General Purchase Conditions For All German AL-KO Companies

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1. The following Purchase Conditions shall apply in relation to all supplies and services provided by you (hereinafter called "the Supplier") to the companies of the AL-KO Group. These Purchase Conditions shall also apply to future business transactions even if the Purchase Conditions are not expressly agreed to again. We do not recognise any supply condi- tions or payment conditions of a Supplier which are at variance or conflict with our Purchase Conditions. Our Purchase Conditions shall also apply even we accept supplies or services of the Supplier without reservation and have notice of conflicting conditions or conditions diverging from our Purchase Conditions.
2. Any contractual amendment, supplement or oral agreement shall only apply if confirmed by us in writing.
3. Our Purchase Conditions apply only to companies in terms of § 14 BGB (German Civil Code).
4. Insofar as framework contracts and fixed price agreements have been concluded between the Supplier and ourselves such shall prevail and shall, insofar as necessary, be supplemented by these Purchase Conditions.

1. Orders, sales and delivery schedules as well as any amendments or additions thereto shall be in writing. Any oral agreements, regardless of whether such are made prior to or after the formation of the contract, shall only become effective upon written confirmation. Orders and delivery schedules by way of data transfer, machine-readable data carriers, Internet or e-mail shall be implemented only after separate written agreement.
2. Unless otherwise agreed in writing the Supplier shall accept our order within 2 weeks. If we do not have written confirmation from the Supplier within 2 weeks from the sending of the order, we shall regard our order as having been refused by the Supplier.
3. The Supplier may award subcontracts only with our approval.
4. We have the right to require changes to the goods to be delivered even after the conclusion of the contract insofar as such is reasonable for the Supplier. Any consequences resulting therefrom in relation to increased or reduced costs and in relation to the delivery date shall be taken into reasonable consideration.

1. The price indicated in the order is binding. Unless otherwise agreed in writing the price shall include delivery free to our address, including packing, as well as customs formalities and custom duties. Any increase in price shall only be valid if such has been confirmed by us in writing.
2. Applicable turnover tax is included in the price.
3. A separate invoice in the correct form shall be provided after delivery.
4. We shall pay the purchase price within 14 days unless otherwise agreed in writing, subject to a 3% discount deduction or within 90 days after delivery/providing of services and receipt of invoice net in the normal business manner.
   a) Discount on Invoices:
   Invoices due for payment between the first and fifteenth day of a month shall be paid on the thirtieth day of the same month and invoices due for payment between the sixteenth and thirty-first day of any month shall be paid on the fifteenth day of the following month subject to deduction of discount.
   b) Due Dates for Payment of Invoices:
   Invoices due for payment between the first and fifteenth day of a month shall be paid on the fifteenth day of the same month and invoices due for payment between the sixteenth and thirty-first day of any month shall be paid on the thirtieth day of the same month.
   We assume that the date of invoice and the date of delivery are the same. Longer periods for transmission beyond the 15th resp. 30th cannot be taken into account during the same period.
5. Rights of set-off and retention shall be available to us as prescribed by law.

The goods shall be packed in a way to avoid any transportation damage. Packing materials shall be used to a reasonable extent for this purpose. Re-usable packing materials shall be taken back by the Supplier free of freight costs.

1. The delivery period described in the order is binding. The Supplier shall be responsible without limitation for obtaining the supplies and services necessary, even in cases not involving fault.
2. The Supplier shall notify us in writing immediately if any events occur or become apparent to the Supplier which will result in the agreed delivery date not being met.
3. Non-conformity with any agreed delivery date shall allow us to cancel a contract without further notice or setting of further delivery periods and shall further allow us to claim damages for non-performance.

1. Delivery shall be made free to our address unless otherwise agreed in writing.
2. If we provide any order, inventory or article number in our order, the Supplier shall detail this number in all correspondence and on all delivery documents and delivery notes. The Supplier shall be liable for the cost of any extra processing on our part or the conse-quences of any delay caused by omitted or incorrect numbers.

