General purchasing conditions
1. Subject matter of the contract and scope of application
1.1 The following terms and conditions shall apply to all services rendered to E.I.S.-Aircraft GmbH (hereinafter referred to as "EIS" or "Customer") irrespective of the legal nature of the performance of the underlying contract. These Terms and Conditions of Purchase of EIS shall apply exclusively.
1.2 We do not recognize any terms and conditions contrary to or deviating from our Terms and Conditions of Purchase unless we have expressly agreed to their validity in writing in advance. Deviating general terms and conditions used by the contractual partner of EIS, hereinafter also referred to as "Contractor", shall not become part of the contract, even if EIS does not expressly object to them. Should EIS accept the delivery or service without express objection, it cannot be inferred from this that EIS has accepted the contractual terms and conditions of the contractor.
1.3 These Terms and Conditions shall also apply to all future transactions between EIS and the Contractor, even if no express reference is made to these Terms and Conditions of Purchase in individual cases.
2. Offer/Order/Order Documents
2.1 The preparation of the offer for the Principal shall be free of charge. The contractor shall point out any deviations to EIS in the offer.
2.2 If the contractor does not accept the order within 3 days of receipt of the order by means of a written order confirmation, EIS shall be entitled to revoke the order without the contractor being entitled to any claims for damages.
2.3 Orders shall require text/written form, otherwise orders shall be invalid. Telephone orders may only be placed by authorized persons (employees of the purchasing department), who shall be named by EIS. In case of changes of the authorized persons, the contractor shall receive a corresponding written notification. The latest written notification in terms of date shall be deemed to be the current version.
2.4 Supply contracts shall be concluded by the Contractor confirming the Customer's order in writing or signing and returning the sent contract (or order). If no confirmation is received within 2 working days, the order shall be deemed tacitly accepted. Delivery contracts and delivery call-offs as well as their amendments and supplements must be in writing.
2.5 If our order or purchase order is not confirmed but is executed, a contract shall also be concluded and our terms and conditions of purchase shall be deemed to have been tacitly accepted. If our order is executed, even with reference to rejection of our terms and conditions of purchase, the execution of the order shall be deemed as acceptance of our terms and conditions of purchase.
2.6 By accepting the order, the contractor acknowledges that he has adequately informed himself about the type of execution and scope of performance by inspecting the available documents. In the event of obvious errors, spelling mistakes and miscalculations in the documents etc. submitted by us, we shall not be bound by them. The contractor is obliged to inform us immediately of such errors so that our order can be corrected accordingly. This shall apply mutatis mutandis in the event of missing documents.
2.7 We reserve all property rights and copyrights to all illustrations, drawings, calculations and other documents. They may not be made accessible to third parties without our express consent. They shall be used exclusively for production on the basis of our order and shall be returned to us or destroyed without being requested to do so after completion of the order. There is an absolute duty of confidentiality towards third parties.
3.1 The price stated in the order shall be binding. The agreed prices are fixed prices and exclude any subsequent claims, in particular due to any increases in wages and material prices or changes in labor regulations or other levies of any kind. All ancillary costs such as customs duties, insurance premiums, packaging costs and the like shall be borne by the Contractor, unless expressly agreed otherwise in the contract.
3.2 All prices are exclusive of the statutory value added tax.
3.3 Deviations in quantity and quality compared to the text and content of our order, as well as subsequent amendments to the contract, shall only be deemed to have been agreed if we have expressly confirmed them in writing.
3.4 Invoices can only be processed if - in accordance with our specifications in our purchase order - they state the purchase order number shown therein; the Contractor shall be solely responsible for all consequences arising from non-compliance with this obligation, unless it can prove that it is not responsible for them. The Contractor is aware that invoices which do not comply with the EIS specifications will be returned unprocessed.
3.5 Payment shall be made upon receipt of the invoice within 14 working days with a 2% discount or, unless otherwise agreed in writing, within 30 calendar days net by means of payment of our choice. Payment periods shall be set in motion upon delivery or acceptance of the service.
