Our group of companies

Our business units Nonwovens Technology, Baling Technology, Woollen/ Worsted Technology and Automation Technology are characterised by innovative and high-performance machines and systems. AUTEFA Solutions is focused on growth and the expansion of its worldwide production sites.

Our purchase

Our suppliers value us as a long-term and reliable cooperation partner. We attach great importance to mutual, reliable coordination with medium to long-term planning horizons. We treat each other with respect and regular, personal feedback meetings between our purchasing departments and our suppliers contribute significantly to a mutually positive cooperation. 

Our purchasing departments search worldwide for quality-oriented, cost-effective and reliable suppliers. Our goal is to optimise costs and to continuously improve the quality of our machines and systems. For our customers, we pursue a systematic approach based on mature technologies and machines as well as quality and economic stability.

 

 

Supplier and partner

Accompany us on our growth path as a reliable partner and supplier. AUTEFA Solutions is always striving to improve product and performance quality through innovation and technical know-how. We set high standards in the procurement of materials for our machines and systems.

The further development of our suppliers into “system suppliers” plays an important role in our strategic cooperation. This leads to a long-term, high-quality cooperation partnership, whereby our suppliers, together with us, also benefit from our growth.

AUTEFA SOLUTIONS GERMANY GMBH – Download as PDF

1. Introduction

The individual AUTEFA companies (hereinafter referred as AUTEFA Solutions) AUTEFA Solutions Germany GmbH, AUTEFA Solutions Austria GmbH, AUTEFA Solutions Italy S.p.A., AUTEFA Solutions Switzerland AG, AUTEFA Solutions North America Inc. and AUTEFA Solutions Wuxi Co., Ltd. are belonging to Hi-Tech Textile Holding GmbH, Wegscheider Str. 15, 4021 Linz, Austria and therefore are part of China Hi Tech Group Cooperation (CHTC).

AUTEFA Solutions operates in a variety of institutional, economic, political, social, and cultural contexts that are constantly and rapidly evolving.

All AUTEFA Solutions' activities must be carried out in compliance with the law, within a framework of fair competition, with honesty, integrity, fairness, and good faith, and with due regard for the interests of its customers, employees, commercial and financial partners and the communities in which AUTEFA Solutions operates.

AUTEFA Solutions has therefore decided to clearly define the set of values that the Company recognizes, accepts, and shares, as well as the set of responsibilities that AUTEFA Solutions assumes both internally and externally.

This Code of Conduct (hereinafter also referred to as the CoC) has been drawn up for this purpose, and its observance by AUTEFA Solutions' employees is of fundamental importance to the company's smooth operation, reliability, and reputation.

The Code of Conduct is designed to ensure that AUTEFA Solutions' conduct and working methods are based on fairness, equity, integrity, loyalty, and professional rigor, both in its internal dealings and in its dealings with external parties, and that the focus is on compliance with the laws and regulations of the countries in which AUTEFA Solutions operates, as well as on compliance with the company's procedures.

AUTEFA Solutions' board of directors has adopted this Code of Conduct in order to establish the above-mentioned principles of ethics and transparency and to reconcile the quest for competitiveness with the requirements of fair competition.

2. General principles

2.1. Recipients

The subjects to whom the rules of this Code of Conduct apply are hereinafter referred to as " recipients ", identified as follows:

  • AUTEFA Solutions' directors and members of its corporate boards, as well as any person in a senior position with representative, administrative or managerial functions (the "company representatives")
  • all AUTEFA Solutions' employees, including temporary, part-time, and similar workers (the "employees")
  • all those who, directly or indirectly, permanently, or temporarily, establish relations with AUTEFA Solutions, or in any case work to pursue its objectives, in all the countries in which AUTEFA Solutions operates (the “collaborators")

2.2. Scope of application

It is primarily the responsibility of the Company's management to give concrete expression to the values contained in the Code of Conduct, by assuming responsibility both internally and externally and by strengthening AUTEFA Solutions' trust, cohesion, and spirit.

In setting business objectives, the members of the board of directors are guided by the principles contained in the Code of Conduct.

AUTEFA Solutions’ employees, in addition to the already due compliance with the law and regulations in force, will adapt their actions and conduct to the principles, objectives and commitments set out in the Code of Conduct.

All actions, operations and negotiations carried out and, in general, the conduct of recipients in the performance of their work and/or services rendered are inspired by the utmost fairness in terms of management, completeness and transparency of information, legitimacy in form and substance and clarity and truthfulness in accounting records in accordance with current regulations and internal procedures, in compliance with the confidentiality required by the relevant regulations and contractual commitments.

Each recipient is required to be familiar with the Code of Conduct and to actively contribute to its implementation.

For the full observance of the Code of Conduct, each employee, if he/she becomes aware of situations that, actually or potentially, may represent a relevant violation of the Code of Conduct, shall promptly report it to his/her direct superior and to the supervisor of the Code of Conduct, as identified in paragraph 2.7 below.

