions of purchase for production material, spare parts and immediate manufacturing means for products of the automotive sector for companies of Reutter Group. The terms and conditions of purchase are applicable to companies according
to §310 section 1 BGB (German Civil Code) and to corporate bodies under public law.
1 General terms and scope
1.1The legal relation between the SUPPLIER and Reutter Group will always comply with these General Terms and Conditions of Purchase (“Terms of Purchase”) and possible other agreements
1.2 These Terms of Purchase apply exclusively. Contravening or others than the given Terms of Purchase are inoperative unless Reutter Group agreed to their validity in writing. These Terms of Purchase also apply, if Reutter Group knew of the SUPPLIER´s contravening or differing conditions, but nevertheless accepted and paid for the delivery without reservation.
1.3 These Terms of Purchase also apply to all future orders by Reutter Group until Reutter Group issues new Terms of Purchase. Reutter Group need not refer to this clause with every order.
2 Conclusion of contract (orders and acceptance) and contract amendments
2.1 Supply contracts (orders and acceptance), delivery schedules and other legal transactions between Reutter Group and the SUPPLIER , as well as their alterations and amendments need to be made in writing. Orders and their releases
may also be also be transmitted by electronic data transfer.
2.2 Verbal agreements before, during or after conclusion of contract, in particular ex post alterations or amendments of these Terms of Purchase (including the alteration of this “in writing” clause) as well as subsidiary agreements of any kind are, to take effect, subject to the written confirmation of Reutter Group.
2.3 Cost estimates by the SUPPLIER are legally binding and will not be reimbursed by Reutter Group, unless otherwise agreed upon in written form. Samples (if not prototypes) can at most be charged at the price of serial parts (bulk price).
2.4 If the SUPPLIER does not accept Reutter Group´s order within 4 (four) days of receiving it, Reutter Group reserve the right to cancel the order. In case of acceptance the SUPPLIER will sign the last page of Reutter Group´s order as confirmation.
2.5 To an extent reasonably acceptable for the SUPPLIER, Reutter Group may demand modifications to the delivered product with regard to its construction and execution. The consequences of these modifications (higher or lower costs and delivery schedule etc.) must be resolved appropriately and with the consent of both parties. Prior to all modifications by the SUPPLIER Reutter Group must approve of same in written form.
2.6 Reutter Group reserve the right to demand at any time, without giving reasons, from the SUPPLIER to stop an ongoing production, and also to change dates stipulated by contract and to demand the resumption of the production after being told to do so by Reutter Group´s declaration. In a case like this the SUPPLIER is obliged to immediately and in detail inform Reutter Group in a verifiable way about the consequences for costs and time schedule. For suspensions up to six months the SUPPLIER is not entitled to any claims whatsoever. In case of a longer than six months suspension the SUPPLIER and Reutter Group will jointly consider the consequences and decide about the continuation or cancellation of the contract.
3 Product Prices and Terms of Payment
3.1 In case that at the time of order the product prices have not been stated by Reutter Group, the SUPPLIER will enter them in the copy of Reutter Group´s order and send the copy to Reutter Group. A valid contract cannot take effect before Reutter Group have accepted these delivery prices in writing. All additional delivery costs (customs duties, package, transport, insurance etc.) must be stated separately in the SUPPLIER´s tender and, apart from the applicable VAT (value added tax), must be born by the SUPPLIER, if not otherwise stipulated in writing. Any increase in product prices, including the increase of additional delivery costs, must be approved of beforehand by Reutter Group.
3.2 Unless otherwise agreed upon in writing, Reutter Group will pay the delivery price after 30 days with a 2% discount, or after 90 days net.
3.3 Offset or retention claims can be made by Reutter Group within the limits of statutory regulations. Reutter Group shall have the right to set off with (I) due receivables Reutter Group might have towards an affiliated company of the SUPPLIER as defined in § 15 AktG or with (ii) receivables an affiliated company of Reutter Group as defined in § 15 AktG might have against the SUPPLIER or against an affiliated company of the SUPPLIER as defined in § 15 AktG against a receivable the SUPPLIER has towards Reutter Group.
3.4 Payments of onetime investment goods (tools, equipment, plants etc.) will not be paid 100% before a positive acceptance test of the delivery or/and service provision has been carried out by Reutter Group. Then payment will be effected net within 30 days.
3.5 The price stated in the order is binding. Here and in all successive delivery and service contracts it is a matter of fixed and all-inclusive prices which comprise all expenses for any kind of service provisions.
4 Delivery Dates, Transfer of Risk, Transport
4.1 The delivery dates and deadlines stated in the order or delivery schedule are binding. Times for delivery agreed upon start with the date of order. The applicable factor for the observance of the time limits and delivery dates, respectively, is the arrival of the delivery at the selected point of delivery.