3.6 If a payment plan has been agreed, payments shall be made after receipt of a corresponding partial invoice in accordance with the dates and partial amounts agreed in the payment plan. Prior to acceptance of the overall performance by the Principal or the End Customer, all payments shall be made as a-conto payments without recognition of the performance to date as performance. Invoicing of the final installment shall in any case only take place after acceptance of the performance.
3.7 If EIS pays before the transfer of risk, the transfer of ownership of the delivery item shall be deemed agreed.
3.8 Value added tax shall be shown separately on the invoice.
3.9 Unless otherwise agreed, the Contractor shall not be entitled to assign its claims to third parties or to have them collected by third parties. If, contrary to sentence 1, the Contractor assigns its claims against EIS to a third party without the latter's consent, the assignment shall nevertheless be invalid. The Principal may, however, choose to make payment to the Contractor or the third party with discharging effect.
3.10 Payments by the Principal shall be deemed to have been made as soon as they have been instructed for payment by the Principal.
3.11 EIS shall be entitled to rights of set-off and retention to the extent provided by law.
3.12 In the event of non-conforming performance, in particular defective delivery, EIS shall be entitled to withhold payment pro rata until proper performance, without this entitling the contractor to claim damages or default interest and without loss of rebates, discounts or similar payment benefits.
4. service content, execution, changes
4.1 The content of the service results from the respective individual order. Documents, reports, ideas, drafts, models, samples and all other results arising during the performance of the service shall be part of the performance of the order.
4.2 The Contractor shall provide its services with the utmost care in compliance with the latest state of science and technology, the safety regulations of the authorities and professional associations (of the Federal Republic of Germany), in particular in compliance with DIN or ISO certification regulations, insofar as these relate to its part of the service, as well as its own existing knowledge and experience or knowledge and experience gained during the contract work. The Contractor guarantees compliance with the statutory provisions, the agreed technical specifications and other requirements.
4.3 The Contractor shall prepare drawings, data and other documentation in accordance with the requirements, regulations and guidelines of the Customer and its customers without claiming any additional costs. In the event of any ambiguities, the Contractor shall be obliged to obtain from the Customer all information necessary for the performance of the order before commencing work. This shall apply in particular to the IT systems, programs and specifications of the end customer of EIS to be used. Documents provided by the client, such as drawings, work instructions, etc., shall be kept inaccessible to third parties and shall be handed over or destroyed upon request. Records shall be kept within the scope of the statutory obligations and shall be made available to the Principal at any time.
4.4 If the provision of services involves test results or an order to perform tests, an overview of the test equipment used, including the associated calibration data, shall be made available to the Principal without being requested to do so (at the latest by the time the services are provided).
4.5 If requested by EIS the Agent shall provide all information on the structure of the delivery item insofar as it is required for compliance with official regulations and the statutory regulations respectively applicable at home and abroad. Specifically, for delivery from third countries to the European Union, the new Import Control System 2 of the EU (ICS2) from 2023 and the associated requirements for the supplier/contractor must be ensured (https://taxation-customs.ec.europa.eu/customs-4/customs-security/import-control-system-2-ics2-0_en). The customer supports this with the necessary information.
4.6 EIS shall be entitled, as long as the Contractor has not yet fully performed its obligations, to request changes to the order with regard to design, execution, quantity and delivery time within the scope of reasonableness.
4.7 The Contractor shall be obliged to immediately notify EIS in writing of any concerns regarding the manner of execution of the delivery/service and to propose any changes (if applicable also to the product of EIS itself) which it deems necessary in order to meet the agreed specification or legal requirements.
4.8 Prior to delivery of the first series products, the Contractor shall conduct a First Article Inspection (FAI) at its own expense in accordance with AS9102 (available at www.sae.org) in order to demonstrate qualification for the manufacture of series parts.
4.9 The delivery of non-conforming goods and merchandise is generally not permitted. In case of non-conformity, the Contractor shall be free to contact the Customer to agree on possible usability despite conformity issues. If the Customer receives non-conforming goods or products, he may reject them and shall be entitled to rectification/replacement within the statutory periods. Payments on the part of the Customer shall be suspended until full performance of the contract.
