I.) General conditions
The legal relationship between the supplier and MÖVE Fahrzeugitze GmbH, Gustav-Walter-Strasse 5, 99974 Mühlhausen, conforms with these terms and conditions and any other agreements. Amendments and additions must be made in writing. A waiver for the written form requirement must also be made in writing. Other general terms and conditions shall also be non-applicable if they have not been expressly contradicted in each individual case.
II.) Orders
1.) Delivery contracts (order and acceptance), as well as delivery announcements and any amendments and supplements, must be provided in writing. The written form requirement shall also apply to data communications, especially so-called e-mail messages.
2.) If the supplier does not accept the order within three weeks of receipt, MÖVE Fahrzeugitze GmbH shall have the right to revoke the order. Delivery announcements become binding at the latest if the supplier does not object within two weeks of receipt.
3.) Within reasonable limits, MÖVE Fahrzeugsitze GmbH may make amendments to the deliverables in terms of design and construction. The effects, in particular with regard to any cost increases or reductions incurred, as well as the delivery dates, must be regulated appropriately by mutual consent.
III.) Payments
1.) Payments must be made by means of bank transfers or cheques, as opposed to in cash. If deliveries are accepted prematurely, the due date of the payment shall be determined according to the agreed delivery date, instead of the actual date of delivery.
2.) In the event of deficient delivery, MÖVE Fahrzeugitze GmbH shall be entitled to withhold payment until the proper fulfilment.
3.) The supplier is not authorised to assign claims against MÖVE Fahrzeugsitze GmbH or to have them collected by a third party without the prior written consent of MÖVE Fahrzeugsitze GmbH, which cannot be refused without good reason. Approval shall be considered granted in the case of extended reservation of ownership.
If the supplier assigns his claim against MÖVE Fahrzeugsitze GmbH and to a third party, contrary to Clause 1, the assignment shall still be effective. However, MÖVE Fahrzeugsitze GmbH may, at its discretion, deliver to the suppliers or third parties with an exempting effect.
4.) Invoices should be submitted in duplicate to MÖVE Fahrzeugsitze GmbH. They must include the supplier number, the order date and number (or the acceptance date and delivery schedule), additional data relating to MÖVE Fahrzeugsitze GmbH (account assignment), the VAT ID numbers of MÖVE Fahrzeugsitze GmbH and the supplier for cross-border deliveries within the European Community, the place of unloading, the number and date of the delivery note, and the quantity of the items invoiced. The invoice may relate to only one delivery note. Standard delivery notes (DIN 4991) must be used for all deliveries.
IV.) Defect notification
The supplier must inform MÖVE Fahrzeugsitze GmbH in writing of any defects in the delivery as soon as they are detected, in accordance with the conditions of the normal cause of business. In this respect, the supplier shall waive the objection of the delayed defect notification.
V.) Non-disclosure
1.) The contracting parties undertake to treat all non-publicised commercial and technical information known to them as a result of the business relationship as trade secrets.
2.) Drawings, models, templates, samples and similar material may not be assigned to or made accessible to unauthorised third parties. The copying of such material is only permissible within the scope of the operational requirements and the copyright regulations.
3.) Subcontractors must be obliged accordingly.
4.) The contracting parties may only advertise their business relationship with prior written consent.
VI.) Delivery dates and deadlines
1.) Agreed dates and deadlines are binding. The receipt of the goods by MÖVE Fahrzeugsitze GmbH is essential for the observance of the delivery date or the delivery period.
If delivery other than “ex works” is agreed, the supplier must deliver the goods in good time, taking the standard loading and dispatching times into account.
2.) The supply of excess or reduced quantities without the express consent of MÖVE Fahrzeugitze GmbH shall not be accepted.
VII.) Delayed delivery
1.) The supplier shall be obligated to compensate MÖVE Fahrzeugsitze GmbH for all damages caused by the delay. This shall also apply to lost profits and damages resulting from operational interruptions.
2.) In the case of slight negligence, the claim for damages shall be limited to additional freight costs, retrofitting costs, and after unsuccessful extension period, or in the event of loss of interest in the delivery, the amount of additional expenditure for covering purchases.
VIII.) Force majeure
Force majeure, industrial disputes, unrest, official measures and other unpredictable, unavoidable and serious events shall exempt the contracting parties from their respective performance obligations for the duration of the disruption and to the extent of their effect. This shall also apply if these events occur at a time when the affected contracting party is in arrears. The contracting parties shall be obliged to provide the necessary information within a reasonable time frame, and to adjust their obligations to the changed circumstances in good faith.
