General Delivery Terms & Conditions
Türk + Hillinger GmbH, Tuttlingen
Türk + Hillinger Automotive GmbH, Tuttlingen

V-ALB-AI-0818-0 Version 01. August 2018

Clause 1 Scope of application

1. These General Delivery Terms & Conditions apply exclusively in addition to the other contractual agreements for all business dealings between us and the purchaser, client or buyer, hereinafter referred to as Buyer. We shall not accept any other terms and conditions by the Buyer, even where services are provided or payment is received unconditionally, unless we expressly agree that they apply.
This also applies to general terms and conditions outside the general conditions of purchase of the Buyer, in particular, but not exclusively to quality assurance agreements, master supply agreements, subsidiary agreements, consignment stock agreements and confidentiality agreements of the Buyer, where the provisions therein have not been negotiated with us.
2. These GDT apply only to business transactions with companies within the meaning of Section 14 BGB (German Civil Code; they also apply to all future business relationships without being repeatedly incorporated, until we provide new GDT.
3. All agreements entered into between us and the Buyer within the scope of the contract negotiations must be recorded in writing for legal reasons and confirmed by both parties.
4. Subsidiary agreements, subsequent contractual changes and the incorporation of a guarantee, in particular the assurances of characteristics, or the assumption of a procurement risk must be made in writing, where they have not been made by authorised representatives. Silence on our part does not constitute agreement.

Clause 2 Consultation

1. We provide advice to the Buyer only if expressly requested to do so. Failure to make a statement does not constitute advice.
2. The advisory consulting services provided by us are based on empirical values. If the advice extends to circumstances where we do not have any influence on their accuracy, such as to the composition of the raw material or the services of subcontractors, the advice is not binding.
3. Our advice, related to products and services, extends only to the products and services provided by us. It does not extend to contract-independent advice, thus such declarations given without the sale of products or provision of services by us.

Clause 3 Completion of contract

1. Our offers are subject to alteration, they are deemed to be considered as an invitation to treat.
2. The order given by the Buyer is categorically the offer to enter into a contract.
3. The initial handling of an offer is usually free of charge. Other offers and drafts are only free of charge to the extent that the delivery contract becomes and remains effective.
4. Descriptions and copies of the products in technical documents, leaflets, company brochures, catalogues, price lists, etc. are subject to change, insofar they have not been expressly incorporated into the contract; they do not release the Buyer from carrying out his own checks.
Product and service descriptions on the internet can by definition be only of a general nature; if the Buyer wishes to deduce binding quality agreements or suitability for the use of the applications intended by him, he must refer to this in the order.
5. The order must contain all details for the handling of the order. This applies to all deliveries, services, work services and other services provided by us. This includes in particular, but not exclusively, details on the article description, quantity, dimensions, material, material composition, pre-treatments, processing specifications, treatment instructions, storage, standards and all other technical parameters and physical characteristics.
Missing, incorrect or incomplete details are deemed as expressly not agreed and do not establish any obligation on our part, neither according to claims for performance or warranty protection nor for the purpose of compensation claims.
6. Should the order issued by the Buyer differ from our offering, the Buyer must mark such differences clearly.
7. We have the right to obtain further details, which serve the proper execution of the order.
8. Orders must be made in writing or electronically (EDI); verbal orders or orders made by telephone are executed at the Buyer’s risk.
9. If the Buyer withdraws an order that has been accepted by us, regardless of the right to bring a claim for higher damage actually incurred, we shall have the right to charge 10% of the delivery or service price for the cost incurred for the processing of the order and for the lost profit. The purchaser has the right to prove that damages incurred were lower.
10. The order is accepted by us within 10 working days if no other term of acceptance has been agreed.
11. We reserve the right to process or arrange the processing of the delivery or performance objects at another company at no additional costs to the Buyer.

Clause 4 Requests

1. For delivery contracts on demand, binding quantities must be requested from us at least 3 months prior to the delivery date, unless otherwise agreed. In individual cases it may be necessary to extend this period, i.e. due to the delivery times for materials.
2. Additional costs incurred due to a late request or subsequent amendments made to the request by the Buyer regarding time or quantity, shall be borne by the Buyer; our calculation is decisive in this case.
3. If not otherwise agree, all orders upon request must be accepted within one year after the order is placed, without the need of a demand to take receipt. If this period has expired, we shall have the right to issue an invoice for the goods and to send the goods at the Buyer’s expense and risk or to rescind the contract.

Clause 5 Amendments

1. For amendments of the object of delivery or performance after completion of the contract, a separate contractual agreement is required.
2. We reserve the right to make reasonable changes to the extent of the object of delivery or performance in the event of missing or incorrect information. The Buyer shall bear the disadvantages due to missing or incorrect information, in particular additional costs or damages.
3. The right to technical amendments of the object of delivery or performance, which do not jeopardise the objective of the contract, shall remain reserved. Customary quantity deviations up to a maximum of 10 % are permitted.
4. Partial deliveries or partial services are permitted, where this affects the use only insignificantly and does not jeopardise the contractual object. They can be invoiced separately.

Clause 6 Delivery period

1. If a period for delivery or performance has been agreed, this shall commence with the dispatch of the order confirmation, however, not prior to the full clarification of all order details as well as the proper fulfilment of all obligations for cooperation on the part of the Buyer; this shall also apply correspondingly for delivery or performance deadlines.
2. For mutually agreed changes to the ordered item, delivery or performance periods and delivery or performance dates must be renegotiated.
This also applies if the contractual object was renegotiated after completion of the contract, without a change of the contractual object.
3. Delivery or performance periods and delivery or performance dates are subject to the non-defective and on-time supply as well as to unforeseeable disruptions to production.
4. The delivery or performance period has been complied with if by its expiry the delivery or performance object has left our factory or if it has been handed over to the appointed transport company at our factory or if the completion ready to be collected has been notified to us.
5. We shall have the right to make the agreed delivery or provide the agreed service prior to the agreed time.