4.10 The Contractor shall ensure that materials with limited shelf life are delivered with a remaining minimum shelf life of 80% of the actual shelf life, unless otherwise stated in the material specifications or the order documentation. For materials classified as hazardous substances, the Contractor undertakes to immediately submit changes to the product to the Customer in writing with a safety data sheet (SDS) in accordance with EU Directive 1907/2006 as amended and a technical data sheet (TDS). In case of disregard or non-compliance with this requirement, the Customer reserves the right to return the product free of charge.
4.11 In addition, the Contractor undertakes to notify the Principal without delay of any defects in goods and merchandise that become known after delivery. This must be done within 3 working days at the latest.
4.12 The Agent shall ensure that all employees are aware of the following: Contribution to product and service compliance, Contribution to product safety, Importance of ethical behavior (Agent shall ensure compliance with the EIS Code of Conduct [to be seen under https://eis-group.de/wp-content/uploads/2022/06/Code-of-conduct.pdf]) Preventing (FOD) foreign objects, contamination, parts that do not belong in the product.
4.13 The Agent shall notify EIS of any significant change to its management system prior to implementation, in particular to the extent that such change may have an impact on the quality-assured production and delivery or the quality of the products themselves. At a minimum, the following shall be considered significant changes:
- Organizational changes
- Changes in the organization affecting ownership
- Changes in certification body, change in certificate status and sanctions by authorities, etc.
- Change of location
- Product change and discontinuation notices
- Product related aspects:
Specification, safety, function, conformity, performance/effectiveness, general availability, product documentation.
- Manufacturing-related aspects:
Quality assurance methods and procedures, manufacturing environment, subcontracting change.
5. performance deadlines, delay and exclusion of the performance obligation
5.1 Agreed dates and deadlines shall be binding. The Contractor undertakes to provide sufficient manufacturing and delivery capacities. Decisive for compliance with the delivery date or the delivery period shall be the handover of the contractual overall performance (i.e. the complete subject matter of the contract including documentation) to EIS or the receipt of the subject matter of the delivery at the recipient specified by EIS. The underlying Incoterms (2010) for all delivery items is "DAP".
5.2 The Contractor agrees that it may in no case exercise a right of retention with respect to all outstanding residual performances of one or more order(s) without having obtained prior coordination with the Principal. The Contractor shall be 100% liable for any damage resulting from non-compliance.
5.3 If the Contractor fails to meet the delivery date, the Customer shall be entitled, at its own discretion and without granting any further grace period, to demand subsequent delivery, damages in lieu of performance due to non-performance or performance not as owed or to withdraw from the order. In the event of a delay in delivery, a contractual penalty of 0.5% of the order value per commenced week of delay, limited to a maximum of 5% of the agreed remuneration, shall be agreed. The assertion of further rights shall remain unaffected. The penalty for delay shall be set off against any damage caused by delay actually incurred and asserted. The right to demand payment of the contractual penalty shall not be forfeited by unconditional acceptance of the delayed delivery.
5.4 As soon as it becomes apparent that any agreed interim or final deadlines will not be met, the Contractor shall be obliged to inform the Customer without delay. The Customer's statutory rights shall not be affected by this notification. The right to claim damages for delay is also reserved.
5.5 Early deliveries and partial deliveries may only be made with our written consent. Early invoices for premature deliveries will not be accepted and will be returned immediately.
6. Force majeure
6.1 Force majeure, labor disputes, riots, official measures and other unforeseeable, unavoidable and serious events shall mutually cause the suspension of the contractual partners' obligation to perform for the duration of the disruption. The contracting parties shall be obliged to provide the necessary information without delay within the bounds of what is reasonable and to adjust their obligations to the changed circumstances in good faith.
6.2 In the event that due to force majeure the performance obligations are suspended for a period of more than two weeks, the Customer shall be entitled to terminate the contractual relationship with immediate effect. In this case, the Contractor may demand reimbursement of its proven expenses incurred in reliance on the continuation of the contractual relationship until the suspension of the contractual obligations.