IX.) Quality and documentation
1.) In order to make deliveries, the supplier must comply with the current state of science and technology, the safety regulations, and the agreed technical data. He shall be obliged to set up and demonstrate a corresponding quality management system, for example DIN EN ISO 9000 et seqq. MÖVE Fahrzeugsitze GmbH reserves the right to check the effectiveness of the quality management system on-site.
Amendments to the delivery items require the written consent of MÖVE Fahrzeugsitze GmbH.
The determinant factors for the initial sample testing will be the standards and criteria which are to be jointly established by MÖVE Fahrzeugsitze GmbH and its contractual partners. Regardless of this, the supplier must constantly check the quality of the deliverables. The contracting parties will inform one another of possibilities for improving quality.
2.) If the nature and scope of the test, and the testing methods and means are not agreed upon by MÖVE Fahrzeugsitze GmbH and the supplier, MÖVE Fahrzeugsitze GmbH shall, at the request of the supplier, discuss the tests with the supplier to the best of its knowledge, in order to determine the required standard of testing technology. In addition, MÖVE Fahrzeugsitze GmbH shall inform the supplier of the relevant safety regulations on request.
3.) For motor vehicle parts/car parts which are specially labelled in the technical documentation or by special arrangement, for example with a “D”, the supplier must also record when, how and by whom the delivered items were tested in terms of the characteristics which must be documented, as well was the results of the required quality tests. The test documents must be retained for ten years, and submitted to MÖVE Fahrzeugsitze GmbH on demand or on request. The supplier shall have to comply with upstream suppliers to the same extent within the statutory framework.
4.) If the authorities responsible for car/motor vehicle safety require insight into the production process and the test documentation of MÖVE Fahrzeugsitze GmbH, the supplier shall, at the request of MÖVE Fahrzeugsitze GmbH, agree to grant the same rights in his business, and to provide all reasonable support.
5.) In the case of materials (substances, preparations and objects (e.g. goods, parts, technical devices)) which due to their nature, their properties or their state, may pose risks to human life or health, the environment or to property, and which therefore require special treatment in terms of their packaging, transportation, storage, handling and disposal, the supplier must provide MÖVE Fahrzeugsitze GmbH with a complete data sheet with the delivery, in accordance with Section 14 of the Ordinance on Hazardous Substances, and a relevant instruction sheet (transport). If amendments are made to the materials or the legal situation, the supplier shall provide MÖVE Fahrzeugsitze GmbH with updated data sheets and instructions.
X.) Defect liability
1.) If defective goods are delivered, MÖVE Fahrzeugsitze GmbH may demand the following, if the relevant statutory regulations and the following conditions are in force, and unless otherwise agreed:
a) Before the start of production (processing or installation), MÖVE Fahrzeugsitze GmbH shall first give the supplier the opportunity to screen the goods, to remedy the defect or to make a supplementary (replacement) delivery, unless this is deemed unacceptable by MÖVE Fahrzeugsitze GmbH. If the supplier is unable to do this or if he does not comply immediately (within three to seven days at the latest), MÖVE Fahrzeugsitze GmbH may withdraw from the contract without further notice, and return the goods at the risk of the supplier. In urgent cases, it may, after consultation with the supplier, remedy the defects itself, or have them remedied by a third party. The costs incurred shall be borne by the supplier. If the same goods are repeatedly supplied in a defective condition, MÖVE Fahrzeugsitze GmbH shall be entitled to withdraw from the contract following a written notification upon another defective delivery, or non-compliance with the scope of delivery.
b) If the defect is detected once the production process has started, despite compliance with the obligations under Clause IV) (Defect notification), MÖVE Fahrzeugsitze GmbH may
– in accordance with Section 439 Paragraphs 1, 3 and 4 BGB request subsequent performance and the reimbursement of the transportation costs required for subsequent performance (without towing costs), as well as dismantling and installation costs (labour costs, material costs, etc.), or
– reduce the purchase price.
c) In the event of a culpable violation of duty beyond the delivery of defective goods (e.g. in relation to an obligation to inform, advise or examine), MÖVE Fahrzeugsitze GmbH shall be entitled to demand compensation for the consequential damage, as well as for the consequential damage reimbursed by MÖVE Fahrzeugsitze GmbH to its customers, pursuant to the law on reimbursed damages and in accordance with Clause XI.). Consequential damages are damages suffered by MÖVE Fahrzeugsitze GmbH as a result of the delivery of faulty goods, or through a breach of legal rights other than those relating to the goods. The right to make further claims for the reimbursement of expenses and/or compensation for damages shall remain unaffected.