4.2 If not otherwise agreed upon in written form, delivery from within the EU shall be DAP Incoterms 2010 to Reutter Group or to one of the destinations stipulated in the order by Reutter Group, and for deliveries from outside the European Union it is to be DDP. In case of DDP deliveries or if Reutter Group have agreed to bear the transportation costs, Reutter Group reserve the right to switch the delivery terms from DDP to FCA Incoterms 2010 at any time. In this case the transport costs will accordingly be subtracted from the delivery price. If Reutter Group bear the transportation costs, the SUPPLIER must opt for the commercially most favourable means of transport and package, unless Reutter Group make use of their right to specify transport and package.
4.3 If DDP was agreed upon, the observance of delivery date or delivery period is decided by the date of arrival of the product and the relevant documents either at Reutter Group premisses or at the destination named by Reutter Group. This also applies, if FCA has been agreed upon, so that the SUPPLIER has to dispatch the products taking into account the time usually required for dispatching and transport – consequently delivery dates are always the incoming dates, independent of Incoterms. Incoterms EXW deliveries will not be accepted by Reutter Group.
4.4 In case of call orders Reutter Group will prescribe the respective amounts and the delivery dates for the single calls according to the specified lot sizes and sequences in the RFQ sheets. Any notifications of the SUPPLIER by Reutter Group as to the estimated amounts of delivery do not bind Reutter Group. Delivery schedules may also be issued by electronic data transfer according to the standards applicable in the automotive industry.
4.5 In case of short and/or excess deliveries, but also for early deliveries, Reutter Group reserve the right to reject the delivery at the SUPPLIER´s expense, or to amend the invoice accordingly. Tolerance for early delivery is minus 2 days (incoming). Deliveries by the SUPPLIER can only be accepted on weekdays (Moday – Friday) between 8am and 4pm, on Fridays only between 8am and noon.
4.6 The SUPPLIER is obliged to inform Reutter Group immediately about any foreseeable delays as to the delivery and/or service performance date together with the reasons for the delay and its duration. Physical or unconditional acceptance of the delayed delivery does not mean Reutter Group´s waiving their rights arising from or in connection with the delayed delivery. The SUPPLIER is bound to enter in all shipping documents and bills of delivery the exact Reutter Group order number; the SUPPLIER issues a cost-neutral transport documentation conforming to specifications regarding language, form and layout (notification of readiness for shipping, advice of dispatch, packing list, papers of preference, certificate of origin); if the SUPPLIER fails doing that, the resulting delays in handling will not be accounted for by Reutter Group.
4.7 If not otherwise agreed, the documentation when delivering machines, unfinished machines and machine parts also comprises the following documents: When delivering machines in the meaning of European Machine Directive 2006/42/EG: operating instructions, EU conformity declaration and risk assessment according to DIN EN ISO 12100. When delivering unfinished machines or machine parts in the meaning of European Machine Directive 2006/42/EG: installation instructions, assembly instructions, operating instructions and risk assessment according to DIN EN ISO 12100. At the time agreed, but at latest when delivering the goods or services, the SUPPLIER must provide all technical documentations, in particular operational and maintenance instructions, training material, drawings, technical datasheets, product safety data sheet, certificates of conformity and all the other necessary and usual business documents; and in case of software the relevant source and object codes.
4.8 In case of purchasing agreements the passage of risk to Reutter Group does not occur before the arrival of the goods, in case of contract for services not before the declaration of acceptance.
5 Delayed Delivery
With respect to the SUPPLIER´s delayed delivery, the provisions of the applicable law shall apply. If the SUPPLIER culpably exceeds a term or the date for the delivery or the acceptance-ready production of a product, the SUPPLIER is bound to pay to Reutter Group a contractual penalty of .3% of the agreed net price or net wage, respectively, for each calendar day of the culpable term and date excess or the delay, but at most 5% of the agreed net price or net wage. Reutter Group reserve the right of contractual penalty claims and their offsetting against claims of the contractor until final payment. Compensation claims beyond the contractual penalty claims shall remain reserved. However, the contractual penalty will be credited against such compensation claims. If delivery dates or delivery periods are adjusted (extended) because of possible and justified extension claims of the SUPPLIER, or if they can be redefined in mutual agreement, the aforesaid contractual penalty provision is brought in line with the new terms without the necessity of a renewed and particular agreement regarding the contractual penalty provisions.
6 Force Majeure
In case of Acts of God, civil unrest, governmental or administrative measures or
other inevitable events, the parties, Reutter Group and the SUPPLIER, shall be
released from their obligations for the duration and to the extent of the disturbances.
7 Notice of Defects
Reutter Group shall notify the SUPPLIER of obvious defects of the delivered products within 10 (ten) working days after such defects have been detected during the normal and methodical working process. To this extent the SUPPLIER shall waive any right of late defect notice. And to this extent the duty to inspection and objection according to §§377/378 HGB (German Commercial Code) excluded. If, however, Reutter Group and the SUPPLIER agreed on JIT (“Just-in Time”) or JIS (“Just-in-Sequence”), Reutter Group´s duty to inspection and objection is limited to the congruence of the quantitative data on the respective delivery note and to defects which are visible during the processing of the delivered products. Reutter Group payments do not indicate the recognition of a zero-defect product.