7. Provisions, Tools
7.1 Provided materials shall remain the property of the Customer and shall be stored separately by the Contractor free of charge, separately designated as provided materials and carefully managed. They may only be used for the underlying order. In the event of depreciation or loss, the Contractor shall provide compensation and take out insurance for this purpose at its own expense. This shall also apply to the charged surrender of order-related material. Surplus material shall be returned to EIS at the Contractor's expense after execution of the individual order.
7.2 In the event of processing and transformation of the material, the Principal shall already become the owner of the new or transformed item upon its creation. The Contractor shall store the new or transformed item free of charge for the Principal with the diligence of a prudent businessman. Any retention of title by the contractor to the result of the performance in any form whatsoever is hereby excluded.
7.3 Ownership of auxiliary models, tools, patterns, molds, etc. (hereinafter referred to as "Tools"), which are required for the performance of the contractual service, shall pass to the Principal upon creation. Tools are thus to be treated as provisions by the client. The Customer shall have the right, at its own discretion, to demand delivery of the tools or to have the tools scrapped by the Supplier, free of charge for the Customer. The scrapping of tools requires the written consent of the Customer.
7.4 The Contractor shall mark confidential documents as the property of the Customer and store them separately and securely. Upon request of the Customer, the Contractor shall hand over or destroy all confidential documents and objects to the Customer without being asked to do so and without delay. Rights of retention are excluded.
The subcontracting of orders to third parties is only permissible with the written consent of the Customer. In the event that the Contractor violates this, the Customer shall be entitled to terminate the contract with immediate effect. In this case, the Contractor shall not be entitled to assert claims for compensation in any form.
9. Transfer of Risk/Acceptance
9.1 The risk shall pass to EIS upon delivery of the goods to EIS or to the recipient designated by EIS. Each delivery shall be accompanied by a delivery bill in accordance with the specifications of EIS. The contractor shall bear the risk of accidental loss or deterioration of the goods until they are handed over at that place. In any case, the Contractor shall bear the costs of freight and packaging, including any additional costs for express or expedited shipments which become necessary for reasons for which the Contractor is responsible.
9.2 If the scope of the order includes installation or assembly of the delivery item as an ancillary service, formal acceptance shall be required. It can only take place after the successful completion of the test phase. Otherwise, the delivery item shall be deemed to have been accepted no later than 6 weeks after commissioning, provided that no defects preventing acceptance are asserted by the Customer during this period.
9.3 If, however, the Contractor's contractual performance is integrated into an overall performance of EIS vis-à-vis its end customer, acceptance of the Contractor's performance shall only take place upon acceptance of the overall EIS performance by the end customer, without any express declaration being required. Payments shall in no case signify acceptance of the delivery item or acknowledgement that it is free of defects. The transfer of risk shall occur at the latest upon acceptance of the contractual performance.
10.1 The Contractor undertakes to treat all non-obvious, commercial and technical details of which it becomes aware through the business relationship as a trade secret and to safeguard them against unauthorized inspection, loss or use. Drawings, models, templates, samples and similar items provided by us or produced at our expense shall remain the property of the customer and may not be made accessible or provided to unauthorized third parties without written consent. The reproduction of such items is only permitted within the scope of operational requirements and copyright regulations. After completion of the work, the documents provided to the Contractor shall be handed over to the Client without being requested to do so, in compliance with the confidentiality regulations, or shall be securely destroyed in consultation with the Client. The Contractor shall not retain or store any copies, duplicates, etc., unless it is required to archive them by law. Subject to further rights, the Customer may demand their return as soon as the Contractor breaches its obligations.
10.2 Employees and subcontractors shall be obligated accordingly.
10.3 Unless other provisions are made in the order, this confidentiality obligation shall continue to exist for 5 years after delivery and/or performance.
10.4 The Supplier may only advertise this business relationship with the written consent of the Customer.
11. Liability for defects
11.1 If the limitation period for material defect claims is not agreed separately, the Supplier warrants that its contractual services shall remain free of defects for a period of 24 months from acceptance of the overall service by the Customer or its end customer, but in any case not longer than 36 months from handover of the overall service to the Customer. The period of limitation for material defect claims shall apply irrespective of the operational period of use. Defects in the delivered goods shall be reported by the Customer as soon as they are detected in the ordinary course of business. If the defects are openly recognizable in the course of business of EIS, the notification shall be made within a period of one week. If the defects are not obviously recognizable, the complaint shall be made within a period of 14 days after recognition of the defects. In this respect, the supplier waives the objection of delayed notification of defects. The notice of defect shall interrupt the period of limitation of the claims for material defects with regard to the defective part of the delivery until the defect has been completely remedied. Defects of title shall become time-barred according to the statutory limitation period.