Clause 7 Delay of acceptance

1. If the Buyer fails to take delivery of the goods by the agreed deliver date or expiry of the agreed delivery period due to circumstances for which he is responsible, we shall have the right to be reimbursed for the additional expenses incurred as a result of this.
In particular, we shall have the right to invoice the Buyer for storage costs of 0.5 % for each month that has already started, with a maximum of 5 % of the delivery or service price. The contractual parties remain at liberty to provide evidence of higher or lower storage costs.
2. We have the right to determine an appropriate place of storage at the Buyer’s costs and risk, as well as insure the delivery or performance objects at the Buyer’s costs.
3. We shall have the right to request compensation instead of performance, regardless of the right to bring a claim for higher damage actually incurred, we shall have the right to request 15 % of the price as compensation for damage if the Buyer fails to prove that damage has not occurred at all or is significantly lower than the lump sum.

Clause 8 Force majeure

In cases of force majeure, our delivery and performance periods are extended by the duration of the disruption that has occurred.
These also include also, however not limited to circumstances for which we are not responsible, such as war, fire damage, strikes, lockouts, traffic disruptions, orders from higher authorities, business interruptions, or significant operational disruptions, such as shortage of material or energy at our part, commissioned subcontractors or preliminary suppliers. This also applies where we were already in default when these circumstances occurred.
We shall immediately notify the Buyer of the start and end of such hindrances.
If the delivery and performance are delayed by more than six weeks, both the Buyer and we shall have the right to withdraw from the contract within the scope of the extent of the performance affected by the disruption in performance. The contractual parties shall not be entitled to compensation payments.

Clause 9 Terms and conditions of payment

1. All prices are quoted in Euro net “ex works”, if not otherwise agreed, plus the statutory value added tax at the time of invoicing. Ancillary costs such as packaging, carriage, postage, customs duty, installation, insurance and bank charges will be calculated separately. We will only arrange insurance for the goods to be sent at the Buyer’s request and costs.
2. If significant changes of costs for labour, material or energy occur in connection with contracts with a term of more than 12 months and permanent contracts, each contracting partner shall have the right to request negotiations on a reasonable price adjustment, taking into consideration these factors.
We also have the right to make reasonable changes to the price if amendments arise prior to or due to the performance of the order, because the details and the documents provided by the Buyer were incorrect or changes were requested by the Buyer.
3. We have the right to request a reasonable advance payment at the completion of the contract.
4. If a binding order quantity was not agreed, we base our calculation on the non-binding order quantity (target quantity/forecast) expected from the Buyer for a specific time period. If the Buyer takes less than the target quantity, we shall have the right to increase the price per unit accordingly.
5. If not otherwise agreed, invoices are payable within 10 days net from the invoice date. They are to be paid without any deductions. In case of non-payment, the Buyer shall be in default without further reminder. Discounts will only be granted subject to separate agreement. Payment by instalments requires a separate written agreement.
6. A separate prior agreement is required for payment by bill of exchange. The Buyer shall bear discount charges and costs for the bill of exchange. Invoices can be settled by cheque or bill of exchange only as conditional payment and are deemed as having been paid only after an unreserved credit entry.
7. If we have several outstanding debts due from the Buyer, and if the Buyer does not provide payments regarding a specific receivable, we shall have the right to determine to which of the outstanding debt the payment is assigned.
8. In case of payment default, deferred payment or instalments we have the right to demand interest on arrears at the customary bank rates, at least, however, at 10 percentage points p.a. above the respective base interest rate and to withhold further services until the settlement of all due invoices. Proof of higher damages remains reserved.
9. If justified doubts arise in the Buyer’s ability to pay or creditworthiness, e.g. due to delayed payments, payment default or cheque protest, we shall have the right to request security deposits or cash payment simultaneously with our performance. If the Buyer fails to comply with this request within a reasonable period of time set for the Buyer, we shall have the right to withdraw from the part of the contract that has not yet been fulfilled, or to discontinue the deliveries until receipt of the payments. The deadline is not necessary if the Buyer is clearly not able to pay the security deposit.
10. The Buyer is entitled to a set-off against claims from us only if his counterclaim is not disputed by us or if it has been legally established or if it is ready for a decision. This offsetting ban does not apply for counterclaims from the same contractual relationship. The assignment of receivables against us requires our consent.
11. The Buyer shall have a right of retention only if the counterclaim is based on the same contractual relationship and not disputed or legally established or disputed but ready for a decision. If a service provided by us is indisputably inadequate, the Buyer shall have a right to retention only to the extent that the retained amount is reasonably proportionate to the defects and the anticipated costs of the remedial action.
12. The payment dates shall remain the same also if delays in the delivery arise through no fault of ours.
13. We require a so-called confirmation of arrival from the Buyer in order to be exempted from sales tax for intra-Community deliveries. After receipt of the contractual object, the Buyer therefore has a duty to confirm to us in writing that he has received the contractual object of an intra-Community delivery as a purchaser.
14. Insofar as our invoice does not contain value added tax, in particular because, based on the information provided by the Buyer, we are assuming an “intra-Community delivery” within the meaning of Section 4 No. 1 b in conjunction with Section 6 a UStG (Turnover Tax Act) and we are retrospectively charged with value added tax (Section 6 a IV UStG), the Buyer has an obligation to pay to us the amount that is being charged to us. This obligation exists irrespective of whether we have to pay value added tax, import sales tax or similar taxes in Germany or abroad retrospectively.

Clause 10 Transfer of risk, packaging

1. Place of performance for the services ordered and payments shall be our registered office.
2. The Buyer has an obligation to accept the services ordered as soon as he has been notified by us of their completion. If the Buyer fails to accept the service within two weeks after notification, the service is deemed to have been accepted.
3. The risk of destruction, loss or damage of the goods passes to the Buyer upon notification of completion of the goods. Insofar as dispatch was agreed, the risk passes to the Buyer upon dispatch of the goods or their transfer to the carrier.
4. Insofar as not otherwise agreed, we shall determine the type and extent of the packaging. Non-returnable packaging shall be disposed of by the Buyer.
5. If loan packaging is used, this shall be returned within 30 days after receipt of the delivery, freight prepaid. Loss and damage of the loaned packaging is the responsibility of the Buyer.
Loaned packages must not be used for other purposes or for holding other objects. They are only intended for the transport of the delivered goods. Labels must not be removed.
6. In case of damage or loss of the goods during transport, the Buyer must immediately arrange an inventory and notify us accordingly. Claims arising from possible damages in transit must be immediately asserted with the carrier by the Buyer.

