General Purchasing Terms
These General Terms and Conditions of Purchase regulate the contract conclusion, obligations of HLC Aviation GmbH and the user as well as the performance of contracts concluded between the supplier and HLC Aviation GmbH.
Customer
HLC Aviation GmbH
Rudolf-Diesel-Strasse 23
24558 Henstedt-Ulzburg
Germany
Phone: +49 4193 750 86 -888
Fax: +49 4193 750 86 -7802
E-mail: info@hlc-aviation.com
Managing Director: René Bouchard, Hans Brüchert
Registration court: District Court Kiel
Registration Number: HRB 16951KI
VAT identification number pursuant to Sec. 27a
Value Added Tax Act (Umsatzsteuergesetz): DE 298525215
Disclaimer of liability: Despite thorough content controls, we do not assume any liability for contents of external links. The operators of linked websites are solely responsible for their contents.
Sec. 1 General
1.1 Terms of the supplier amending or deviating from these General Terms and Conditions of Purchase are non-binding for the customer even if the customer does not object to these terms or if the supplier declares that he wishes to deliver only on his own terms.
1.2. Orders and their acceptance as well as any changes and amendments to them require the written form. Verbal subsidiary agreements made at the conclusion of the contract are only valid if confirmed in writing by the customer. This also applies to contract amendments after the conclusion of the contract.
1.3. If the supplier does not accept an order within 14 days the customer has the right to withdraw his order.
1.4. The client does not bear any insurance costs for the goods, in particular forwarding insurance. The customer is a so-called “SVS/RVS-Verbotskunde” (prohibits the shipper from taking out the minimal forwarding insurance policy).
Sec. 2 Delivery Date and Place of Performance
2.1. The agreed upon delivery date is binding. Advance deliveries are only permitted with the customer’s consent. The deadline for deliveries without assembly or installation shall be deemed to have been met if the goods were delivered at the delivery location specified by the customer. The deadline for deliveries with assembly or installation as well as for services shall be deemed to have been met if they were provided in a condition ready for acceptance.
2.2 If the supplier is in default the customer is entitled to a contractual penalty in the amount of 0.2% of the total contract value for every full day of delay, up to a maximum amount of 5.0% of the contract value. The customer can demand payment of the contractual penalty if he reserves the right to do so at the latest until the expiry of one month after the acceptance of the last deliveries or services to be performed in the context of the order. The customer reserves the right to claim damages going beyond the contractual penalty.
2.3 The place of performance for the supplier’s deliveries and services shall be the delivery address specified in the order. If the delivery address is not specified and cannot be derived from the nature of the contractual obligation, the registered office of the customer shall be considered the delivery address.
Sec. 3 Delivery and Pricing
3.1 Delivery items shall be properly packed and shipped. Packaging and shipping regulations shall be complied with. Shipping documents, such as delivery notes and packing slips, shall be enclosed with the deliveries. The order numbers and the labelling requested in the order are to be mentioned in all documents. The customer shall be sent a dispatch note at the day of shipment at the latest. Any incremental costs incurred by the customer due to the non-compliance with the above-mentioned provisions shall be borne by the supplier.
3.2 The prices are delivered duty paid.
Sec. 4 Invoice and Payment, Assignment Prohibition
4.1 For each delivery an invoice in duplicate mentioning all labelling required in the order shall be issued.
4.2 Payment shall be made by bank transfer or cheque, with a 3% discount if within 10 days of the acceptance/delivery and receipt of the invoice, or net within 30 days. The discount deduction may also be applied in the case of offsetting or retention due to defects.
4.3 The supplier is not entitled to assign any claims against the customer nor have these collected by third parties without his written consent.
Sec. 5 Warranty
5.1 The supplier warrants that his deliveries and services remain free from defects for 24 months of the passing of risk. In case of resale this warranty ends 24 months after the risk has passed to the end customer.
5.2 The statutory limitation periods commence with the discovery of a defect. These periods shall be suspended by a notice of defects.
5.3 Defects discovered during the proper course of business shall be immediately reported to the supplier in writing.
5.4 Notwithstanding the statutory warranty entitlements, the customer is entitled to a rectification of the defect through repair work or replacement. The supplier shall bear all costs in connection with any discovered defects and their rectification, even if they are incurred by the customer. This also applies if the costs increase because the delivered item is transported to another location than the place of performance and if the supplier was aware of this at the conclusion of the contract. The customer is entitled to substitute performance at the supplier’s expense if the supplier is in delay or fails to remedy the defects or send a replacement or refuses to do so. The replacement or rectification shall be deemed to have failed if the first attempt to remedy the defect remained unsuccessful. Notwithstanding the above, in urgent cases the customer has the right to substitute performance against payment of the expenses the supplier has saved as a result.
5.5 The warranty period for rectifications and replacements runs for six months from the fulfilment of the warranty obligation but at least until the expiry of the warranty period applicable to the original deliveries or services.
5.6 The supplier warrants that the items delivered by him comply with pertinent laws, regulations and the state of the art in Germany and do not contain any harmful substances. The supplier releases HLC Aviation GmbH from all third-party claims for damages arising as a result of a breach of the above-mentioned warranty. The supplier is furthermore obliged to reimburse HLC Aviation GmbH for any necessary legal costs.
5.7 To ensure that our quality standards are met we require a quality certificate issued by an independent accredited testing institute on the basis of the testing criteria specified by us for all products manufactured for us.