11.2 The Customer may assert the statutory warranty claims at its own discretion. In the event of rectification of defects or replacement delivery, the Contractor shall be obliged to rectify the defects immediately free destination at its own expense or to provide the service again. He shall bear all costs incurred in connection with the rectification or replacement, including necessary travel expenses. Any claims for damages shall remain reserved.
11.3 In urgent cases, e.g. in case of imminent danger or in cases where the Customer's own performance obligations require immediate rectification or the Contractor refuses to rectify the defect quickly, the Customer may rectify the defect himself or have it rectified by a third party at the Contractor's expense without setting a deadline. The same shall apply if the Contractor has delivered after the occurrence of the delay.
11.4 In all other respects the statutory provisions shall apply in addition.
12.1 If a claim is asserted against the Principal on the basis of strict liability towards third parties under non-mandatory law, the Contractor shall be liable to the Principal to the extent that it would also be directly liable. The principles of § 254 BGB (German Civil Code) shall apply accordingly to the compensation of damages between the Principal and the Contractor.
12.2 In all other respects the Contractor shall be liable within the scope of the statutory provisions.
13. Industrial property rights
13.1 The Contractor shall be liable for claims arising from the infringement of granted and registered industrial property rights in the event of contractual use of the supplies and services. The Contractor shall indemnify the Customer and its customers against all claims arising from the infringement of such industrial property rights. This shall not apply if the Contractor works according to drawings, models, data, etc. provided by the Customer and does not know or, in connection with services provided by it, does not need to know that industrial property rights are thereby infringed.
13.2 In the event of infringement, the Customer shall be entitled, at the expense of the Contractor, to obtain the necessary permission from the owner of such property rights for the delivery, commissioning, use, resale, etc. of the delivery item. Any further claim for damages on the part of the Customer shall remain unaffected.
The Customer shall be entitled to withdraw from the contract at any time in the event of the prerequisites of § 6 or in the event of a labor dispute, shortage of raw materials or natural disasters, impossibility or delay on the part of the Contractor.
15. Right of access
Within the scope of an order, the contractor shall be deemed to be an approved supplier of the company E.I.S.-Aircraft GmbH, which carries various certifications and is active in aviation. This requires a right of access to be passed on to the customer, its QM, customers and authorities. The customer hereby assumes this right of access.
16. other agreements
16.1 If the Contractor ceases to make payments or if insolvency proceedings are instituted against its assets or if judicial or extrajudicial composition proceedings are applied for, the Customer shall be entitled to withdraw from the contract. Insofar as no withdrawal takes place, the Customer may retain an amount of at least 10% of the remuneration as security for the contractual claims until the expiry of the contractual limitation period for the defect claims.
16.2 Should any provision of these Terms and Conditions or any part of the further agreements made be or become invalid, the remainder of the contract shall remain valid. The contracting parties shall be obliged to replace the invalid provision by a provision which comes as close as possible to it in terms of economic success.
16.3 The place of performance for the services and deliveries under the respective individual order shall be the principal place of business of the Customer, unless another place of performance is specified in the individual contract.
16.4 The exclusive place of jurisdiction, to the extent permitted by law, shall be Bonn. These General Terms and Conditions of Purchase shall be governed by German law.
16.5 In addition to these Terms and Conditions, the law of the Federal Republic of Germany shall apply exclusively. The application of the unified UN Convention on Contracts for the International Sale of Goods is excluded.
E.I.S.-Aircraft GmbH, Euskirchen, 20.01.2020 (current version)
|Addition in point 2.4 - Tacit acceptance
|Change of company name
|Addition of the Code of Conduct at point 4.12 + significant changes at point 4.13 + ICS 2 at point 4.5