Clause 11 Obligation to inspect goods and give notice of defects

1. It is the responsibility of the Buyer to examine the goods immediately after delivery in accordance with Section 377 HGB (German Commercial Code) or comparable foreign or international provisions and to notify us immediately on discovery of any defects and damage found on this occasion as well as at a later time. Otherwise the delivery shall be deemed as approved free of defects. The regulation of Section 377 HGB shall apply correspondingly to services and works. Notification of defects must be made in writing. A complaint in text form, i.e. as email, is not sufficient.
2. The continued use of defective deliveries or services is not permitted. If a defect could not be found on arrival of the goods or during the service provision, any further use of the object of delivery or performance must be discontinued immediately after discovery.
3. The Buyer shall immediately provide us with a representative amount of defective parts. He shall grant us the time required to examine the defect reported. In case of unjustified complaints we reserve the right to charge the Buyer with the examination costs incurred.
4. The report of the defect does not release the Buyer from compliance with his payment obligations.

Clause 12 Warranty

1. Where there is a defect in the objects of delivery or performance, we have a right to remedial action, replacement delivery or credit note within a reasonable period of time, at our own discretion.
2. In case of third-party products, also where they are built into the supplied goods or where they have been otherwise used, we have the right to initially limit our liability to the assignment of the warranty claims that we are entitled to against the supplier of the third-party products, unless the satisfaction from the assigned right fails or the assigned claim cannot be enforced for other reasons.
3. Claims by the Buyer for the expenses required for rectification, in particular costs for transport, travel, labour, material and exchange are excluded, insofar as the expenses increase because the goods have subsequently been shipped to a place other than the original place of performance.
4. The same warranty conditions that apply for the object that was initially delivered apply for substitute performances and rectification.

Clause 13 Defects of title

1. Orders in accordance with drawings, drafts or other details provided by us are executed at the Buyer’s risk. If we infringe any third-party property rights due to the execution of such orders, the Buyer shall release us from any claims of the owner of such rights.
Our liability for the breach of property rights, which are associated with the use of the objects of delivery or performance or with the connection or the use of the objects of delivery or performance with other products, is excluded.
2. In the case of such defects of title we have the right to obtain the necessary licenses or to remove the defects by changing the object of delivery or performance to a reasonable extent.

Clause 14 Liability

1. Our liability for the obligations of the company extends only to the company assets.
2. In the event of simple negligence, we are only liable for the breach of an essential contractual duty. Liability is limited to foreseeable damage typical for this type of contract.
3. In the case of warranted properties, our liability is limited to the extent and the level of our product liability insurance. The extent of the cover corresponds to the recommendations for the business and product liability insurance by the German Insurance Association (GDV). The level of cover for the insured events that are within the scope of the insurance contract is a minimum of 2 Million Euro per insurance year.
4. Compensation claims due to personal injury and claims arising from product liability law are subject to the legal provisions.
5. Restrictive liability agreements arising out of the contract apply also to tortuous claims by the Buyer.
6. Liability for damages beyond the above provisions is excluded. The Buyer’s right of recourse against us only exists insofar that the Buyer has not entered into an agreement with his customer that goes beyond the scope of the statutory claims for defects and compensation. Our liability is excluded insofar as the Buyer has effectively limited liability on his part towards his customer.
7. Insofar as our liability is limited, this also applies to the personal liability of our employees, workers, staff, representatives, agents and vicarious agents.
8. Insofar as our liability is limited, the Buyer has a duty to release us from third party claims.
9. The Buyer has a duty to notify us immediately of any third-party claims.

Clause 15 Limitation

1. The limitation period for claims and rights due to defects in our products, services and works as well as damages arising out of these is 1 year. This does not apply where the law stipulates longer periods. The beginning of the limitation period is determined by the legal provisions. The above reduction of the statute of limitations does not apply where the law stipulates longer periods in Sections 438 (1), No. 2, 479 and 634 a (1), No. 2 BGB.
2. The limitation period under previous number 1, sentence 1, also does not apply in case of intent, if we have fraudulently concealed the defect or assumed a guarantee of quality, in case of compensation claims for personal injury or breach of a person’s liberty, for claims arising out of the product liability law and in the event of a grossly negligent breach of duty or the breach of essential contractual obligations.
3. Subsequent performance measures do not stop the limitation period that applies to the original service provision, nor do they restart the limitation.

Clause 16 Acquisition of ownership

1. We reserve the right to ownership to all contractual objects until the complete settlement of the receivables due to us that arise from the business relationship with the Buyer.
2. If our assets are processed, combined or mixed with third party assets, we shall acquire ownership of the new object in accordance with Section 947 BGB.
If the processing, combining or mixing is carried out in such a way that the third party work is to be considered the principal object, we shall acquire ownership proportionate to the value of our service to the third party service at the time of the processing.
3. If we acquire ownership of an object due to our service, we retain ownership of this object until all existing receivables arising from the business relationship with the Buyer have been settled.
4. The Buyer has a duty to keep the reserved goods in a safe place and, if necessary, carry out maintenance and repair work in a timely manner at his own expense. The Buyer must insure the reserved goods against loss and damage at his own expense. Lien claims arising in the event of damage must be assigned to us.
5. The Buyer has a right to resell the object (co)-owned by us in the ordinary course of business, as long as he fulfils his obligations arising out of the business relationship with us. In this case, the claim arising from the sale is deemed to have been assigned to us proportionate to the value of our service secured by the reservation of title to the total value of the goods sold. The Buyer shall still be entitled to collect the receivable even after the assignment. This does not affect our right to collect the receivable ourselves.
6. The right of the Buyer to dispose of the goods that are subject to our reservation of title as well as to collect the receivables assigned to us expires as soon as the Buyer no longer fulfils his payment obligations or an application for the initiation of insolvency proceedings is filed. In these cases as well as any other conduct by the Buyer, which constitutes a breach of contract, we have the right to take back the goods delivered under the reservation of title.
7. The Buyer shall notify us immediately if there are any risks to his reserved property, in particular in case of insolvency, inability to pay and enforcement action. Upon our request, the Buyer must provide us with the necessary information about the inventory of the goods that are in our (co)-ownership and about the receivables assigned to us, and he must also notify his customers of the assignment. The Buyer shall support us in all measures that are necessary to protect our (joint) property and bear the costs incurred in this respect.
8. Due to all receivables arising from the contract, we have a right of lien on the Buyer’s objects that are in our possession by virtue of the contract. The lien can also be exercised due to receivables from earlier deliveries or services, insofar as these are connected with the object of delivery or performance.
The lien applies to other claims arising from the business relationship, insofar as the lien is undisputed or legally established. Sections 1204 et seqq. BGB and Section 50 (1) of the Insolvency code apply accordingly.
9. If the value of the securities that can be realised exceed our receivables by more than 15 %, we will release securities at our discretion upon the Buyer’s request.