2.3. AUTEFA Solutions commitments

AUTEFA Solutions ensures, also through the designation of specific functions ("reference boards):

  1. the diffusion of the CoC among the recipients
  2. the updating of the CoC in order to adapt it to the evolution of civil awareness, of the corporate context and of the regulations of relevance to the CoC itself
  3. carrying out checks on any violations reports of the CoC
  4. the evaluation of the facts and the consequent implementation, in case of proven violation, of appropriate penalty measures
  5. that no one may be subjected to reprisals of any kind for having provided information on possible violations of the CoC or of the regulations of reference

2.4. Obligation for all employees

Each employee is required to be familiar with the rules contained in the CoC and the reference standards governing the activities carried out in the context of his or her function.

AUTEFA Solutions employees are obliged to:

  1. avoid conduct contrary to these rules
  2. consult their managers or the supervisor of the CoC if they need clarification on how the CoC is applied
  3. promptly report to his or her superior or to one of the reference organizations any information acquired directly or from others concerning possible violations, as well as any request made violate them

2.5. Additional obligations for the heads of business unit and functions

Each “Head of Business Unit/Function”, i.e. any person who exercises management and/or control of a business unit or division, is obliged to:

  1. conform their conduct to the principles laid down in this CoC and require compliance with them by employees and collaborators, supervising their work and taking the necessary measures to prevent violations of the CoC
  2. ensure that employees and collaborators understand that compliance with the rules of the CoC, as well as with safety procedures and rules, is an essential part of the quality of work performance
  3. carefully select, to the extent of their competence, internal and external collaborators in order to prevent the appointment of persons who do not provide full confidence in their commitment to comply with the rules of the CoC and the procedures

2.6. Validity of the code in relation with third parties

All recipients, by reason of their competencies, in their relations with external parties, must:

  1. adequately inform them of the commitments and obligations imposed by the CoC
  2. require compliance with obligations that directly affect their activity
  3. take appropriate internal and, if within its competence, external action in the event of non-compliance by third parties with their obligation to comply with the rules of the CoC

2.7. Relevant authorities

The reference authority for the application of the CoC is:

  • the supervisor of the CoC, currently identified in the Chief Executive Officer until the supervisory board is appointed, with the task of examining reports of possible violations, promoting the most appropriate investigations and checks using AUTEFA Solutions' structures and then assessing and communicating to another corporate organ, competent for the nature and seriousness of the violation, the results of the checks for the corrective measures to be taken; the supervisor is the point of reference for interpretations of relevant aspects of the CoC
  • the code supervisor also has the task of:
  1. to promote knowledge of the CoC within AUTEFA Solutions through the following channels:
    I. hard copy transmission by delivery of a copy of the CoC to all “Head of BU/Department”
    II. display of the CoC on the process landscape
    III. display of the CoC on the internet visible for every stakeholder
  2. take appropriate disciplinary measures in case of violations of the CoC

2.8. Contractual value of the Code of Conduct

The CoC is an integral part of the employment contract.

Compliance with the provisions of the CoC must be considered an essential part of the obligations of AUTEFA Solutions' employees.

The employee must also comply with the instructions for the performance and discipline of work given by the employer and the employer's staff on whom he is subordinate.

Violation of the rules of the CoC may represent a violation of the primary obligations of the employment relationship or a disciplinary offence, with all the legal consequences, including with regard to the preservation of the employment relationship, and may lead to actions for compensation for damages caused by the violation.

For recipients who are not employees, compliance with the CoC is a prerequisite for the continuation of their professional/collaborative relationship with AUTEFA Solutions.

2.9. Whistleblowing: reporting of illegal conduct

AUTEFA Solutions has set up a system for reporting violations of the organization, management and control model, including the code of ethics adopted by the company (whistleblowing), in the knowledge that fraudulent conduct damages the tangible and intangible assets of AUTEFA Solutions and that, in order to prevent it, everyone must cooperate.

To this purpose, the "addressees" referred to in paragraph 2.1 above, who become aware of violations of the organizational, management and control model pursuant to, including the code of ethics, are required to promptly inform the whistleblowing contact person, by traditional mail or at the following e-mail address: Christian.Ott(at)autefa.com.

Reports shall be sufficiently precise and circumstantial to make the conduct reported known.

Any report not based on precise and consistent facts shall be ignored and destroyed unless sufficiently substantiated circumstances are represented to make it clear that AUTEFA Solutions is exposed to concrete risks.

The identity of the whistleblower is kept confidential.

Any form of retaliation, discrimination, or penalization against those who make reports in good faith is prohibited.

AUTEFA Solutions reserves the right to take any action against anyone who knowingly makes untrue reports.

3. Business conduct

3.1. General business management

AUTEFA Solutions' business relations are based on the principles of loyalty, fairness, transparency, efficiency, and openness to the market.

Recipients acting in AUTEFA Solutions' name or on AUTEFA Solutions' behalf are required, in AUTEFA Solutions' business dealings and in relations with the public administration, to behave ethically, in compliance with the law and with the utmost transparency, clarity, fairness and efficiency.

Corrupt practices, illegitimate favors, collusive behavior, and the solicitation, directly and/or through third parties of personal and career advantages for oneself or others are prohibited.

