GENERAL TERMS AND CONDITIONS OF PURCHASE OF VOLTATRON AG
I. AREA OF APPLICATION
1. the following terms and conditions shall apply to all legal relationships – including future transactions – between Voltatron AG and the supplier. The supplier cannot rely on any sales and delivery terms and conditions of its own. Any terms and conditions of the supplier that conflict with or deviate from Voltatron’s Terms and Conditions of Purchase shall only apply if Voltatron has recognized them in writing. Neither our silence nor our acceptance without reservation of the supplier’s service or payment for it are deemed to be acknowledgement.
2. the Voltatron Terms and Conditions of Purchase shall only apply to companies within the meaning of Section 14 of the German Civil Code (BGB), legal entities under public law or special funds under public law pursuant to Section 310 BGB. Entrepreneurs within the meaning of § 14 BGB means natural or legal persons or partnerships with legal capacity that are conducting their commercial or freelance professional activities when concluding a legal transaction.
II. CONTRACTUAL BASES / RANKING
The rights and obligations of Voltatron and those of the Supplier shall be governed by the following provisions in the following order of priority:
a) Individual agreements such as individual orders and framework agreements
b) Supply agreements
c) These standard purchasing terms and conditions
d) Adherence to and compliance with official regulations, laws, standards and regulations is a prerequisite for placing the order. In particular, all deliveries must comply with the EU Directive (2011/65/EU; on the restriction of the use of certain hazardous substances in electrical and electronic equipment [RoHS]), with all its adaptations.
e) Regulation (EC) No. 1907/2006 restricting the placing on the market and use of certain chemical substances and preparations (REACH) must be observed.
f) All SMD/wired THT components must comply with the applicable temperature profiles for the LEAD-FREE soldering process in accordance with IPC/JEDEC/J-STD-020C (Vers.C or higher) IEC 60068-2-58 2004 IEC 61760-1 ED1/ED2. There must be no bismuth in the solder connection surfaces.
g) The contractor guarantees that the delivered goods and the associated packaging as well as other means of transport are free from (radioactive) contamination or below the limit value of 4 becquerels / square centimeter (Bq / cm2).
h) Deliveries of materials containing tantalum, tin, gold and tungsten will only be accepted from DRC conflict-free sources. These materials must originate from smelters validated in accordance with the specifications of the CFS program and listed in the CFS Compliant Smelter List.
i) If required, the supplier shall provide an EU Declaration of Conformity for the delivered items. The supplier shall affix the corresponding prescribed marking to all items.
III. CONCLUSION AND AMENDMENT OF CONTRACTS AND ORDERING
1. orders as well as amendments/additions thereto and delivery call-offs shall only be binding if they are placed or confirmed by Voltatron in writing.
2. verbal agreements prior to and upon conclusion of the contract must be made in writing. Verbal collateral agreements do not exist.
3. if the supplier does not accept the order in writing within five (5) working days of receipt, Voltatron shall be entitled to cancel the order.
4 Voltatron may demand changes to the design and execution of the delivery item within the scope of what is reasonable for the supplier. Appropriate arrangements shall be made by mutual agreement regarding the effects, in particular with regard to additional and reduced costs as well as delivery dates.
IV. PRICES AND PAYMENT TERMS
1. The agreed prices are fixed prices. Unless otherwise agreed, they shall in each case include shipping and packaging free to the receiving points (Incoterms 2022: DDP) and exclude value added tax.
2 Unless otherwise agreed, payment shall be made by the 25th of the month following delivery with a 3% discount or within 120 days without deduction. The discount period shall commence on the day of receipt of the invoice, but not before receipt of the goods. If early deliveries are accepted, the due date shall be based on the agreed delivery date.
3. packaging costs shall only be paid by Voltatron after prior written consent.
4. in the event of defective delivery, Voltatron shall be entitled to withhold payment pro rata until proper fulfillment.
5 Voltatron shall be entitled to offset claims – e.g. from complaints or returns – against payments.
6 Payments shall always be made subject to verification of the invoice. Invoices shall include the Voltatron order number with item number, the Voltatron article number, the supplier’s delivery note number and the supplier number. Invoices shall be issued in duplicate.
7. invoices for deliveries from the economic area of the EC (European Community) must include a supplier’s declaration in accordance with EEC Regulation No. 1207/2001 for proof of origin. There is an exception for suppliers from the Federal Republic of Germany, who can submit a global declaration.