Clause 17 Manufacturing equipment

1. If specific tools are required to execute the order, such as samples, tools and templates, we shall become and remain the owners of the tools fabricated by us or by a third party commissioned by us; this also applies when the Buyer pays pro rata costs for the manufacturing equipment.
2. The tools are used only for the orders made by the Buyer, as long as the Buyer fulfils his obligations regarding payment and acceptance. We are only obliged to maintain and replace these tools free of charge if these are necessary for the fulfilment of an output quantity guaranteed to the Buyer.
3. Manufacturing costs for the tools are, if not otherwise agreed, invoiced separately from the goods to be delivered. This also applies to tools, which have to be replaced due to wear and tear.
Pro rate costs for tools shall be listed separately in the offer and the order confirmation; they are due without deduction at the completion of the contract. Furthermore, it shall be specified if and how potentially paid proportions of costs for tools be recouped.
4. If it has been agreed that the Buyer shall become the owner of the tools, the ownership of the tools shall transfer to him after payment of the purchase price for the tools. The transfer of the tools to the Buyer is replaced by our retention obligation. Regardless of the Buyer’s legal right to restitution and the service life of the tools, we have a right to exclusive possession of the tools until a minimum quantity has been accepted by the Buyer or until the expiry of a specified time period. We shall mark the tools as third party property and, upon request by the Buyer, insure them at the Buyer’s expense.
5. If the Buyer suspends or terminates the collaboration during the production of the tools, all manufacturing costs incurred up to this point shall be borne by the Buyer, unless we are responsible for the termination.
6. For tools owned by the Buyer in accordance with paragraph 4 of for tools lent to the Buyer, our liability in terms of storage and maintenance is limited to the level of care exercised in our own business. Costs for maintenance and insurance shall be borne by the Buyer. Our obligations will end when, following the request to the Buyer to collect the tools, these have not been collected within 14 days of the request.
7. As long as the Buyer does not fulfil his obligation in full, we have a right to retain the tools. The liens to which we are legally entitled are not affected by this.

Clause 18 Provision of materials

If the Buyer provides us with material for the processing, the following provisions apply:
1. The goods to be processed are checked by us upon delivery only for obvious defects and damages. We have no obligation to carry out further checks. Identified defects or damage shall be reported to the Buyer within 10 working days after being discovered.
2. The material provided to us must consist of raw material that handles well and that is of normal quality or as agreed. Otherwise we shall invoice the Buyer for the necessary additional costs.
3. If the goods provided prove to be unserviceable due to material defects, the handling costs that have been incurred by us must be reimbursed.
4. We do not accept any liability for damage caused by unclear labelling and identification of goods supplied by the Buyer.
5. The Buyer has an obligation to reimburse us for any damage including lost profits, which we suffer due to the provision of material that is not fit to process.
6. There is no replacement for rejects to the extent that is usual in the industry.

Clause 19 RoHS Directive and Electrical Equipment Act

1. Prior to the placement of an order, the Buyer must check Directive 2011/65/EU (inkl. 2015/863/EU) and the Electrical Equipment Act and establish if our delivery after further processing falls within the scope of the Electrical Equipment Act and advise us whether this is the case. If we do not receive a notification, we assume that the parts are not going to be installed in or connected to products associated with the product catalogue of Section 2 (1) of the Electrical Equipment Act.
2. In case of an infringement of the Electrical Equipment Act, liability on our part is excluded, insofar as this infringement is based on a breach of the Buyer’s notification duty. Should there be any claims by third parties raised against us due to this infringement, the Buyer shall release us from such claims.

Clause 20 Confidentiality

1. The Buyer undertakes to treat all aspects of the business relationship worthy of protection as confidential. In particular, he shall treat all commercial and technical information that is not public, and which becomes known to the Buyer by virtue of the business relationship, as a trade secret. Information or aspects of the business relationship, which were already public knowledge at the time of the disclosure, as well as such information or aspects of the business relationship, which the contractual partner was verifiably already aware prior to the disclosure by us, do not fall within the scope of confidentiality. The Buyer shall ensure that his employees are also correspondingly committed to maintain confidentiality.
2. Duplication of the documents provided to the Buyer is only permitted within the context of the operating requirements and in accordance with the provisions of copyright law.
3. Without our written consent, access to any documents, whether as a whole or partially, must not be given to third parties or used beyond the purposes for which the Buyer was given the documents.
4. Disclosure of the business relationship with us, also a partial disclosure, may only be made to third parties after prior written consent by us; the Buyer shall place third parties also under an obligation to maintain confidentiality, within the scope of a similar agreement.
5. The Buyer may only use the business relationship with us for advertising purposes subject to our prior written consent; he is also under a duty to maintain confidentiality after the end of the business relationship.

Clause 21 Export and import capability

If an export is not agreed with us, we are not obliged to check if an export of the products supplied by us is subject to authorisation. The risk of export and import capability of ordered product rests with the Buyer. It is the responsibility of the Buyer to verify this, e.g. by way of an enquiry with the Federal Office of Economics and Export Control (short BAFA) in Eschborn near Frankfurt am Main.

