Last revised: 01.02.2022
1.General – scope
1.1 Our terms and conditions of purchase shall apply exclusively; we shall only accept any general terms and conditions of the supplier that deviate from or conflict with our terms and conditions of purchase to the extent that we have expressly agreed to them in writing in the individual case. The acceptance of goods or services of the supplier (hereinafter: subject matter of the contract) or their payment does not imply any consent to the deviating general terms and conditions of the supplier.
For our future orders, the following general terms and conditions of purchase shall apply even if we have not sent them to the contractor again or referred to them. Deviating terms and conditions of the contractor shall not bind us even in this respect.
1.2 Our terms and conditions of purchase apply until revoked to all deliveries to:
|Promotech Kunststoff- und Metallverarbeitungsges.m.b.H.||Promotech Werkzeugbau GmbH||Promotech Holding GmbH||AutoLab – Next Automation GmbH|
|Unterlochen 44||Unterlochen 44||Unterlochen 44||Nikolaiplatz 4 – 2 Stock – Büro 212|
|5231 Schalchen||5231 Schalchen||5231 Schalchen||8020 Graz|
2. Conclusion of contract and contract amendments
Purchase orders, agreements and contracts (delivery schedules), as well as their amendments and supplements, shall be subject to the following points:
2.1 Verbal agreements of any kind – including subsequent amendments and supplements to our terms and conditions of purchase – require our written confirmation to become effective.
2.2 The written form is also fulfilled by remote data transmission or e-mails.
2.3 Offers of the contractor are free of charge and non-binding for us, even if they have been issued upon our request. When submitting his offer, the contractor must adhere precisely to our inquiry and expressly point out any deviations.
2.4 Our orders shall be confirmed by the contractor without reservation within 10 working days after receipt of our order. This shall also apply if our order is based on an offer of the contractor. If the supplier does not accept the order within two weeks of receipt, we shall be entitled to revoke it.
2.5 Contracts within the scope of a master purchasing agreement or purchase order and call-off planning shall become binding if the supplier does not object within two working days of receipt.
2.6 The quality assurance agreement of the PMT Holding group is an integral part of the contract. We only recognize deviating or conflicting agreements of the supplier insofar as we have expressly agreed to them in writing in the individual case.
3.Packaging quality requirement
3.1 If an order for raw parts, products or semi-finished products is placed by the PMT group, the packaging and/or shipping method must be agreed with the PMT Holding GmbH prior to the first delivery.
3.2 The packaging of the goods is basically in the responsibility of the supplier. The supplier shall ensure that the goods are being delivered in perfect condition. The supplier is responsible for compliance and implementation of the agreed logistics concept – from the production site to the transfer of risk.
3.3 During transport, the packaging is exposed to forces such as impact, vibration and pressure, as well as environmental influences such as moisture, dust and dirt. Therefore, it must be ensured that the packaging for the ordered product or semi-finished product is adequate and of good quality. In principle, the packaging must be designed to be suitable for transport and the forces to which it is exposed.
3.4 In the case of deliveries from and to countries with special export/import requirements in respect to packaging (e.g. wooden packaging), suitable packaging must be selected by the supplier. If necessary, the shipping documents or certificates required for export/import that comply with the applicable law must be kept available by the supplier.
4.1 The delivery time stated in the order is binding. Deviations from our contracts and orders are only permitted with our prior written consent. If the supplier makes changes without our consent, we shall be entitled to withdraw from the contract and to demand compensation for the resulting damage.
The delivery must correspond exactly to our order in respect to design, scope and division into partial deliveries. We are not obliged to accept other deliveries.
4.2 We reserve title and copyright to illustrations, drawings, calculations and other documents; they must not be made accessible to third parties without our written consent. The documents are to be used exclusively for production of our orders. They must be kept secret from third parties.
4.3 Agreed dates and deadlines are binding. Decisive for the compliance with the delivery date or the delivery period is the reception of goods at our premises.
4.4 The delivery shall also not be counted as “on time” if the goods have defects which have not been remedied within the agreed delivery period.