8.1 Unlessthese Terms of Purchase state otherwise, the applicable laws concerning defects or non-performance (including improper title to the products) shall apply. The SUPPLIER guarantees that the goods to be delivered as well as the service performances are in accordance with the samples approved by Reutter Group, and are also in accordance with all applicable standards (DIN-norms and EGnorms), all safety regulations and all specifications as demanded in the order. The SUPPLIER ensures that the delivered products and service performances comply with their designated use, technological state of the art, the generally accepted technical and occupational health regulations of the relevant controlling authorities and trade associations, as well as with all the applicable legal provisions. If machines, devices and equipment (installations) are the objects of the delivery, the SUPPLIER ensures that at the time of contractual performance these machines, devices and equipment (installations) are in accordance with the then applicable safety regulations, including the industrial safety regulations and the accident prevention regulations, and that the whole delivery bears the CE-qualification and tag. In addition, the SUPPLIER guarantees the perfect construction, using appropriate and flawless materials, first-class execution, perfect functioning of all products and/or services (the whole scope of supply) as well as the achievement of all technical performance data and the observance of all quality features agreed upon. A reference to norms in the order strictly entails an agreement on the quality asserting that the requirements of the norm have been fulfilled. In the same way samples and documents or specifications (data) are regarded as an agreement on a quality. Reutter Group have the inherent right to choose the type of supplementary performance. The SUPPLIER has the right to reject the selected type of supplementary performance subject to the requirements of §439 Abs. 3 BGB. If the SUPPLIER does not immediately start the remedy of the defect after being requested by Reutter Group, Reutter Group in urgent cases have the right to perform the remedy work by themselves or have it done by a third party, in particular to avoid greater damage or in the event of imminent danger. The respective costs shall be born by the SUPPLIER. This also applies, if the costs and expenditures are increased because products bought or objects delivered were forwarded, as intended, to one or more of Reutter Group´s customers. If a delivered product was installed in one of Reutter Group´s products, the SUPPLIER shall bear the costs of the de-installation of the faulty object and the re-installation of a perfect product, including all transport, travel and labour costs, as part of the elimination of defects or new delivery. The SUPPLIER must also bear all subsequent costs resulting from a defective product delivered and also economic damage, in particular caused by loss of production. Recoverable damage also comprises extra expenses for remedy of damage, such as installation and de-installation costs, costs for materials, for travel and freight, provision of workers, and in particular costs in connection with defect and claims assessment, e.g. official experts/appraisers. Furthermore, the SUPPLIER shall bear all additional remedy costs in connection with or arising from the defects, especially costs of transport, assembling and disassembling, administrative costs and handling charges (at Reutter Group, OEM and/or OEM dealer level), as well as all other costs in connection with the remedy of the defect. The SUPPLIER shall bear also those costs which might incur, if Reutter Group is requested by their customers to take part in a Remedyof-Defect-Program like “Contained Shipping Level” or “Executive Champions Program”, or similar programs, especially of car manufacturers. Further statutory or other contractual claims arising from or in connection with the supply of defect products remain unaffected.
8.2 Unless otherwise agreed upon in writing the warranty period shall be 24 (twenty—four) months. It begins with the handing over to the end-consumer of the final product into which the SUPPLIER’S product was assembled (or, if earlier, with the date of the first registration of the vehicle into which the product was installed), and ends at the latest 42 (forty-two) months after delivery to Reutter Group or to the third party named by Reutter Group. In case the product is subject to a formal acceptance test, the guarantee and warranty period shall commence upon the acceptance by Reutter Group. If the acceptance test is delayed without the SUPPLIER being responsible for that delay, the warranty period commences the latest 12 (twelve) months after the SUPPLIER has provided the product for the acceptance test.
8.3 For products which could not be used during the inspection of the defective product or during remediation work the respective warranty period shall be prolonged by the time of that business interruption.
8.4 In cases of supplementary delivery or in cases in which a reworked product shows the same defect or a defect is the consequence of the rework, the respective warranty period/limitation period shall commence anew. A notice of defects in written or text form by Reutter Group shall arrest the LIMITATION PERIOD for 8 (eight)weeks from the date of receiving the notice of defects, provided that statutory regulations do not allow an extended arrest of the limitation period.
8.5 All other claims by Reutter Group for breach of contract or for breach of other obligations remain unaffected.
9 Product Liability/Indemnification/Insurance Protection
9.1 As far as Reutter Group are held liable for a claim of product liability, the SUPPLIER is obliged to indemnify Reutter Group from such claims of third parties, if the damage is caused by a defect of the product delivered by the SUPPLIER. This only applies in case of fault-based liability, if the SUPPLIER is at fault for the defective product.