8. if these provisions are not complied with, the invoices shall be deemed not to have been issued until clarification or completion by the Supplier. Voltatron shall immediately inform the Supplier of the incorrectness of its invoice.
9. payment shall be made in cash or by bank transfer to the paying agent specified by the Supplier, at Voltatron’s discretion.
10. without Voltatron’s prior consent, which may not be unreasonably withheld, the supplier shall not be entitled to assign its claims against Voltatron or to have them collected by third parties
. If the supplier assigns his claim against Voltatron to a third party contrary to sentence 1 without Voltatron’s consent, the assignment shall nevertheless be effective. Voltatron may, however, at its discretion, make payment to the Supplier or the third party with discharging effect.
V. DELIVERY AND SERVICE PROVISION
1. delivery and shipment shall be made at the expense and risk of the supplier to the receiving points specified by Voltatron. Incoterms 2022 apply to all delivery clauses. Additional costs for accelerated transport necessary to meet delivery dates shall be borne by the supplier.
2. every delivery must be reported to Voltatron and the recipient designated by Voltatron on the day of dispatch. Shipping documents, delivery bills and packing slips must include the details of the Voltatron order with order number and item number as well as the Voltatron article number. Delivery bills must be enclosed in duplicate with each delivery.
3. if delivery “ex works” is agreed, Voltatron and the recipient designated by us must be informed of the dimensions and weight of the shipment in good time. If the freight forwarder is commissioned by the supplier on Voltatron’s account, it must be pointed out that the transport insurance is covered by Voltatron.
4. if reusable packaging is used that is returned to the supplier carriage paid, Voltatron shall be entitled to a refund in the amount of the value of the packaging.
5. if the goods manufactured by the supplier for Voltatron are required for export, the supplier shall be obliged to submit a written declaration on the customs origin of the delivery items using a form provided by Voltatron. This declaration must be issued to Voltatron with the first delivery at the latest. The origin of newly included delivery items or a change of origin must be reported to Voltatron immediately and without request. The Supplier shall be liable for all disadvantages incurred by Voltatron due to the improper or late submission of the supplier’s declaration. If necessary, the Supplier shall provide evidence of its information on the origin of the goods by means of an information sheet confirmed by its customs office.
6. the ordered goods must be received at the specified receiving points on the agreed delivery dates or delivery periods. The receipt of the goods at Voltatron or at the recipient designated by Voltatron shall be decisive for compliance with the delivery date or delivery period.
7. if the Supplier discovers after order confirmation that it cannot meet the agreed delivery dates, it must inform Voltatron of this immediately in writing. If Voltatron is obligated to advance performance, Voltatron may refuse payment if it becomes apparent after conclusion of the contract that Voltatron’s claim to consideration is jeopardized by the Supplier’s inability to perform. The right to refuse performance shall lapse if the delivery is effected or security is provided for it. Voltatron shall be entitled to set a reasonable deadline within which the supplier shall, at its discretion, effect delivery or provide security concurrently with payment. After unsuccessful expiry of the deadline, Voltatron shall be entitled to withdraw from the contract.
8 Voltatron shall be entitled to refuse acceptance of goods that are delivered before the delivery date specified in the order and to return the prematurely delivered goods at the Supplier’s expense and risk or to store them with third parties.
9. the supplier shall immediately notify Voltatron in writing of any recognizable delay in its performance, stating the reasons and the expected duration of the delay.
10. in the event of delay, Voltatron shall be entitled to demand a contractual penalty from the supplier. This shall amount to 0.5% for each commenced week of delay, but in total no more than 5% of the total value of the delayed delivery. The agreement of the contractual penalty or its assertion shall not affect the claims to which Voltatron is entitled due to delay. Any contractual penalties paid shall be offset against the claims for damages. The contractual penalty may be asserted until payment of the goods delivered late.
11. labor disputes, civil unrest, official measures and other unforeseeable and unavoidable events shall release the supplier and Voltatron from their performance obligations for the duration of the disruption and to the extent of its effect. This shall also apply if the events occur at a time when the affected party is in default. The affected party shall immediately inform the other contractual partner comprehensively and do everything within reason to limit the effects of such events.