Sec. 6 Information and Due Diligence Obligations
6.1 Provided that the customer has informed the supplier about the intended use of the deliveries and services or the intended use is apparent to the supplier even without express information, the supplier is obliged to inform the customer immediately if the supplier’s deliveries or services are not suitable for the specific intended use.
6.2 The customer shall be immediately notified in writing in the event that circumstances jeopardizing the compliance with delivery dates arise.
6.3 The supplier shall immediately inform the customer in writing of any change in the composition of the processed material or the constructional design from identical deliveries and services provided to the customer up to that date. The changes require the written consent of the customer.
The supplier shall ensure that these specifications are complied with throughout the entire supply chain.
6.4 The supplier shall ensure that the deliveries and services comply with environmental, accident prevention and other health and safety regulations, safety-related provisions as well as any other legal requirements applicable in the Federal Republic of Germany and shall inform the customer at each delivery of any not commonly known handling and disposal requirements.
6.5. Order and product-related documents shall be stored for the period of their normal technical use.
6.6. Access to the relevant areas of all institutions involved in an order throughout the entire supply chain shall be granted to the customer, the customer’s clients and regulatory authorities. This also applies to all relevant documentation.
Sec. 7 Supply
7.1 All objects of any kind made available to the supplier by the customer remain the property of the customer. They may only be used for the provision of the ordered deliveries and services.
7.2 The supplier shall perform necessary maintenance and inspection work at his expense and shall take out appropriate insurance for the objects made available to him and present a certificate of insurance upon the customer’s request.
7.3 Insofar as objects made available to the supplier by the customer are processed or transformed into a new movable item the customer shall be deemed as the manufacturer. If objects are connected or combined in such a way that the objects are deemed to be primarily owned by the supplier, the supplier is deemed to transfer pro-rata co-ownership to the customer; the supplier shall keep the joint property on behalf of the customer.
Sec. 8 Confidentiality
8.1 The supplier commits himself to keep secret all not commonly known commercial and technical information and documentation that come to his knowledge in the course of the business relation, and to use it exclusively for the provision of the ordered deliveries and services. This obligation of confidentiality shall be imposed on any subcontractors.
8.2 The supplier must not use the company name or trademarks of the customer in reference lists or publications, unless the supplier has obtained the prior written consent of the customer.
Sec. 9 Quality and Environmental Management, Code of Conduct
9.1 We are certified in accordance with the international norm EN 9001. We are obligated towards the customer to observe any resulting regulations and norms during our performance and processing of the order.
9.2 The specifications mentioned by us in the order or other required specifications shall be complied with by the supplier, and the supplier shall demonstrate compliance by means of appropriate certificates and evidence.
9.3 The supplier is obligated to keep quality-related documents and records for 25 years.
9.4 The supplier is obligated to inform us immediately in writing of any changes to or deviations from product or process definitions, changes to subcontractors as well as changes to the production sites.
9.5 The supplier is obligated to report to us any non-compliant products. The non-compliant parts may only be disposed of with our written consent.
9.6 The supplier is obligated to only deliver products with a certified origin. Only products for which dubious origin or forgery can be excluded may be delivered.
9.7 The supplier shall comply with the terms of the REACH Regulation ((EC) 1907/2006) where relevant. The supplier shall in particular inform us whether, and if so in what amount, substances in the list of substances eligible to be included in annex XIV of the REACH Regulation are contained in the products to be delivered. The current candidates list is available on the website of the European Chemicals Agency (ECHA). With each delivery the supplier shall provide a current version of the safety data sheet in German pursuant to the REACH Regulation and the applicable legal provisions for each product that requires a safety data sheet.
9.8 The supplier undertakes to act in accordance with our Code of Conduct. This includes:
- Respecting and complying with laws, governmental requirements, standards and internal rules, e.g. with regard to compliance guidelines in the event of conflicts of interest or the personal acceptance of benefits through gifts, invitations or other favors from customers or suppliers
- respect of export restrictions, compliance with intellectual property agreements
- Introduction of an organisational culture that communicates the operational roles of the employees
- Managers who listen to their employees and recognise their performance (this can ultimately also increase productivity)
- to prevent a culture that tolerates even the slightest form of unethical behaviour, since this encourages all kinds of illegal and even criminal activities
- Reporting and active problem solving instead of passing on errors and nonconformities
Sec. 10 Control Rights
10.1 Our employees and representatives of authorities or their delegates always have access to all business premises of the supplier and his subcontractors where works are performed for us as long as normal business hours are respected. They may inspect any order-related documentation. The supplier shall include these rights in any agreements concluded with subcontractors.
This access right shall particularly be granted to our employees and representatives of authorities or their delegates that are responsible for monitoring the progress of the works assigned to suppliers as well as for audits in connection therewith.
10.2 Representatives of our customers are allowed to enter any business premises of suppliers where works for us are performed at any time during normal business hours, provided that we granted authorisation and a representative of our company is present during the visit.
Sec. 11 Jurisdiction and Applicable Law
11.1 In case the supplier is a registered trader the registered office of the customer shall be the exclusive place of jurisdiction, even for cheque and bill of exchange transactions. The same applies if the supplier does not have his place of general jurisdiction in the Federal Republic of Germany at the initiation of a legal proceeding. However, the customer is entitled to seize any legally competent court.
11.2 The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 is hereby excluded.
Status: 08/03/2020