9.2 Furthermore, and subject to clause 9.1, the SUPPLIER is also obliged to reimburse Reutter Group for all costs and expenses, including but not limited to, all legal fees of possible prosecution or recalls. Reutter Group shall inform the SUPPLIER – as far as possible and reasonable – about the extent of such recalls, and the SUPPLIER shall have the opportunity to express his view on the matter. The SUPPLIER is obliged to take out and maintain, for the products to be delivered, such recall and product liability insurances with an adequately insured amount for damage to persons and material. As for the rest, statutory regulations shall apply.
10 Execution of Work
Persons and third parties engaged by the SUPPLIER for the performance of his obligation under the respective contract and who will be physically present at Reutter Group´s premises, or at premises of third parties named by Reutter Group shall comply with the respective work regulations of Reutter Group or third parties named by Reutter Group.
11 Retention of Title and Reutter Group Materials
11.1 Reutter Group will accept a “simple” retention of title, if such a retention right is requested by the SUPPLIER. However, Reutter Group is entitled to sell the delivered product within the course of ordinary business, without accepting any “extended” retention of title or any other forms of retention of title. The SUPPLIER is obliged to inform Reutter Group immediately about any rights a third party might have concerning the product or parts thereof. This also applies to any potential assignments of receivables by the SUPPLIER to third parties with respect to the products.
12 Assignment, Offset and Right of Retention
12.1 Without prior written consent by Reutter Group the SUPPLIER is not entitled to assign in part or entirely his contractual rights to third parties or to allow third parties to collect receivables. In case the SUPPLIER assigns his receivables against Reutter Group without their consent, Reutter Group is still entitled to pay the respective amounts directly to the SUPPLIER.
12.2 The SUPPLIER has the right of offsetting and retention only if such rights are undisputed or confirmed by a legally enforceable judgement.
13 Tooling and Packaging
13.1 Reutter Group or the third person named by Reutter Group reserve the title of ownership of tools and packaging provided by Reutter Group to the SUPPLIER. In case the tooling is to be manufactured by the SUPPLIER or by third persons engaged by the SUPPLIER, Reutter Group will acquire ownership at the latest upon paying 80% of the agreed tools price. In all other cases Reutter Group shall become co-owner in proportion of the agreed tool price and the payment they have made until then. If the tools remain with the SUPPLIER after payment, the transfer of the tools in accordance with § 929, sentence 1 BGB, shall be substituted by the “Besitzkonstitut” (constitutum possessorum), meaning the SUPPLIER has to keep the tools for Reutter Group. If tools were already handed over to the SUPPLIER, the SUPPLIER is also obliged to keep the tools for Reutter Group. The tools must exclusively be used for the production of objects ordered by Reutter Group. The SUPPLIER is obliged to mark all tools in a way that the ownership of Reutter Group or third parties named by Reutter Group is clearly visible.
13.2 The SUPPLIER is obliged to insure at his own expense all Reutter Group or third party owned tools to the extent of the original value against property damage. The SUPPLIER herewith assigns to Reutter Group all claims for damages based on such insurances. Reutter Group herewith accept the assignment.
13.3 The SUPPLIER is obliged to timely carry out all necessary and required maintenance and inspection work concerning the tools, as well as the necessra repair work including the procurement of spare and ware parts and the updating at his own expense. The risk of accidental loss of the tools at the premises of the SUPPLIER shall be borne by the SUPPLIER. The SUPPLIER immediately shall give notice to Reutter Group of any incidents regarding the tools. In case of suspension of delivery or in any other case of non-performance, legal proceedings regarding the property of the SUPPLIER, the actual insolvency of the SUPPLIER, or the termination of the supply contract by Reutter Group, Reutter Group have the right to reclaim the tools (and also the tools of named third parties) after paying the outstanding tooling costs, as the case may be. In these cases the SUPPLIER has neither a right of disposal nor any other right of retention. If the SUPPLIER has commissioned a third party with manufacturing the tools or in case such tools remain at the premises of such third party for the production of the product or parts thereof, the SUPPLIER is obliged to conclude an agreement with that third party that grants the same rights regarding the tooling as stated in this clause 13, so that Reutter Group is entitled to all rights mentioned in clause 13 after having paid the full price for the tools. The SUPPLIER assigns his claims regarding the tooling against the third party, as well as other claims regarding the tooling, to Reutter Group, as far as Reutter Group have paid the due price of the tooling to the SUPPLIER. The SUPPLIER will mark all dedicated tools (fully or partially the property of Reutter Group) permanently and clearly to ensure that the tools are property of Reutter Group.
13.4 As far as payments of the SUPPLIER to third parties, concerning the tools, have not been fully made by the SUPPLIER, and in case of termination of the contract between the SUPPLIER and Reutter Group, in case of impairment of performance or commencing insolvency proceedings against the SUPPLIER and in case of insolvency of the SUPPLIER, Reutter Group have the right to pay the outstanding tooling costs directly to the third party instead of paying them to the SUPPLIER. In such an event the SUPPLIER herewith assigns all claims he may have against third parties concerning the tools, including the title of ownership, to Reutter Group. The SUPPLIER herewith accepts such an assignment.