Clause 22 Place of Jurisdiction and applicable Law

1. The place of jurisdiction shall be at our discretion the competent court for our registered office or for the registered office of the Buyer.
2. The law of the Federal Republic of Germany is exclusively applicable to the business relationships with the Buyer. The application of CISG – the “UN Convention on International Sale of Goods” is excluded.
3. If individual parts of these General Delivery Terms & Conditions are invalid, this shall not affect the validity of the remaining provisions.

Clause 23 Data protection
We use all data of the Buyer only for the purposes of the business processing and in accordance with the requirements of the relevant data protection provisions. Upon written request, the Buyer also has a right of access regarding his personal data that are collected, processed and used by us.

Clause 24 Contact details

Türk + Hillinger GmbH

Tel. +49 7461 7014 0
Fax +49 7461 7014 110
info@tuerk-hillinger.de
www.tuerk-hillinger.com
Register Entry: HRB 450291 Local Court of Stuttgart
VAT ID No.: DE 811300816

Türk + Hillinger Automotive GmbH

Tel. +49 7461 7014 0
Fax +49 7461 7014 110
info@tuerk-hillinger.de
www.tuerk-hillinger.com
Register Entry: HRB 451356 Local Court of Stuttgart
VAT ID No.: DE 814379810

General Terms and Conditions of Purchase
Türk + Hillinger GmbH, Tuttlingen
Türk + Hillinger Automotive GmbH, Tuttlingen

V-AEB-AI-0818-0 Version 01. August 2018

Clause 1 Scope of application

1. These General Terms & Conditions of Purchase apply exclusively in addition to the other contractual agreements for all business dealings between us and the seller, contractor or service provider/works contractor, hereinafter referred to as Supplier. We do not accept deviating terms and conditions, unless we expressly agree that they apply. These General Terms & Conditions of Purchase also apply if we accept the delivery or performance in the knowledge of deviating terms and conditions.
2. Completion of the contract shall not fail due to contradictory general terms and conditions. Insofar as conflicting general terms and conditions correspond, whatever has been regulated in agreement shall apply. In addition, the provisions of our Terms & Conditions of Purchase shall apply as agreed, which are not opposed by any conflicting provisions of the Supplier’s terms and conditions. On the other hand, such provisions of the Supplier’s terms and conditions, which do not correspond with the contractual content of our General Terms & Conditions of Purchase shall not become part of the contract.
In all other cases, the non-mandatory provisions of the law shall apply.
3. These General Terms & Conditions of Purchase shall also apply to all future contracts with the Supplier without being repeatedly incorporated. They shall apply until we provide new Terms & Conditions of Purchase.
4. These Terms & Conditions of Purchase apply only to companies within the meaning of Section 14 BGB.
5. Subsidiary agreements and subsequent contractual changes must be made in writing.

Clause 2 Offers

1. Offers and samplings are free of charge for us. The offer must clearly refer to any deviations from our enquiry. The Supplier’s offer is binding for a minimum of one month.
2. Our documents must be returned to us without delay and free of charge when they are no longer required for the implementation of the contract.
3. Offers must be accepted by the supplier within one week from the date of order, stating our order number. The Supplier shall confirm the order in writing.
4. Confirmed prices are deemed fixed prices.
5. Delivery schedules are binding at the latest when the Supplier does not raise an objection within one week after receipt.
6. Blanket orders entitle to the purchase of primary materials only to the extent necessary.
7. The manufacture of parts for call orders without the receipt of a request are permitted for a maximum of 2 delivery lots.
8. It is not permitted to transfer an order to third parties without our consent. It gives us the right to rescind the contract and bring a claim for compensation.

Clause 3 Amendments 1. We may request amendments to the contract prior to order execution. The amendments must be settled by mutual agreement. Any concerns regarding the amendments requested by us must be brought to our attention immediately.
2. If an agreement cannot be achieved, we shall be entitled to rescind the contract; in this case, the Supplier shall receive an appropriate reimbursement of expenses.
3. The Supplier does not have the right to make changes to the order without prior written consent.

Clause 4 Terms and Conditions for Delivery, Price and Payments

1. Deliveries are made in accordance with the clause DDP (Delivery Duty Paid) of INCOTERMS 2010.
2. The prices are quoted free place of receipt in Euro including packaging, carriage, tolls, postage, customs duties, insurance and exclusive of tax, in particular value added tax. Value added tax must be identified separately.
3. A price marked in the order is deemed the maximum price. It may be lower, but it must not be exceeded. Unilateral price increases are not permitted.
4. If significant changes of costs for labour, material or energy occur in connection with contracts with a term of more than 24 months or permanent contracts, each contracting partner shall have the right to request negotiations on a reasonable price adjustment, taking into consideration these factors.
5. The Supplier is not permitted to calculate higher prices for us and grant worse conditions to us than other similar customers.
6. Invoices must be issued separately for each order immediately at delivery, in triplicate with identification of the original and copy. They must include the order reference, order number and item number.
7. Payments are made by us in Euro free domestic bank account of the Supplier, unless otherwise agreed.
8. The payment is made when the invoice is due, the goods have been received in full and free of defects or the service has been provided free of defects. This applies correspondingly to permitted partial deliveries.
The period for payment starts with the day of the delivery free of defects, the provision of the service free of defects, the day of acceptance or the day the invoice is due, whereby the later point in time is decisive.
The payment is made subject to verification of the invoice as well as the proper fulfilment of the contract.
9. Delays due to inaccurate invoices do not adversely affect agreed discount periods. If a discount agreement has been made, the payment is made in accordance with the agreement, however, at least within 14 days minus 3% or within 30 days net from the date of the invoice.
10. In the event of simple negligence we shall not be considered in default of payment. Our replacement obligation for damages due to default is limited to the damages that typically occur.
11. If advance payments are agreed, the Supplier shall furnish an unlimited performance bod from a German bank or insurance company, in the amount of the advance payment and stage by stage against the performance. In case of default in delivery, default interest at the level of 9 percentage points above the base rate are deducted from the advance payment amount in the invoice, in accordance with Section 247 BGB. The Supplier remains at liberty to provide evidence of lower damage.
Our assertion of damage caused by delay is not affected by this provision.
12. If it becomes apparent after completion of the contract, that our delivery claim is jeopardised due to insufficient performance by the Supplier, we can refuse payment and set the Supplier an appropriate deadline to deliver step by step for payment or to provide a security deposit. If the Supplier refuses or the period expires without success, we shall have the right to rescind the contract and claim compensation.
13. If the solvency of the Supplier deteriorates to the extent that the performance of the contract is jeopardised or the Supplier ceases to make deliveries, we shall have the right to rescind the contract. The right to rescind can also be exercised in part only.
14. The Supplier does not have the right without our consent to assign receivables against us to third parties or to have them collected by third parties. If an extended reservation of title has been agreed, the consent is deemed as having been given. If the Supplier still assigns receivables against us to a third party without our permission, we can make payment to the Supplier as well as the third party, with releasing effect.
15. The Supplier has rights of offset and retention only insofar as the counterclaim upon which the right to performance refusal, retention and offset right is supported, is undisputed or legally established.