4.5 The following documents shall be attached to the individual item groups upon delivery:
4.5.2 Metals/raw strips/stamped parts
– Acceptance test certificate 3.1 according to EN 10204:2004
– Layer thickness protocol (if electroplating)
– Sample strips (20-30cm)
– Coil marking
– Maximum allowed delivery weight per pallet is 1.650kg
– Acceptance test certificate 3.1. according to EN 10204:2004
– Maximum allowed delivery weight per pallet is 1.000kg
4.5.4 Purchase parts / external parts
– Acceptance test certificate 3.1. according to EN 10204:2004
– Coating thickness measurement protocol (if electroplating)
– Maximum allowed delivery weight per pallet is 1.000kg
4.6 A Delivery of goods without a delivery note is not permitted. The delivery note must be attached on the face side of the pallet or package in a delivery note pocket. For each order, a separate delivery note shall be issued
All documents must be executed in German or in English. Manually written delivery notes are not allowed.
The following data must be stated on the delivery note:
– Delivery note number in fair copy
– PMT order number in fair copy
– PMT item number
– PMT article description
– Quantity and unit of measure
4.7 A packing list with the following contents must be attached -legible from the outside – to each shipping package:
– number of pallets
– order number
– delivery note number
– item number
– quantity per container/ box
– if container: container number
– weight/ pallet
4.8 If the supplier has taken over the installation or assembly, he shall, as per deviating
agreements, bear all necessary ancillary costs such as travel expenses, provision of tools as
well as allowances.
If no delivery conditions have been agreed on, the goods shall be delivered “DAP” to our premises, or, if a different destination has been agreed, carriage paid to the destination. All ancillary freight costs shall be borne by the contractor.
4.9 If agreed deadlines are not met, the statutory provisions shall apply. If the supplier foresees difficulties in regards to production, the supply of raw materials, compliance with the delivery date or similar circumstances which could prevent him from delivering on time or in the agreed quality, the supplier shall immediately notify our ordering department or the purchasing department.
4.10 The unconditional acceptance of the delayed delivery or service shall not constitute a waiver of the claims for compensation to which we are entitled due to the delayed delivery or service; this shall apply until full payment of the remuneration owed by us for the delivery or service concerned.
4.11 Partial deliveries are generally not permitted unless we have expressly agreed to them in writing
in advance. Partial or residual deliveries are only permitted with prior notification, otherwise a
refusal of acceptance will follow.
4.12 For quantities, weights and dimensions, the values determined by us during the incoming goods inspection shall – unless proven otherwise -be authoritative.
5. Shipping notice, invoice, prices
The details in our purchase orders shall apply. The invoice shall be sent in single copy to the following address . The invoice number and other allocation features must be stated on the document – the invoice must not be enclosed to the shipments.
5.2 The supplier is obliged to state our order number and article number exactly on all shipping documents and delivery notes; if he fails to do so, we refuse our responsibility for unavoidable delays in processing. If the invoices do not comply with these regulations or if they have to be returned due to formal reasons (e.g. no indication of the order number, no proper pricing, etc.), the payment periods shall not start to run until we have received the properly corrected invoices.
5.3 Should there be circumstances that lead to a significant price change to our disadvantage between the order and the delivery date, we can demand a corresponding price adjustment. Should an agreement on this not be reached with the contractor, we shall be entitled to withdraw from the order.
5.4 If the prices are fixed in foreign currency and if, after the order has been placed, the agreed currency was revalued by more than 3%, we shall be entitled either to cancel the order or to make a value-based adjustment to the price.
5.5 Complaints and returns of goods interrupt the mentioned payment period. The payment period in the invoice begins only after receipt of the credit note or after receipt of the proper goods.
5.6 Payments, whether partial payments or final payments, shall in no way affect any warranty, guarantee, compensation or other claims to which we are entitled. In particular, payments shall not be deemed to be confirmation of proper delivery.
6. Payment terms
If no special agreement has been made, the invoice shall be paid either within 14 days with a 3% discount or within 30 days without discount from the due date of the payment claim and receipt of both the invoice and the goods as well as the implementation of the service. Payment shall be made subject to invoice verification.
7. Pricing and transfer of risk
If no special agreement has been made, the prices shall be understood as delivered to the named place (DAP according to Incoterms 2020), packaging included.
The supplier shall bear the risk of accidental loss and accidental deterioration until acceptance of the goods by us or our agent at the place to which the goods are to be delivered according to the order.