VI. QUALITY AND DOCUMENTATION
1. the supplier shall ensure that all data, circumstances and conditions relevant to the fulfillment of its contractual obligations and the intended use of its deliveries are known to it in good time. He shall ensure that his deliveries include all services that are necessary for their safe and economical use in accordance with the regulations, that they are suitable for the intended purpose and correspond to the latest state of the art. The supplier shall comply with all relevant standards, laws and legal regulations, in particular the relevant environmental protection, hazardous goods and accident prevention regulations, as well as the generally recognized safety and occupational health regulations.
2. the supplier shall constantly monitor the quality of its deliveries and services. For this purpose, he shall set up and maintain a quality assurance system in accordance with ISO/TS16949, VDA6.1 or QS9000-9004.
3. changes to the delivery item and the manufacturing process require the prior written consent of Voltatron. For the initial sample inspection, reference is made to the VDA publication “Assuring the quality of deliveries – supplier selection / production process – and product release / quality performance in series production”. Only after Voltatron has accepted the samples may series deliveries begin. Irrespective of this, the Supplier shall constantly review and improve the quality of the delivery items. The contractual partners shall inform each other of the possibilities for quality improvement. At Voltatron’s request, the supplier undertakes to conclude a quality management agreement and to implement the requirements specified therein. This quality management agreement shall become an integral part of these Terms and Conditions of Purchase.
4. in the case of motor vehicle parts specially marked in the technical documents or by separate agreement, e.g. with “D”, the supplier must also keep special records of when, in what manner and by whom the delivery items have been tested with regard to the characteristics requiring documentation and what results the required quality tests have produced. The test documents must be kept for ten years and presented to Voltatron if required. The supplier shall obligate upstream suppliers to the same extent within the scope of legal possibilities. For guidance, reference is made to the VDA publication “Verification – Guidelines for the documentation and archiving of quality requirements”. Insofar as authorities responsible for motor vehicle safety, exhaust emission regulations or similar require access to Voltatron’s production process and test documents in order to verify certain requirements, the supplier shall agree, at Voltatron’s request, to grant Voltatron the same rights at the supplier’s premises and to provide all reasonable support.
VII. CONFIDENTIALITY
1. the supplier undertakes to keep secret from third parties all commercial and technical information (e.g. in illustrations, drawings, calculations) which is not public knowledge and which becomes known to him through the business relationship with Voltatron, as long as and insofar as this information is not demonstrably public knowledge, even after the execution of this contract. Such information may not be reproduced or used commercially without Voltatron’s prior written consent, except for delivery to us.
2 All technical drawings, standard sheets, print templates, models, profiles, tools, molds, hardware, software, data, know-how, etc. provided by Voltatron shall remain the property of Voltatron, must be kept secret and may not be made accessible to third parties, nor may products manufactured using these provided documents, information and tools be offered, delivered or otherwise made known to third parties directly or in connection with other products without the written consent of Voltatron. This shall also apply mutatis mutandis to all documents and information that relate to or represent the services (work results) to be provided by the Supplier in accordance with the delivery contract, in particular development services. Misuse shall result in liability for damages and shall entitle Voltatron to withdraw from the contract in whole or in part without compensation.
3. drawings, models, templates, samples, software or similar objects may not be handed over or otherwise made accessible to unauthorized third parties. The reproduction of such objects is only permitted within the scope of operational requirements and copyright regulations.
4. at Voltatron’s request, all information originating from Voltatron (including copies and records made) or items provided on loan (e.g. models, templates, etc.) must be returned or destroyed immediately and completely. Voltatron reserves all rights such as property rights and copyrights to such information.
5. The same duty is to be imposed on subsuppliers.
6. the supplier may only advertise the business relationship with Voltatron with the prior written consent of Voltatron. Inquiries are to be addressed to Voltatron AG, Fürth.
VIII. INTELLECTUAL PROPERTY RIGHTS
1. the Supplier shall assume full and independent warranty that the delivery and use of the ordered items and/or other services (work results) to be rendered in accordance with the delivery contract, in particular development results, do not infringe the industrial property rights of third parties in Germany and abroad, and shall indemnify Voltatron against all claims asserted against Voltatron for infringement of industrial property rights. The Supplier shall indemnify Voltatron and Voltatron’s customers against third-party claims upon first written request. The limitation period for these claims shall be 10 years from the conclusion of the contract. In the event of infringement of third-party property rights, Voltatron shall be entitled to all statutory and contractual claims against the supplier arising from material defects and defects of title in addition to claims for damages; this shall also apply to parts that the supplier has procured from third parties.