13.5 The SUPPLIER shall not be allowed to relocate the tools without prior written consent by Reutter Group.
13.6 Clauses 13.1 to 13.5 shall also apply for the period of spare parts supply according to clause 17. Clause 13.3 shall apply accordingly for any packaging to be paid by Reutter Group.
14 Industrial Property Rights of Third Parties / Background-Foreground Rights and Know How
14.1 The SUPPLIER is obliged to indemnify Reutter Group against all third party claims arising from or in connection with the delivery of the product or the performance of the SUPPLIER´s contractual obligations concerning the infringement of industrial property rights of such third parties, and the SUPPLIER shall reimburse Reutter Group for all costs and expenses Reutter Group may incur due to such an infringement.
14.2 Clause 14.1 shall not apply, if the SUPPLIER has manufactured the product or carried out the performance in accordance with drawings, models or other corresponding descriptions or data or information provided by Reutter Group, and the SUPPLIER did not know or, in the context of his performance, could not reasonably be expected to know that industrial property rights of third parties were infringed.
14.3 The SUPPLIER shall inform Reutter Group about the prior or current use of published or unpublished industrial property rights relating to the product which are owned by him or licensed to him.
14.4 The SUPPLIER herewith transfers the results of his developments gained in connection with the development of the product, including industrial property rights, to the exclusive ownership of Reutter Group, as far as the development work was commissioned by Reutter Group. If Reutter did not pay for the development results, the SUPPLIER herewith grants to Reutter Group a non-exclusive, timely and geographically unrestricted, irrevocable, assignable and sub-licensable right-of-use (license), free of charge, which also includes the transferable right to any kind of use, including the duplication and amendment of industrial property rights of any kind.
14.5 The SUPPLIER herewith grants to Reutter Group a non-exclusive, timely and geographically unrestricted, irrevocable,assignable and sub-licensable and free of charge right-of-use (license) concerning the know-how and/or industrial property rights of the SUPPLIER which existed prior to the contractual relationship with Reutter Group (“Altschutzrechte”), in order to enable Reutter Group to use in all ways and manners the result of the development work or the SUPPLIER´s delivery and/or performance service as described in clause 14.4.
14.6 The application for registration and the assertion of industrial property rights concerning development work paid by Reutter Group and resulting from the cooperation between the SUPPLIER and Reutter Group shall be made solely by Reutter Group and Reutter Group´s unilateral decision. Inventions made by employees of the SUPPLIER during the time of the contractual relationship and resulting from their activities under the contract (fulfilment of contract) must be claimed by the SUPPLIER accordingly. With respect to developments free of charge the SUPPLIER shall have the right to apply for registration. However, Reutter Group shall be entitled to at least a right of use according to clause 14.4. Any remuneration employees are legally entitled to shall be paid by the respective employer, either Reutter Group or the SUPPLIER.
14.7 The rights mentioned above of Reutter Group remain valid, even if the respective contract with the SUPPLIER is terminated and also apply to complete or partial development results up to the point of termination of contract.
15 Hazardous Goods and Materials / Notifications
15.1 Together with the offer the SUPPLIER shall hand over to Reutter Group a duly completed material data safety sheet in accordance with §14 of the “Regulation on Hazardous Goods and Materials” (“Gefahrenverordnung”) and an accurate accident procedure sheet (transport) concerning all materials (substances, components) and objects (goods, parts, technical equipment, uncleaned packages) that might cause perils for life and health of human beings, the environment or for any objects due to the materials´ nature, their characteristics or their physical condition, and therefore require, subject to the relevant provisions, a special treatment concerning packaging, transport, storage, access and waste management. In case of any changes of the materials or the legal provisions, the SUPPLIER shall hand over to Reutter Group an updated data and instruction sheet. The SUPPLIER is obliged to deliver to Reutter Group annually and unrequested a “Long-term Supplier´s Declaration” which contains the product number and the corresponding code number (index of goods, external trade statistic).
15.2 If the SUPPLIER offers a product which he had already delivered to Reutter Group in former times, the SUPPLIER shall, unrequested and irrespective of any other duties to notify, inform Reutter Group of all changes to the specifications of the product.
15.3 The SUPPLIER must provide Reutter Group with all the information required in accordance with §4,1 of the “Equipment and Product Safety Act” (“Geräte- und Produktsicherheitsgesetz”), and which is relevant for the assessment whether the safety and health of end-users of the products might be affected. The following information is to be provided:
– the properties of the product, including components and composition, packaging, assembly instructions, installation, maintenance and term of use
– the effect on other products, as far as they might be used together
– presentation for retail, identification, warning notes, instructions for use, recycling information and all other product-related information
– those groups of end-users who might be exposed to greater danger when using the product-related than other users
The SUPPLIER shall make available to Reutter Group the information required for the registration, evaluation, authorisation and restriction of chemicals (“REACH”) and, if already registered, the respective registration confirmations. The samme applies to information and/or registration confirmations regarding the Council Directive 67/548/EEC on the convergence/harmonisation of laws, regulations and administrative provisions relating to the classification, packaging and identification/labeling of dangerous substances (“Directive 67/548/EEC”). The SUPPLIER pledges himself to comply with his duties and obligations under REACH and/or Directive 67/548/EEC. The SUPPLIER shall be responsible for his sub-suppliers and all other suppliers of the supply chain, including the original producer, to be bound in the same way according to this clause.