8. Warranty claims and recourse
8.1 Acceptance shall be subject to an inspection for freedom from defects, in particular also for correctness and completeness. Defects shall be charged by us immediately after discovery. In this respect, the supplier waives the objection of delayed notification of defects.
8.2 We are excluded from the legal obligation to immediately inspect the delivered goods and to immediately report any defects, both with regard to hidden and recognizable defects.
8.3 Defects which occur or are discovered only in the further process steps of production shall be reported immediately after detection.
8.4 The qualified inspection of incoming goods by our quality department shall be carried out on a random basis, e.g. on the basis of anomalies, and shall generally include the examination of the test certificates provided by the supplier.
8.5 The statutory provisions on material defects and defects of title shall apply unless otherwise provided below
8.6 As a matter of principle, we shall have the right to choose the type of supplementary performance. The supplier may refuse the type of supplementary performance chosen by us if this is only possible with disproportionate costs
8.7 If the supplier does not begin to remedy the defect immediately after our request to do so, we shall be entitled in urgent cases, in particular to avert acute danger or avoid major damage, to remedy the defect ourselves or have it remedied by a third party at the supplier’s expense.
8.8 In the event of defects of title, the supplier shall also indemnify us against any existing claims of third parties, unless he is not responsible for the defect of title.
8.9 If we incur costs as a result of the defective delivery of the subject matter of the contract, in particular transport, travel, labor, installation, removal, material costs or costs for an incoming goods inspection exceeding the usual scope, the supplier shall bear these costs.
8.10 The supplier warrants that no rights of third parties are infringed in connection with the delivery in the country of the place of delivery. If we inform the supplier that the delivery item is intended for other or further countries of destination, the liability for defects of title shall also extend to these countries.
8.11 The warranty periods are two years for movable items and three years for immovable items. The periods shall commence upon handover of the goods or acceptance of the site and shall therefore end accordingly two or three years thereafter. Secret defects are in particular those which, in the case of goods usually packaged, are not detectable upon removal or upon inspection in the normal course of business.
8.12 We reserve the right to deduct any resulting complaint costs from the supplier’s invoice if a partial or complete defect is detected.
9. Force Majeure
9.1 Force majeure, operational disruptions for which we are not responsible, riots, official measures and other unavoidable events shall exclude us from the obligation to take delivery in time for the duration of their occurrence. During such events and within two weeks after their end, we shall be entitled – without prejudice to our other rights – to withdraw from the contract in whole or in part insofar as these events are not of insignificant duration and our requirements are significantly reduced due to the need to procure the goods elsewhere as a result.
9.2 Events of force majeure shall be deemed to include, in particular, war, civil unrest, acts of terrorism, seizure or other measures of public authority, strikes, lockouts and other labour disputes, transport disruptions, general shortages of raw-, auxiliary- and operating materials, and other operational disruptions, natural events or other circumstances for which the respective party is not responsible and which can only be eliminated at unreasonable expense.
10. Product liability
10.1 In the event that claims are asserted against us on the base of product liability, the supplier shall be obliged to indemnify us against such claims if and to the extent that the damage was caused by a defect in the subject matter of the contract delivered by the supplier. In cases of fault-based liability, however, this shall only apply if the supplier is at fault. If the cause of the damage lies within the supplier’s area of responsibility, he must prove that he is not at fault.
10.2 Product liability shall also extend to those parts of the delivery which the supplier has obtained from sub-suppliers.
10.3 In cases of product liability, the supplier shall bear all costs and expenses, including the costs of any legal action. In all other respects, the statutory provisions shall apply.
10.4 Prior to a recall action which is wholly or partially the result of a defect in the subject matter of the contract delivered by the Supplier, we shall inform the supplier, give him the opportunity to cooperate and exchange views with it on efficient implementation, unless the information or participation of the Supplier is not possible due to particular urgency. Insofar as a recall action is the result of a defect in the contractual object delivered by the supplier, the supplier shall bear the costs of the recall action.
the supplier commits to
11.1 adopt a policy of preventive damage avoidance in relation to environmental problems,
11.2 promote environmental awareness in a targeted manner,
11.3 develop and promote sustainable technologies.
Furthermore, the supplier undertakes not to manufacture or sell products that pose an unacceptable risk to human health and the environment.