2. In the event of the use of third party intellectual property rights on the basis of licence contracts concluded by the supplier with an area of application with territorial restrictions, the supplier must ensure that their use is permitted in all the countries in which there are relevant intellectual property rights.
3. insofar as the supplier holds industrial property rights that relate to an application of the products or work results delivered by him or for which the use of the delivered work results is necessary, the supplier shall grant Voltatron an irrevocable, worldwide and free right of joint use to these industrial property rights, i.e. fully compensated by the remuneration agreed for the delivery, to the extent necessary for the use and exploitation of the delivered products or the delivered work results or their essential parts. This right shall expressly include the right to grant sublicenses to third parties by Voltatron to the extent necessary for the use and exploitation of the delivered products or delivered work results. The same applies to know-how.
4. upon request by Voltatron, the supplier shall inform Voltatron of the use of published and unpublished proprietary rights and applications for proprietary rights to the delivery item.
5. Voltatron and its subsidiaries and affiliates shall receive an exclusive, unrestricted and irrevocable right of exploitation to the work results, in particular to the results of a commissioned development, as a whole as well as to their essential part, which is transferable and compensated by the remuneration for the delivery. Insofar as work results are protected in whole or in part by copyright, the contractor shall grant Voltatron and its subsidiaries and affiliates the exclusive, irrevocable, transferable right, unlimited in terms of time, place and content, to use this work result in all types of use, in particular to reproduce, modify and process it.
6. Voltatron shall have a preferential right to obtain industrial property rights with regard to all inventions that are made by the supplier or its employees or jointly with Voltatron employees within the scope of the execution of the order on a commissioned development. The supplier shall inform Voltatron immediately of all inventions reported or otherwise brought to its attention and shall offer these to Voltatron for adoption free of charge. The Supplier shall be solely responsible for the remuneration of its employees in accordance with the law on employee inventions. The Supplier agrees to provide assistance and make all declarations necessary for obtaining and granting industrial property rights at its own expense.
7. if Voltatron is not interested in obtaining industrial property rights in accordance with Section VIII 6, the supplier may pursue the acquisition of industrial property rights in its own name and at its own expense, whereby the supplier shall grant Voltatron a non-exclusive, worldwide, irrevocable and royalty-free license to all industrial property rights based on this invention. If the supplier wishes to abandon such an industrial property right, it shall offer it to Voltatron in writing in advance for adoption free of charge. If the supplier wishes to transfer such a property right to a third party, it shall inform Voltatron in writing in advance. Voltatron shall then be entitled to a right of first refusal to the property right under reasonable conditions, which Voltatron may exercise within 2 months of receipt of the written notification. In the event of the transfer of industrial property rights pursuant to Section VIII 7. to a third party, the Supplier shall ensure that the third party recognizes the rights to which Voltatron is entitled pursuant to Section VIII 7.
8. if the supplier uses a subcontractor, it must ensure that the subcontractor recognizes Voltatron’s rights pursuant to Sections VIII 5. to VIII 7.
IX. CLAIMS FOR DEFECTS AND PROBLEMS WITH PERFORMANCE
1. The supplier provides a full guarantee of fault-free work, high-quality and correct design and use of good, fault-free raw materials and the existence of promised characteristics.
2. the goods must in any case comply with the generally recognized rules of technology, as well as the occupational safety and accident prevention regulations, as laid down in particular in standards, statutory regulations and other recognized technical documents. Voltatron is entitled to carry out the inspection by random sampling. This can also be carried out at the production site. The confirmation of incoming goods does not exclude quality and quantity complaints that are identified after receipt of the goods.
3. the statutory provisions on material defects and defects of title shall apply, unless otherwise stated in the following provisions. The provisions in Section VIII shall remain unaffected. In the event of a defective delivery, Voltatron shall be entitled to demand supplementary performance from the supplier – at Voltatron’s discretion either rectification of the defect or subsequent delivery – and, if the legal requirements are met, to demand a reduction in price or to withdraw from the contract. Voltatron expressly reserves the right to claim damages.
4. if operational safety is jeopardized, if there is a risk of unusually high damage or if the supplier is in default with the rectification of the defect, Voltatron shall be entitled, after prior notification of the supplier, to rectify the defect itself or have it rectified by a third party. Any resulting costs shall be borne by the Supplier.