15.4 As far as electronic parts are delivered, the products must be automotive-certified in accordance with “AEC-Q”.
16 Quality Management and Documentation
16.1 Concerning the delivery of the product and/or the performance of other obligations the SUPPLIER has to apply the latest state-of-the-art technology, the applicable safety provisions, the provisions generally applicable in the automotive industry (e.g. VDA-standards) and all provisions under the applicable Public Law (e.g. Used Car Automotive Directive = “Altautorichtlinie”, Consumer Goods Regulation = “Bedarfsgüterverordnung”, CFC-Halogen Prohibition Regulation, IMDS safety data and especially the EU Directiveas of September 18, 2000, regarding the ban of “heavy metal” = “Schwermetallverordnung”, 2000/53/EG and of June 27, 2002 (2002/525/EG)) as well as all the other technical data and specifications agreed upon.
16.2 The SUPPLIER has to establish and give evidence of a process-oriented quality management (minimum standard ISO 9001; however, an ISO/TS 16949 certification in line with the provisions of ISO/TS 16949 shall be aimed at. Reutter Group reserve the right to audit (justified interest provided) the efficiency of the quality management system on the SUPPLIER´s premises after conferring. The SUPPLIER agrees to comply with the VDA-script (latest edition) “Protection of Quality in the Automotive Industry – Supplier Assessment – Initial Sample Testing” as well as with the VDA-script (latest edition) “Protection of the Quality of Deliveries – Supplier Selection – Quality Protection Agreement – Manufacturing Process and Product Release – Quality Performance in Lots – Declaration of Components”. Only upon Reutter Group´s written acceptance of the master sample the SUPPLIER may start the serial production and delivery. Notwithstanding the last provision the SUPPLIER shall always verify the quality of the products himself and shall perform outgoing product inspections. Should the automotive manufacturer demand different or further audits, their introduction will be mutually agreed upon by the SUPPLIER and Reutter Group.
16.3 Drawings, CAD-data, descriptions etc. attached or referred to in the order shall be binding for the SUPPLIER. The SUPPLIER is obliged to scrutinize them for discrepancies, and to inform Reutter Group immediately in written form about actual or assumed errors and inconsistencies. If the SUPPLIER fails to do so, the SUPPLIER cannot claim at a later stage that such discrepancies/errors exist. The SUPPLIER alone is responsible for drawings, plans and calculations made by the SUPPLIER even if Reutter Group approve them. Upon the delivery of tools or machinery to Reutter Group the SUPPLIER shall also hand over a documentation concerning the handling, service, maintenance and repair, but not later than the time of delivery of the tools and and the equipment. The SUPPLIER shall be responsible for the CE-labelling.
16.4 Concerning special vehicle parts (those subject to duty of documentation) which are marked as such in the technical documents or which are defined as special vehicle parts by agreement, the SUPPLIER is obliged to document in special recordings when, in which way and by whom these special vehicle parts were tested with regard to the criteria stated in the duty of documentation, and also the results of the required quality tests. The records and the documentation of the results must be stored by the SUPPLIER for 15 (fifteen) years and, if requested, shall be presented to Reutter Group. Reference is made to the VDAscript “Duty-of-Documentation Parts at Automotive Manufacturers and Their Suppliers, Execution and Documentation” in the respective applicable impression which herewith shall become part of the contract. This shall also apply – within the statutory provisions – to sub-suppliers at the SUPPLIER´s responsibility.
16.5 As far as public authorities which are responsible,for instance, for vehicle safety or emission standards, provisions and such like, request to inspect the production process and the test documentations of Reutter Group, the SUPPLIER shall, on demand by Reutter Group, grant these authorities the same rights as Reutter Group, and shall support the authorities as best he can.
16.6 The SUPPLIER is obliged to forward in due time to Reutter Group all the necessary declarations concerning the release for free circulation (customs) of the product. The SUPPLIER shall be liable for any disadvantages incurred by Reutter Group due to the improper or delayed provision of the “Supplier Declaration”, unless the SUPPLIER is not responsible for the delayed or improper provision of such customs documents. Upon request by Reutter Group the SUPPLIER has to prove his information about the origin of the products by means of the relevant customs documents issued and confirmed by the customs authorities.
16.7 In case a project is relocated within Reutter Group to a different plant (respectively, a second production plant is set up at a new Reutter Group production site), the SUPPLIER shall sample the building component to be delivered at the new production site free of charge (Scope PPAP Level 3).