1. For the purposes of its deliveries, the Supplier shall observe the recognised standards of the state of the art and any safety requirements as well as the agreed technical data and shall in addition set up and provide evidence of a quality management system in accordance with a recognised standard (e.g. DIN EN ISO 9000 and following, VDA 6 or other applicable provisions).
2. We reserve the right to assure ourselves as to the effectiveness of the quality management system on site, e.g. in accordance with VDA Volume 6 "QS System Audit". Any changes to specified product characteristics or of the respective production procedures shall be notified to us or discussed with us.
3. The Supplier shall continually check the quality of the supplied goods. The Contract Partners shall inform each other about any possibilities for improving quality.
4. If the method and extent of testing as well as the testing means and testing methods are not agreed on between the Supplier and us, we are prepared to discuss with the Supplier the tests at the request of the Supplier in terms of our know-how, experience and possibilities.
5. In terms of the specifically identified characteristics in the technical documentation, the Supplier shall document in particular the method by which the delivered materials are tested, by whom such tests were made and the results of such tests. The ability to trace material used and the production process in relation to particularly identified characteristics shall be ensured by suitable marking.
6. The testing documentation shall be kept for ten years and shall be made available to us if required. Subsuppliers shall be made subject to the same duty accordingly by the Supplier as permitted by law.

1. The Contract Partners undertake to treat as secret all commercial and technical details not publicly known of which they became aware through the business relationship.
2. Drawings, models, templates, samples and similar objects shall not be provided or otherwise made accessible to unauthorised third parties. The copying of such materials is only permitted in terms of commercial necessity and the provisions of intellectual property law.
3. Sub-contractors shall be made subject to appropriate corresponding obligations.
4. The Contract Partners may only advertise their commercial relationship subject to the prior written approval of the other party.

1. We undertake to check the goods within a reasonable period for any recognisable divergence as to quality or quantity. Any complaint shall be timely insofar as such is received by the Supplier within 5 working days after delivery.
2. The Supplier warrants that all supplies/services conform with the latest state of the art, the applicable legal provisions and the regulations and guidelines of the authorities, Accident Prevention & Insurance Associations and professional associations.
3. The Supplier undertakes to use environmentally friendly products for its deliveries and services and also for supplies or supplementary services of third parties as far as such is commercially and technically possible. The Supplier shall be liable for the environmental harmlessness of the delivered products and packing materials and for any resulting damage caused by a breach of its legal duty to dispose of such.
4. The legal right to claim in relation to defects shall be available to us to the full extent.
5. Unless otherwise agreed the statute of limitations in relation to claims for defects shall be in accordance with the law.
6. In relation to any rectification or repaired parts of the delivery undertaken within the limitation period of our warranty claims, the limitation period shall commence to run once again from such time as the Supplier has fully satisfied our claims for subsequent performance.
7. In the event that the defective delivery of the contract subject matter results in costs for us, in particular transport costs, travel costs, work costs or material costs or costs above the normal costs for acceptance controls, the Supplier shall reimburse such costs to us.
8. In the event that we take back products manufactured and/or sold by us as a result of defectiveness in the subject matter delivered to us by the Supplier, or if the purchase price is reduced to us for this reason, or if any other form of claim is made against us for this reason, we reserve a right of recourse against the Supplier, whereby there shall be no requirement for us to set any deadline in relation to such right of recourse, although this may have been otherwise necessary.
9. We may demand from the Supplier reimbursement of costs which we must bear in relation to our customer on the basis of claims for reimbursement of necessary costs for subsequent performance, in particular transport costs, travel costs, work and material costs.
10. In cases involving paragraphs 8 and 9 the expiry of the limitation period shall be 2 months after the date on which we have fulfilled any claims made against us by our customers, but no later than 5 years after delivery by the Supplier.
11. In the event that a defect becomes apparent within 6 months from the transfer of risk it will be presumed that such defect already existed at the time of the transfer of risk unless such an assumption is not compatible with the nature of the goods or the type of defect.