5. the supplier shall bear all expenses and costs incurred in connection with subsequent performance (rectification of defects and subsequent delivery). Subsequent performance (rectification of defects and subsequent delivery) shall be free to the place of use.
6. If defective deliveries make piece-by-piece or 100% inspection of deliveries necessary, the supplier shall bear the resulting costs incurred.
7. if the same goods are repeatedly delivered with defects, Voltatron shall be entitled to withdraw from the contract after setting a reasonable deadline in writing, also with regard to the unfulfilled scope of delivery, if the supplier does not provide supplementary performance in a timely manner, i.e. does not deliver within the deadline or again delivers with defects, unless the defect is insignificant. Otherwise, the supplier shall be liable for all direct and indirect damages incurred by Voltatron due to defective delivery. If the supplier uses third parties for the performance of the service, he shall be liable for them as for vicarious agents. In the event of rectifications by the supplier or replacement deliveries, the limitation period for claims for defects shall start anew.
8. The guarantee period is 48 months from handover of the items delivered to the end consumer but in any event 60 months after receipt of the delivery at the place of fulfilment at the latest.
9 Voltatron’s right of recourse against the supplier pursuant to Sections 478, 479 BGB shall remain unaffected by this.
X. LIABILITY
1. if, due to a defect in a product manufactured or delivered by the Supplier, someone is killed, their body or health is injured or another item is damaged which, by its nature, is normally intended for use or consumption and was primarily used for this purpose by the injured party, the Supplier shall be obliged to compensate the injured party and/or Voltatron for the resulting damage and any consequential damage based thereon, irrespective of fault. If claims are asserted against Voltatron for such damages, the supplier shall indemnify Voltatron – irrespective of fault – against any third-party claims and shall reimburse Voltatron for the costs incurred in connection with the defense against such claims, provided that Voltatron immediately notifies the supplier of such claims and enables the supplier to defend against these claims out of court or in court without prejudice. If a recall of the product from the market or a warning is necessary due to a product defect, the supplier shall reimburse Voltatron for all related expenses and costs, including the value of products that Voltatron must take back.
2. Moreover, the supplier is liable in accordance with the legislation.
XI. ANCILLARY SUPPLIES OR EQUIPMENT PROVIDED
1. all materials provided to the Supplier shall be used exclusively for orders placed by Voltatron and shall remain the property of Voltatron. The supplier shall not be granted any power of disposal over these provisions or the parts produced therefrom. If the materials provided are not required for Voltatron’s orders, they shall be returned to Voltatron. In the case of processed provisions, Voltatron shall retain co-ownership of the finished goods in the amount of the value share of the provisions compared to the total value of the goods.
2. The supplier is to undertake preventative maintenance of the tools, templates and the like.
XII. STATE OF THE ART OF THE GOODS
1. The supplier is obliged, in particular in the case of longer supply contracts, to keep the ordered items up to date at all times. Any intended technical or design changes must be submitted to Voltatron for approval. Voltatron shall be entitled to prescribe changes of a technical, design or taste nature during the term of the contract.
2. any changes in costs shall be taken into account and communicated to Voltatron without delay. Voltatron shall be credited for any reduction in the price of the items due to an increase in production or rationalization and shall also be notified.
3. the supplier is obliged to perform its services with the utmost care using the latest state of science and technology as well as its own knowledge and experience and to comply with the applicable statutory provisions.
XIII. RIGHT OF CANCELLATION
Voltatron shall be entitled to withdraw from the contract if the supplier is insolvent in accordance with Section 17 of the German Insolvency Code (InsO) or over-indebted in accordance with Section 17 of the German Insolvency Code (InsO). § 19 InsO occurs or an application is made to open insolvency proceedings against the assets of the supplier.
XIV. STANDARD TERMS AND CONDITIONS
1. The contractual relationship shall be governed by German law. The provisions of the UN Convention on Contracts for the International Sale of Goods shall not apply.
2. the place of performance for deliveries and services shall be the destination specified by Voltatron. The place of performance for payments is Fürth.
3. place of jurisdiction is – subject to a legally deviating exclusive place of jurisdiction – Fürth.
4. § 127 BGB remains unaffected. Therefore, telecommunicative transmission (e.g. transmission by fax, e-mail or remote data transmission) is also sufficient to comply with the written form.
5 Voltatron points out that personal data is stored and processed in connection with business transactions in compliance with the statutory provisions.