Clause 5 Obligation to inspect goods and give notice of defects

1. Deliveries only need to be checked for apparent defects. A notice of defect is given in good time if it is given within 10 working days from the detection of the defect. In this respect, the Supplier waives the defence of the notification of a defect being late. For transitory transactions, account should be taken of the complaint by the accepting party.
2. In the case of a justified complaint, we reserve the right to charge the costs for the investigation and notice of defects to the Supplier. The Supplier shall bear the costs and the risk of the return of defective delivery objects.

Clause 6 Delivery traffic, default, contractual penalty, transfer of risk
1. The deadlines and terms specified in the order or in requests are binding. There is no obligation on our part for acceptance prior to the expiry of the delivery date.
For deliveries, the receipt of the delivery by us in the agreed factory or at the place of receipt or place of use specified by us is crucial for the compliance with terms and deadlines.
For services, the timely and complete provision of the service is decisive.
For works production, the time of acceptance is crucial.
2. Partial deliveries and partial services are only permitted with written consent.
3. The Supplier must notify us immediately of any difficulties preventing him to make the delivery in the prescribed quantity or quality on schedule and request a decision regarding the continuation of the order. He is liable for notifications that were not made or that were made late.
4. In case of delivery earlier than agreed, we reserve the right to return or temporary storage with a third party at the expense of the Supplier. If, in the case of early delivery, the goods are not returned or stored with a third party, the goods shall be stored with us until the delivery date at the expense and risk of the Supplier. In the event of early delivery, we reserve the right to make the payment no early than on the agreed due date. In case of early delivery, the discount period is calculated from the day of the agreed delivery date or the day of our receipt of the invoice, whichever occurs later.
5. In case of delayed delivery we shall be entitled to the statutory claims; Exemption from or limitation of liability by the Supplier is excluded.
6. In the case of repeated or sustained exceeded deadlines on the part of the Supplier, we shall have the right to rescind or terminate the contract without notice.
In the event of a non-culpable exceeded deadline we shall have the right to withdraw if the exceedance is significant and the urgency of the delivery requires this because we are bound by deadlines.
If we withdraw, we may retain partial deliveries in return for a credit note.
7. If the Supplier is behind schedule, he has a duty to comply with our request for express shipping (express goods or express freight, courier, express parcel, air freight etc.) at his expense.
8. A reminder or deadline is not necessary if the delivery date has been agreed as fixed or if the supplier declares that he cannot deliver within the deadline.
9. If the Supplier falls behind, we have the right, after notice is given, to demand a contractual penalty of 10% of the net delivery value or the performance for each completed week, however, not more than 50% of the net delivery value in total or of the performance, and to rescind the contract. We reserve the right to assert a claim for higher damages. The Supplier is at liberty to provide evidence of lower damage. The contractual penalty paid shall be credited to a compensation claim. The right to request payment of an agreed contractual penalty will not be forfeited if the contractual penalty was not expressly reserved when the late delivery was accepted, provided that it is enforced up until such a time as final payment is made.
10. In the case of default in delivery by the Supplier, we shall be entitled to a covering purchase, insofar as this is expedient in the circumstances in order to prevent consequential losses resulting from the default. The additional costs incurred by us shall be borne by the Supplier.
11. The supplier can only rely on the absence of documents to be delivered if he has requested them in writing by way of a reminder and not received them within a reasonable period.
12. In the event of delayed acceptance, we shall only be liable for claims for damages if we are at fault.
13. Each consignment must include a delivery note in duplicate, which states all characteristics contained in the order, in particular order number, item number, batch number, position number.
Partial and remaining deliveries must be identified in particular.
The delivery note should be attached on the outside of the delivery, namely either below a label or under packing paper with the note: “Delivery note here”.
In case of import deliveries, depending on type of shipping method and the country of delivery, all shipping documents, in particular movement certificates, express parcel consignment notes, customs shipping notes, certificates of origin and invoices must be attached to the consignment.
14. Notice of each delivery should be given to us in advance. The notice should contain information regarding the order number, quantity, dimensions, weight, special provisions for the handling of the goods, unloading, transport and storage.
Delays, additional costs as well as damage arising due to non-compliance with shipping instructions, shall be borne by the Supplier. We reserve the right to return packaging to the Supplier.
15. The risk is transferred only with the delivery after unloading by the Supplier or the transport company to the shipping address specified by us, or with acceptance. This applies also if our personnel assists with the unloading.
16. The goods are accepted during business hours or the goods receiving hours specified by us.

Clause 7 Force majeure

In cases of force majeure, we are released from our obligation to accept the goods or works or other services. This also applies to other cooperation in the contractual performance.
If we cannot accept the goods in time due to force majeure as well as due to other obstacles that are unforeseen or outside our influence, and which have an effect on the acceptance of the goods, the acceptance period shall be extended appropriately and there shall not be a default of acceptance.
We shall be released in full or in part from our obligation to accept the ordered service or delivery if, because of the delay at our end caused by force majeure, the delivery or service can no longer be utilised in light of economic considerations. This applies in particular if our demand is reduced by over 30% or more.