1. Insofar as the Supplier is responsible for product defects, the Supplier shall indemnify us against any claim for damages by third parties upon first demand. The responsibility of the Supplier shall, in particular, be assumed if the cause arises from within the Supplier's area of control or organisation and the Supplier would be liable itself to third parties.
2. Within this framework the Supplier shall reimburse any costs in accordance with §§ 683, 670 of the German Civil Code (BGB) connected with or resulting from a recall action conducted by us. We shall notify the Supplier as to the contents and extent of any recall measures to be undertaken insofar as such is reasonable and possible and shall provide the Supplier with the opportunity to comment.
3. The Supplier shall obtain product liability insurance at its own expense and to the extent required by AL-KO. Any right to claim damages shall be unaffected hereby.
4. Unless otherwise agreed, the insurance cover shall be for the whole of Europe and in relation to level and period shall conform with the respective maximum liability level of the German Product Liability Act. The Seller shall immediately provide to the Purchaser a copy of the valid insurance policy.

1. The Supplier shall be responsible for insuring that no third party rights within the Federal Republic of Germany are violated in connection with its supplies.
2. In the event that any claim is made against us by a third party on the basis of a violation of property rights in connection with the supplies, the Supplier shall indemnify us against such claims upon our first written demand.
3. The duty of indemnification of the Supplier shall relate to all expenses necessarily incurred from or in connection with recourse of third parties.

1. Insofar as we provide the Supplier with parts or raw material, we reserve title to such. The processing or transformation of such by the Supplier is undertaken on our behalf.
2. If any objects made available by us for the production of the goods to be delivered are mixed or connected inseparably with any other object not belonging to us, we shall acquire a share in the title to the new object in proportion of the value (at the time of the mixing or connecting) of the object under our reservation to the value of the other objects mixed or connected. In the event that the processing is such that the object of the Supplier can be regarded as the substantial object, it shall be deemed to be agreed that the Supplier shall transfer to us partial ownership in such. The Supplier shall preserve such ownership or partial ownership in trust for us.
3. We shall retain title to tools. The Supplier shall use the tools exclusively for the production of goods ordered by us. The Supplier shall further insure our tools at its own expense against any damage caused by fire, water or theft. The Supplier shall undertake all necessary maintenance and inspection work at its own expense and in a timely manner. The Supplier shall notify us immediately of any interruptions of operations. The failure to observe this duty shall result in a right to claim damages.
4. The Supplier shall treat as strictly confidential all pictures, calculations, drawings and other documentation and information received from us. Such may be revealed to third parties only with our explicit permission. This duty of confidentiality shall apply even after the performance of the contract. 

1. The place of performance and the place of jurisdiction for all disputes arising out of or in connection with the contractual relationship, insofar as such relates to merchants, legal persons of public law or public assets, and insofar as nothing to the contrary is agreed in writing, shall be the seat of our factory involved in the contract. We may, however, commence any legal proceedings against the Supplier at its main seat or the place of its branch.
2. German Law shall apply exclusively in terms of the contractual relationship.
3. The Supplier hereby agrees that we may process and use any personal data of the Supplier received in terms of or in connection with the business relationship in accordance with the extent permitted by the German Federal Data Protection Act.
4. In the event that any provision in these conditions or any provision in terms of our other contractual agreements is or becomes ineffective, the effectiveness of the remaining conditions/agreements shall not be affected thereby. In such case the Parties shall replace the ineffective provision with a provision that reflects the intended commercial purpose as closely as possible.

 

Date: November 2003

For questions please contact our legal department:
AL-KO Kober AG Rechtsabteilung
Ichenhauser Str.14
89359 Kötz

 

Contact our legal department.