2.) The parts to be replaced by the supplier shall be promptly provided at his expense by MÖVE Fahrzeugsitze GmbH on request.
3.) Claims for defect liability shall expire 24 months after vehicle registration, but no later than 36 months after delivery to MÖVE Fahrzeugsitze GmbH.
4.) In the event of defective deliveries, claims made by MÖVE Fahrzeugsitze GmbH pursuant to product liability law, relating to unauthorised action or management without mandate from Clause X.) shall remain unaffected. Quality and durability guarantees must be expressly labelled as such in writing.
5.) The regulations in Sections 478 and 479 BGB shall remain unaffected by the above regulations. MÖVE Fahrzeugsitze GmbH may also enforce the rights from Sections 478 and 479 BGB is the end customer is not a consumer but a contractor.
XI.) Liability
Unless a different liability clause is present in another part of these terms and conditions, the supplier shall only be obliged to the following extent to compensate the damages to MÖVE Fahrzeugsitze GmbH directly or indirectly as a result of a defective delivery, non-compliance with official safety regulations, or any other legal grounds which are attributable to the supplier.
1.) Essentially, compensation for damages is only granted if the supplier has a degree of fault for the damage caused.
2.) If a claim is brought against MÖVE Fahrzeugsitze GmbH on the basis of non-negotiable liability to third parties regardless of blame, the supplier shall join MÖVE Fahrzeugsitze GmbH to the extent that he would also be directly liable. For compensation for damages between MÖVE Fahrzeugsitze GmbH and the supplier, the principles of Section 254 BGB shall apply accordingly. This shall also apply in the case of a direct claim by the supplier.
3.) The liability for compensation shall be excluded insofar as MÖVE Fahrzeugsitze GmbH has effectively restricted its liability to its acceptor.
MÖVE Fahrzeugsitze GmbH shall therefore endeavour to agree on limitations of liability to the lawfully permitted extent and in favour of the supplier.
4.) Claims made by MÖVE Fahrzeugsitze GmbH shall be excluded to the extent that the damage is caused by non-compliance with operating, maintenance and installation instructions, inappropriate or incorrect handling, natural wear and tear or incorrect repairs attributable to MÖVE Fahrzeugsitze GmbH.
5.) The supplier shall be liable for measures taken by MÖVE Fahrzeugsitze GmbH to prevent damage (for example, product recalls) as far as he is legally obligated.
6.) MÖVE Fahrzeugsitze GmbH shall promptly inform and consult the supplier if it intends to make a claim against the supplier, in accordance with the regulations above. It shall give the supplier the opportunity to examine the damage. The contracting parties shall vote on the measures to be taken, especially in the case of settlement negotiations.
7.) The principles set out in Clause VII.) shall be applied mutatis mutandis, insofar as the supplier has inadequate insurance or none at all.
XII.) Property rights
1.) The supplier shall be liable for any claims arising from the infringement of property rights and patent applications as a result of the contractual use of the delivered products, wherein at least one intellectual property rights family is present either in the supplier’s home country, or in the European Patent Office, or in the Federal Republic of Germany, France, Great Britain, Austria, or the USA.
2.) He shall exempt MÖVE Fahrzeugsitze GmbH and its customers from all claims arising from the use of such property rights.
3.) The above shall not apply if the supplier has produced the goods according to the drawings, models or similar descriptions or indications provided by MÖVE Fahrzeugsitze GmbH or other matching descriptions or information that the supplier does not know has been produced by MÖVE Fahrzeugsitze GmbH, or in relation to products developed by the supplier without realising that they violate property rights.
4.) Provided that the Supplier is not liable pursuant to section 3), MÖVE Fahrzeugsitze GmbH shall exempt it from all third-party claims.
5.) The contracting parties undertake to promptly inform one another of any risks of injury and cases of alleged infringement, and to give one another the opportunity to take the steps required to counteract such claims by mutual agreement.
6.) On the request of MÖVE Fahrzeugsitze GmbH, the supplier shall provide information on the use of published and unpublished own and licensed property rights and patent applications on the delivery item.