Clause 8 Material Defects

1. The Supplier shall ensure that his products and services correspond to the legal requirements and the technical standards as well as to the current state-of-the-art and the agreed properties in text and drawing and suitable for the intended use known to the Supplier.
2. The Supplier shall obtain information on the intended use of his products, services and works services.
3. The Supplier shall notify us immediately of any changes to his products due to legal provisions, their delivery capacity, their possible uses or quality and in individual cases agree appropriate measures with us. The same applies as soon as and insofar as the Supplier becomes aware of such impending changes.
4. The Supplier shall label his delivery objects in such a way that they can be identified as his products and the products can be traced back to him.
5. The Supplier shall enclose inspection certificates and safety data sheets with his deliveries.

Clause 9 Compensation claims for defects and damage

1. Complaints mean additional expenses. For this reason, we reserve the right to charge a flat compensation charge of 100.00 € for each justified complaint.
The Supplier’s right to prove that the expenses were lower, and our right to prove that the expenses were higher remain reserved.
2. We shall have the right, at our discretion, to demand rectification from the Supplier, to rescind the contract or to reduce the purchase price and claim compensation or reimbursement of the fruitless expenditures in accordance with the legal provisions.
Within the scope of rectification, we have the right to request at our own discretion remedial action or delivery of an object free of defects.
The Supplier has an obligation to bear all expenses necessary for the purpose of remedial action, replacement delivery or elimination of damages, in particular transport, travel, labour, material and exchange costs.
3. If the supplier does not remove the defect or make a replacement delivery within a reasonable period set by us or if it is not possible to remove the defect, or the removal of the defect fails, we shall have the right to withdraw from the contract and request compensation instead of the service.
If, due to extreme urgency, it is no longer possible to notify the Supplier of the defect and the impending damage and to set an extension period, even a short one, for his own remedy, we shall have the right to arrange the removal of the defect ourselves or via a third parties at the expense of the Supplier.
4. If the same goods are repeatedly delivered in a defective condition, we have the right, after a written warning at a further defective delivery, to withdrawal also regarding the deliveries which have not yet been made.
5. Our claims for defect compensation or compensation for damage become time-barred in relation to the purchase contract with the expiry of 36 months after delivery of the products manufactured by us using the supplied goods, however, no later than with the expiry of 60 months from the delivery to us, as well as in the case of services and works, with the expiry of 60 months after acceptance of the service and work.
This only applies where there is no limitation period prescribed by law, which is longer or begins later.
If the acceptance is delayed due to no fault of the Supplier, the warranty period is a maximum of 60 months after the delivery object is made available for acceptance.
The warranty period for defects of parts for constructions is 60 months after acceptance or commissioning.
In relation to supplied parts that do not remain in operation during the remedial action or damage repair or that can be used otherwise in accordance with their intended use, the ongoing warranty period is extended by the period of the unused time.
The above-mentioned limitation periods apply also in the case that the Supplier has assumed a guarantee for his products, works or services.
6. Claims against the Supplier due to legal defects in the products, services or works become time-barred 5 years from delivery to us or acceptance by us. This only applies where there is no limitation period prescribed by law, which is longer or begins later.
7. If it is apparent that the supplier acts not only as a gesture of goodwill or for the amicable settlement of a dispute, but in the knowledge that he has a duty to remove the defect, whereby the extent, duration and costs of the removal of the defect are to be considered in particular, the limitation period for parts additionally delivered within the limitation period, starts to run again at the time when the supplier has provided the services by way of supplementary performance or with acceptance.
8. The Supplier must release us of claims by third parties which are a consequence of material defects in the delivery object or the service or work provided if he is responsible for the damage.
If we are held liable due to strict liability towards third parties in accordance with mandatory law, the Supplier shall indemnify us to the extent that he would also be directly liable. For the compensation of damage between us and the Supplier, the principles of Section 254 BGB shall apply accordingly.
9. The Supplier shall release us from claims by third parties due to legal defects, insofar as he is responsible for the defect.
10. The Supplier has an obligation to reimburse us for the costs and expenses incurred for and damages due to a recall or return programme to avoid personal injury or material damage, which are the consequence of the defectiveness of the delivery object or the service or work provided.

Clause 10 Insurance Cover

1. The Supplier undertakes to take out and maintain a business and product liability insurance policy with a sum insured of at least 2.5 Million € for personal injury, material damage as well as damage to products.
He undertakes to take out and maintain a recall cost insurance for automotive parts and non-automotive parts with a sum insured of at least 1 Million € in each case.
2. The extent of the product liability insurance must extend to the forms of cover of the extended product liability insurance including the so-called facultative coverings and the necessary adaptation of cover according to the new 2018 Sales Law. The cover must also extend to damage abroad.
3. The Supplier shall submit these Terms and Conditions of Purchase to his business liability insurer in accordance with clause 7.3 AHB, for co-insurance within the scope of his business and product liability insurance policy and for the confirmation that the cover is not prejudiced.
4. The Supplier shall immediately provide us with the confirmation of the insurer of the above-mentioned scope of cover (Certificate of Insurance).

Clause 11 Confidentiality

1. The contractual parties undertake to treat all aspects of the business relationship as confidential. In particular, they shall treat all commercial and technical information that is not public, and which becomes known to them by virtue of the business relationship, as a trade secret. Information or aspects of the business relationship, which were already public knowledge at the time of the disclosure, as well as such information or aspects of the business relationship, which the Supplier was verifiably already aware of prior to the disclosure of the information by us, do not fall within the scope of confidentiality.
2. We reserve the ownership rights and copyrights in images, drawings, calculations and other documents. Our documents may only be made available to those persons performing our order. The Supplier shall ensure that his employees are also committed to protect our justified interests in maintaining confidentiality.
3. The Supplier is also under a duty to maintain confidentiality after the end of the business relationship.
All items provided by us must be returned to us after the rejection or processing of the order.
4. Duplication of the items provided to the Supplier is only permitted within the context of the operating requirements and in accordance with the provisions of copyright law.
5. All information regarding the business relationship is not intended for third parties. Disclosure of the contract with us, also a partial disclosure, may only be made to third parties after prior written consent by us; the Supplier shall place third parties also under an obligation to maintain confidentiality, within the scope of a similar agreement.
6. The Supplier may use his business relationship with us for advertising purposes only with prior written consent.
7. Items provided to the Supplier by us remain our property. Items produced on our behalf shall become our property. These may be delivered to third parties only with prior express written consent.
8. It is not permitted to transfer an order to third parties without our consent. It gives us the right to rescind the contract and bring a claim for compensation.
9. The Supplier undertakes to refrain from directly or indirectly doing business with our clients, which corresponds with the contractual object.
10. Products that comply with our order and that are intended for a specific application and not of general specification, must not be supplied to third parties.