12. Rights of withdrawal and termination
12.1 We shall be entitled to withdraw from the contract in whole or in part if one of our customers withdraws from its order placed with us or restricts the scope of its order for reasons of model change or other design or technical changes or for other reasons for which we are not responsible. Claims for damages or other claims of the contractor are excluded in this case.
12.2 In addition to the statutory rights of withdrawal, we are entitled to withdraw from or terminate the contract with immediate effect, if
– the supplier has stopped supplying his customers
– a significant deterioration in the financial circumstances of the supplier occurs or threatens to occur and the fulfillment of a delivery obligation to us is jeopardized as a result,
– the supplier becomes insolvent or overindebted, or
– the supplier stops payments.
12.3 We shall also be entitled to rescind or terminate the contract if the supplier files for the opening of insolvency proceedings or comparable proceedings for the settlement of debts with respect to its assets.
12.4 If the supplier has only rendered partial performance, we shall only be entitled to withdraw from the entire contract if we have no interest in the partial performance.
12.5 If we withdraw from or terminate the contract on the basis of the aforementioned contractual rights of withdrawal or termination, the supplier shall compensate us for any damages incurred as a result, unless the supplier is not responsible for the occurrence of the rights of withdrawal or termination.
13.1 Plastics, parts, containers and special packaging provided by us remain our property. These may only be used as intended. The processing of materials and the assembly of parts shall be carried out for us. It is agreed that we are co-owners of the products manufactured using our plastics and parts in the ratio of the value of the materials provided to the value of the total product, which shall be held in safe custody for us by the supplier.
13.2 Models, tools, molds, drawings and other means of production or documents that we provide to the contractor shall remain our property. Production equipment and documents which we pay to the contractor in whole or in part shall become our property immediately upon their completion.
13.3 The Contractor shall store, maintain and repair the production equipment and documents owned by us at its own expense and insure them against any damage.
14. Documents and Confidentiality, Proprietary Rights
14.1 All business or technical information made available by us must be kept secret from third parties as long as and to the extent that it is not demonstrably public knowledge and may only be made available in the supplier’s own business to those persons who must necessarily be involved in its use for the purpose of delivery to us and who are also obliged to maintain secrecy. They shall remain our exclusive property. Such information may not be reproduced or used commercially without our prior written consent – except for deliveries to us. At our request, all information originating from us and items provided on loan must immediately be fully returned or destroyed.
We reserve all rights to such information (including copyrights and the right to register industrial property rights, such as patents, utility models, semiconductor protection, etc.). Insofar as such information has been made available to us by third parties, this reservation of rights shall also apply in favour of such third parties.
14.2 Products which are manufactured according to documents designed by us, such as drawings, models and the like, or according to our confidential information or with our tools or copied tools may neither be used by the supplier himself nor offered or delivered to third parties.
14.3 The contractor shall be liable for ensuring that the delivered goods and their use do not infringe any patents, trademarks, utility models or other industrial property rights of third parties in Germany or abroad. The contractor shall immediately indemnify us against all claims of third parties.
14.4 The contractor is only permitted to refer to the terms and conditions existing with us in advertising material with our expressive written consent.
15. Place of fulfillment
The place of fulfillment and jurisdiction for all obligations of both parties is Mattighofen. We reserve the right to sue the contractor at another legal place of jurisdiction.
16. Applicable law, place of jurisdiction
The legal relations of the parties shall be governed by the law of the Republic of Austria. The application of the Uniform Law on the International Sale of Goods and the Law on the Formation of Contracts for the International Sale of Goods is excluded.
17. Partial nullity
Should any provision of these General Terms and Conditions of Purchase or of the other contractual agreements be or become invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. The parties are obliged to replace an invalid or unenforceable provision with a valid or enforceable provision that comes as close as possible to the economic result of the invalid or unenforceable provision.
18. Written form
No oral agreements have been made. The cancellation, amendment or supplementation of this condition or the other contractual conditions must be in writing and signed by both contracting parties in order to be effective. The same applies to deviations from this formal requirement.
19. EC origin
The EC origin of the ordered goods and the provision of a supplier’s declaration confirming this origin in accordance with Regulation EEC 1908/73 is a contractual condition. The EC origin of the ordered goods is a warranted quality within the meaning of § 922 ABGB.