16.8 Documents FB. 3.4.006 (Reutter Group Tools Loan Agreement) as well as FB 3.1.002 XX (Reutter Group QSV (QAA)) must be observed by the SUPPLIER with regard to all the provisions stated in them. The SUPPLIER finds the documents mentioned above on the internet under www.reutter-group-com.
17 Spare Parts
The SUPPLIER is obliged to supply the product to Reutter Group over a period of 15 (fifteen) years, commencing with the end of the respective delivery. If the product cannot be produced at economically reasonable costs, the SUPPLIER may supply an appropriate substitute. For spare parts the last price valid for the serial delivery plus additional costs for special packaging shall apply for three years. After these three years the contracting parties will negotiate the prices for spare parts anew.
18 Cession and Use of Performance Utilities
Samples, models, drawings and other documents that were made by the SUPPLIER according to instructions by Reutter Group shall become the property of Reutter Group upon payment by Reutter Group. Effective upon payments the SUPPLIER keeps those utilities (samples etc.) on loan from Reutter Group. These utilities must only be used by the SUPPLIER for carrying out orders from Reutter Group. Without prior written approval by Reutter Group these utilities (documents, appliances etc.) must not be made available to third parties. The SUPPLIER must carefully save these utilities at his own expense and risk. The SUPPLIER must return them to Reutter Group at any time upon their request without claiming any kind of offset or retention, unless he is entitled by a contractual right.
19 Alterations to the Product and Other Alterations
The SUPPLIER must not carry out any alterations to the product (in particular to the specifications, designs and/or materials), the production processes and/or the production site without prior written consent by Reutter Group.
20 Secrecy – non disclosure
20.1 The SUPPLIER is obliged to strictly keep secret all information disclosed to the SUPPLIER by Reutter Group or by companies associated with Reutter Group in the meaning of § 15 AktG, and make sure that the said information is not available for third parties. This does not apply for information for which the SUPPLIER can give evidence that it
(a) is or has become publicly available or
(b) was provided to the SUPPLIER by a third party entitled to provide such information and not being subject to a secrecy obligation or
(c) had already been known to the SUPPLIER prior to receiving the information in question
20.2 The SUPPLIER is obliged to immediately inform Reutter Group as soon as he realizes that a third party has gained access to secret information or such secret information has been destroyed or lost.
20.3 The SUPPLIER agrees, unless stipulated otherwise by separate resolution, not to make use of the secret information provided to him by Reutter Group outside the scope of their contractual relationship without prior approval in written form by Reutter Group.
20.4 The obligation of secrecy applies to all persons engaged by the SUPPLIER irrespective of their contractual relation. The SUPPLIER undertakes to bind all those persons or employees or any other third party and place them under the obligation of secrecy. In the interest of secrecy he will try to keep the number of persons who deal with the relevant information as limited as possible.
20.5 The obligation of secrecy and restrictive covenant applies during the term of the contractual business ties and for a period of 15 (fifteen) years after the business relationship.
21.1The SUPPLIER must never use requests for quotations, orders, acceptance of orders by Reutter Group, or the correspondence in connection with these business activities, for promotion purposes.
21.2 Only upon prior consent in written form by Reutter Group may the SUPPLIER mention his business connection with Reutter Group for promotion purposes.
22 Observance of the Provisions of the Minimum Wage Law
22.1 The SUPPLIER herewith explicitly binds himself legally towards Reutter Group to observe, in connection with all orders by Reutter Group, the obligations of the Minimum Wage Law as far as they are relevant for the SUPPLIER. In addition, The SUPPLIER pledges himself to bind all subcontractors in connection with the aforesaid orders in the same way. Furthermore the SUPPLIER is obliged to indemnify Reutter Group from all claims of the SUPPLIER´s employees or subcontractors, as far as these claims are based on a violation, either by the SUPPLIER and/or by the relevant subcontractors, of the obligations of the Minimum Wage Law.
23 Special Provisions for Service Contracts, Software Performances and Construction and Engineering Deliverables
23.1 As long as the SUPPLIER owes a product, a performance or a delivery to Reutter Group, Reutter Group is entitled to demand alterations and/or amendments to the order at their own reasonable discretion but with regard to the SUPPLIER’S interests The SUPPLIER is obliged to suggest to Reutter Group alterations of which he is thinks that they are necessary and purposeful for the SUPPLIER´s contractual performance. After Reutter Group have consented in writing the SUPPLIER will carry out the alterations. If, in connection with the alterations, higher or lower costs and/or a missed deadline are to be expected, the SUPPLIER is obliged to give notice of these circumstances, either together with the alteration suggestions or immediately after receiving the request for alterations by Reutter Group. The SUPPLIER shall, at the same time, present a supplementary tender. These changes will be set down in a written agreement in which the remuneration of the higher costs or the provision for lower costs as well as the schedule will be fixed.
23.2 The price laid down in the order is a fixed inclusive price by which all performances and the achievement of the successful completion of the product are satisfied.