Clause 12 Manufacturing equipment, retention of title

1. Manufacturing equipment provided, designed or paid by us, such as models, matrices, templates, samples, tools shall remain or become our property. They must not be used for supplies to third parties, not copied, disposed of, transferred as security, pledged or otherwise passed on. The same applies to the delivery objects produced by means of this manufacturing equipment. The Supplier has an obligation to use the manufacturing equipment solely for the production of the contractual products order by us.
2. If objects in our ownership are pledged by third parties, the Supplier has a duty to inform us of this immediately in writing. The Supplier must inform the enforcing party of the ownership of the items when they are attached.
3. The Supplier has an obligation to insure the items belonging to us at their new value via a property insurance policy to the maximum extent possible (all risk cover, extended covered) at his own expense. The Supplier shall assign to us the compensation rights arising out of this insurance policy.
4.The Supplier is obliged to perform necessary maintenance and inspection works on the objects provided as well as all repair and remedial work in good time at his own expense.
5. We reserve ownership to any items provided by us. Contractually agreed processing or alternation by the Supplier is carried out on our behalf. If the reserved goods are reworked, combined or mixed alongside other items that do not belong to us, we shall acquire joint ownership of the new goods in the ratio of the value of the reserved goods to the other goods at the time of reworking, combining or mixing. If the processing, combining or mixing is done in such a way that the Supplier’s goods are to be seen as the principal goods, it shall be agreed that the Supplier will transfer joint ownership to us on a proportional basis.
This provision applies also if we refuse acceptance due to late or defective delivery or if we may refrain from further orders.
In such cases, the items supplied must be placed at our disposal free of charge. Offsetting is excluded.
6. Additional expenses due to defects in material and dimensional deviations in the raw materials supplied may only be invoiced to us after prior written agreement to such additional expenses.
7. The supplier has an obligation to check the items supplied when they are transferred, for apparent defects such as identity, quantity and damages incurred in transit, and to notify us immediately of such defects. Defects in the items supplied that are discovered during processing must be notified to us immediately after being discovered.
8. Insofar as the security rights we are entitled to exceed the purchase price of all reserved goods not yet paid by more than 15 %, we shall release a corresponding part of the security rights upon request of the Supplier.
9. We do not accept any extension or renewal of a retention of title that exceeds the Supplier’s simple reservation of proprietary rights to the unprocessed Supplier’s product stored with us, in particular after processing, combining or mixing with other goods as well as after disposal of the Supplier’s product.

Clause 13 EU Regulation REACH

The Supplier shall ensure that all materials used, which fall within the scope of the EU regulation for chemicals REACH, are registered and approved in accordance with this regulation and in consideration of the contractual use of the materials. This shall also apply to suppliers outside the EU. The Supplier shall provide appropriate verification of compliance with this obligation upon our request.

Clause 14 Export and customs provisions

1. The Supplier has a duty to inform us in his business documents of possible authorisation requirements for (re)-exports of his goods in accordance with German, European and US export and customs provisions as well as in accordance with the customs and export provisions of the country of origin of his products.
For this purpose, the Supplier provides at least the following information on the items concerned in his offers, order confirmations and invoices: Export list number in accordance with appendix AL to the German Foreign Trade Ordinance or similar list positions of relevant export lists;
for US goods the ECCN (Export Control Classification Number) in accordance with US Export Administration Regulations (EAR); the trade-policy place of origin of his goods and of the components of his goods, including technology and software; whether the goods have been transported via the US, manufactured or stored in the US or made by means of US American technology; the statistical goods number (HS Code) of this goods, as well as a contact person in his company to clarify any potential queries by us.
2. Upon our request, the Supplier has an obligation to provide us in writing of all other foreign trade data of his goods and their components as well as to notify us of any changes in the indicative data immediately prior to delivery of corresponding products affected by this.

Clause 15 Proof of origin
1. The Supplier shall immediately provide proof of origin requested by us, including all required detail and properly signed.
2. The Supplier shall notify us in writing immediately and without request when the details in the proof of origin for the supplied goods no longer apply.
3. The same applies to proof of VAT for deliveries abroad and within the European Community.
4. The Supplier shall inform us immediately if a delivery is partially or completely subject to export restriction under German or other law.

Clause 16 Place of Jurisdiction / Place of Performance / Applicable Law

1. The place of jurisdiction shall be at our discretion the competent court for our registered office or the place of jurisdiction of the Supplier.
2. Place of performance is the place where the goods are to be delivered in accordance with the order. Place of performance for payments is our registered office.
3. The law of the Federal Republic of Germany is exclusively applicable to the contractual relationships with us and our clients. The application of CISG – the “UN Convention on International Sale of Goods” – is excluded.
4. If individual parts of these Terms & Conditions of Purchase are invalid, this shall not affect the validity of the remaining provisions.

Clause 17 Data protection

We use all data of the Supplier only for the purposes of the business processing and in accordance with the requirements of the relevant data protection provisions. Upon written request, the Supplier also has a right of access regarding his personal data that are collected, processed and used by us.

Clause 18 Contact details

Türk + Hillinger GmbH

Tel.: +49 7461 7014 0
Fax: +49 7461 7014 110
Email: info@tuerk-hillinger.de
Internet: www.tuerk-hillinger.com
Register Entry: HRB 450291 Local Court of Stuttgart
VAT ID No.: DE 811300816

Türk + Hillinger Automotive GmbH

Tel.: +49 7461 7014 0
Fax: +49 7461 7014 110
Email: info@tuerk-hillinger.de
Internet: www.tuerk-hillinger.com
Register Entry: HRB 451356 Local Court of Stuttgart
VAT ID No.: DE 814379810