7.) The liability limitation principles detailed in Clause VII.) shall be applied accordingly.
XIII.) Use of production facilities, tools and confidential material owned by MÖVE Fahrzeugsitze GmbH
1.) Models, matrices, templates, samples, diagrams, sketches, tools and other manufacturing means, as well as confidential information and construction data provided by the supplier to MÖVE Fahrzeugsitze GmbH, or for which it pays in full, may only be used for deliveries to third parties with prior written consent.
2.) If MÖVE Fahrzeugsitze GmbH is the sole owner of specific tools, equipment and test equipment (hereinafter referred to as tools), these must be labelled as such, and may be used exclusively for the production of contractual products for MÖVE Fahrzeugsitze GmbH. These tools may only be replicated with the written consent of MÖVE Fahrzeugsitze GmbH.
3.) The supplier shall have an unlimited right of possession of the tools for the entire duration of the project, and the duration of the spare part production run. MÖVE Fahrzeugsitze GmbH may only demand the surrender of the tools and all follow-up tools in the event of insolvency of the supplier, or upon termination of the underlying contract, irrespective of the legal basis. In this case, the tools shall be issued promptly, usually within a period of seven days from the date of publication.
4.) The supplier shall, at his own expense and until receipt of a written waiver or relocation instructions, assume the storage, insurance, maintenance and repair of tools, facilities and testing equipment belonging to MÖVE Fahrzeugsitze GmbH in such a way that damage is avoided.
XIV.) Spare parts provision
The supplier shall undertake to provide MÖVE Fahrzeugsitze GmbH with replacement parts during the lifespan of the series for which the parts are intended, as well as for 15 years after the end of the lifespan of the series. The supplier is hereby obliged to deliver the spare parts in special spare part packaging, at the request of MÖVE Fahrzeugsitze GmbH. The prices for the spare parts must be agreed separately, and take into account the necessary expenses for their production or procurement.
XV.) Retention of title
The Supplier shall retain the title of all goods delivered by him until full payment is made. The deliveries shall hereby be regarded as an inclusive delivery transaction. For current invoices, the reserved property shall be used as security for the balance claim. If goods made by MÖVE Fahrzeugsitze GmbH are combined with other goods to make a single item, which is to be considered as the main item, MÖVE Fahrzeugsitze GmbH shall be obliged to transfer co-ownership to the supplier to the extent that the main item belongs to him. If MÖVE Fahrzeugsitze GmbH sells the delivered goods as intended, it therefore assigns the claims arising from the sale against the customer, as well as all ancillary rights, to the supplier, until the full payment of all claims has been made.
For well-justified reasons, MÖVE Fahrzeugsitze GmbH shall be obliged at the request of the supplier to give third-party purchasers notification of the assignment, and to provide the supplier with the information necessary to assert his rights and to provide documentation.
The supplier shall release the securities he holds if the value of the claims to be secured exceeds the value of the receivables by more than 20%.
XVI.) General provisions
1.)When determining the amount of compensation to be paid by the supplier in accordance with Clauses VII), X), XI) and XII), the economic situation of the supplier, the nature, scope and duration of the business relationship, any causative and/or responsible contributions on the part of MÖVE Fahrzeugsitze GmbH in accordance with Section 254 BGG, and any instances of the particularly disadvantageous installation of the parts supplied, must be considered in favour of the supplier.In particular, the compensation, costs and expenses which are to be borne by the supplier shall be proportionate to the value of the supplied parts.
2.)If one of the contracting parties suspends his payments, or if insolvency proceedings or extrajudicial insolvency proceedings relating to his assets are applied for, the other party is entitled to withdraw from the unfulfilled part of the contract.
3.)Should individual provisions of these conditions and the relevant additional agreements be or become invalid, the validity of the remaining provisions shall remain unaffected.The contractual parties are obliged to replace the invalid provision with one which matches the economic success of the invalid one as closely as possible.
4.)Only the law of the Federal Republic of Germany shall apply, unless otherwise agreed.The application of the United Nations Convention of 11.04.1980 on Contracts for the International Sale of Goods shall be excluded.
5.)The place of fulfilment is the headquarters of MÖVE Fahrzeugsitze GmbH, in Mühlhausen/Thüringen.Other arrangements can be made for deliveries.
6.)The place of jurisdiction is the headquarters of MÖVE Fahrzeugsitze GmbH, in Mühlhausen/Thüringen.
(As at 20.05.2008)