23.3 In case of construction and engineering performances the SUPPLIER can only charge rate by the hour following the actual expenditure of time, if that procedure had been agreed upon beforehand. In this case the SUPPLIER must, before the time expenditure laid down in the order or in the order acceptance is exceeded, ask for the consent by Reutter Group.
23.4 Before signing the contract the SUPPLIER has informed himself in all details about the scope of performance and delivery. He has completely assessed all the necessary expenditures and measures for the execution of his contractual performances. They are the contractual basis of the fixed inclusive price. Potential release notes on plans or other consent by Reutter Group are only visas and do not discharge the SUPPLIER of his obligation of technically correct, complete and thorough performance.
23.5 One condition for acceptance is that the SUPPLIER has completed his entire performance. The SUPPLIER is obliged to apply for a formal and official acceptance which is recorded and signed by both parties. Acceptance of partial performances or other partial acceptances are precluded, unless stated otherwise in written form. Even in cases of such agreements partial acceptances do not substitute the final acceptance. Any fictitious acceptance is excluded.
23.6 The SUPPLIER must not engage subcontractors for the whole or partial execution of all contractual performances without acquiring prior written consent by Reutter Group. Reutter Group will withhold their consent for important reasons only. The engagement of subcontractors does not discharge the SUPPLIER of the contractual obligations towards Reutter Group. The SUPPLIER is responsible for the subcontractors engaged by him who are his vicarious agents.
23.7 Within one week after the conclusion of the contract the SUPPLIER is obliged to hand over to Reutter Group, in order to safeguard all the obligations resulting from the contract, an unrestricted, directly enforceable performance bond issued by a bank, a savings bank or an insurance company in the amount of 10 (ten) percent of the agreed gross price. The bond secures the compliance of all obligations resulting from the contract, in particular repayment claims (including interest), claims for defects (including remote harm caused by a defective product), compensation claims as well as claims for penalty for breach of contract. Until the reception of the surety/performance bond Reutter Group is entitled to withhold/get back payments. The performance bond will be handed back upon completion of the performance and unqualified acceptance.
23.8 For securing the warranty claims Reutter Group will retain 5 (five) percent of the agreed gross works compensation for the period of the agreed SUPPLER´s warranties. This retention can be released by the SUPPLIER at the earliest upon the due date of the final payment and conditional upon counter-performance against handing over an unrestricted, directly enforceable performance bond issued by a bank, a savings bank or an insurance company for securing Reutter Group´s warranty claims (warranty bond).
24 General Provisions
24.1 If the SUPPLIER ceases payments or applies for insolvency or non-judicial settlement proceedings or other judicial proceedings, Reutter Group shall be entitled to rescind those parts of the respective contract which have not yet been fulfilled. If the SUPPLIER is responsible for the termination reason or the termination is effected according to p.2, Reutter Group need only pay for those performances that are completed and demonstrated, and only as far as they are realizable by Reutter Group. Compensation claims by Reutter Group remain unaffected. If the SUPPLIER is not responsible for the termination reason, Reutter Group will reimburse those expenses that result immediately from the order and are demonstrable until the termination of contract, including costs which result from liabilities not solvable accordingly. Upon contract termination the SUPPLIER is not entitled to any further claims for performance or compensation claims. Industrial property rights or rights-of-use of products manufactured until termination of contract will be demised to Reutter Group in accordance with §11,2. In case the SUPPLIER owes a work performance, Reutter Group can terminate at any time the entire contract or parts thereof.
24.2 If any of the provisions stated so far or any agreement concluded within the contractual scope is or shall become invalid, the validity or enforceability of all the other provisions is not affected. The contractual parties are obliged to replace the invalid provision(s) by a valid one which, in its economic and legal effect, is as close as possible to the substituted and invalid one.
24.3 Place of fulfillment shall be the place to which the product is to be delivered according to the order.
24.4 Exclusive place of jurisdiction for all legal disputes arising from or in connection with this business relationship is Stuttgart. However, Reutter Group is entitled to choose any other place of jurisdiction which would otherwise be the competent court of applicable law according to the general legal provisions.
24.5 The law of the Federal Republic of Germany shall exclusively apply, excluding conflicting international private law, unless otherwise agreed upon in written form. The application of laws on the international purchase/sale of movables, in particular the Convention of the United Nations of 11 Apr 1980 on Contracts Regarding the International Sale of Goods (CISG), is herewith excluded.
24.6 These Terms of Purchase are drafted in German and English. However, in cases of discrepancies between the two languages, the German version shall prevail. The English version shall merely be considered for translation purposes.
24.7 Reutter Group have the right, within the framework of the Data Protection Act, to store data concerning the movement of goods and payment transactions with the SUPPLIER. The SUPPLIER makes sure that all persons commissioned with the fulfillment of his obligations will observe the provisions of the Data Protection Act. A declaration of commitment as required by the Data Protection Act has to be signed by all persons involved before their work commences, and is to be presented to Reutter Group on request.