In commercial or promotional relations and relationships, the recipients are also required to behave in line with AUTEFA Solutions' corporate policies, which, even if aimed at pursuing the corporate purpose, may never result in acts contrary to the law, the regulations in force or the corporate procedures adopted with reference to individual functions.

3.2. Conflict of interest

The recipients must avoid situations and/or activities that could lead to conflicts of interest with those of AUTEFA Solutions or that could interfere with their ability to make impartial decisions, in the safeguarding of AUTEFA Solutions’ best interests.

By way of mere simplification, this applies in relations with Suppliers, Customers and other third parties, as well as in the conduct of one's personal affairs, including transactions in financial instruments issued by the company.

It shall also be considered a conflict of interest to make available to third parties confidential information obtained in the performance of one's duties or to use it for one's own personal benefit.

Should a recipient be in a situation of conflict with AUTEFA Solutions’ interests, he or she must immediately inform his or her superior or one of the reference authorities and refrain from any activity connected with the situation giving rise to the conflict.

The recipient is required to promptly report to his or her superior and/or one of the reference authorities any information that may suggest or presage a situation of potential conflict at AUTEFA Solutions.

This is without prejudice to the rules governing conflicts of interest of members of company board pursuant to the law.

In this regard, each director is obliged to disclose to the other directors, as well as to the board of statutory auditors if appointed, any interest he or she may have on his or her own behalf or on behalf of third parties, in a certain transaction of the company on which he or she is called to decide.

Such disclosure shall be precise and punctual, i.e., it shall specify the nature, terms, origin and extent of the interest itself: it shall then be for the board of directors, after hearing the opinion of the board of statutory auditors if appointed, to assess its conflict with the interests of the company.

3.3. Gift, presents or other benefits

In relations with customers, suppliers and third parties in general, offers of money, gifts or benefits of any kind of a personal nature aimed at obtaining undue real or apparent advantages of any nature whatsoever (e.g. promises of economic advantages, favors, recommendations, promises of job offers, etc.) are not permitted.

In any event, acts of commercial courtesy are permitted within the framework and according to custom, and in any case of modest value, and such as not to compromise the integrity and reputation of AUTEFA Solutions.

Any recipients who receive gifts beyond the limits of normal courteous relations and not of modest value shall immediately inform his/her superior or the supervisor of the CoC and shall donate such gifts and/or benefits to charity or social benefit.

3.4. Relations with customer

AUTEFA Solutions achieves its success in world markets by offering high quality products and services on competitive terms and in compliance with competition rules.

In their dealings with customers, and in compliance with internal procedures, all persons concerned must promote maximum customer satisfaction by providing, among other things, full and accurate information on the products and services supplied to them, so as to encourage informed choices.

3.5. Relations with suppliers and external collaborators

The selection of suppliers and the formulation of conditions for the purchase of goods and services for AUTEFA Solutions is dictated by the values and parameters of competition, objectivity, fairness, impartiality, price equity, quality of the goods and/or services, with careful evaluation of the service guarantees and the range of offers in general.

Purchasing processes must be based on the pursuit of the greatest competitive advantage for AUTEFA Solutions, and on fairness and impartiality towards any supplier meeting the necessary requirements.

Suppliers must also cooperate with AUTEFA Solutions’ customers to ensure that their needs are met in terms of quality and delivery times.

The conclusion of a contract with a supplier must always be based on a relationship of extreme clarity, avoiding, where possible, the assumption of contractual obligations that entail forms of dependence on the contracting supplier.

In order to ensure respect for the individual, when selecting suppliers AUTEFA Solutions applies criteria that guarantee workers respect for their fundamental rights, the principles of equal treatment and non-discrimination, and the protection of child labor.

3.6. Prevention of money laundering

The company and its employees must never carry out or be involved in activities that involve money laundering, i.e., the acceptance or processing of proceeds from criminal activities in any form or manner.

The company and its employees must check available information, including financial information, on business counterparties and suppliers in advance, in order to ascertain their respectability and the legitimacy of their activities before establishing business with these relationships.

The company is committed to complying at all times with the application of anti-money laundering laws in any competent jurisdiction.

4. Transparency on accounting and internal controls

4.1. Accounting records

Accounting transparency is based on the truthfulness, accuracy, and completeness of the basic information for the relevant accounting records.

Each employee is required to cooperate in order to ensure that management events are correctly and promptly represented in the accounts.

It is forbidden to behave in such a way as to jeopardize the transparency and traceability of financial statement information.

Adequate supporting documentation of the activity carried out shall be kept on file for each operation, so as to allow easy recording in the accounts, the identification of the different levels of responsibility, as well as the accurate reconstruction of the operation.

Each record must reflect exactly what is shown in the supporting documentation.

Recipients who become aware of omissions, falsifications, alterations, or deficiencies in the information and supporting documentation shall report the facts to their superior or to one of the reference organisms.

4.2. Internal controls

It is AUTEFA Solutions’ policy to spread a culture of awareness of the importance of an adequate internal control system throughout the organization.

The attitude towards controls must be positive because of the contribution they make to improving the efficiency of production and management processes.

By internal controls we mean all the tools necessary or useful to direct, manage and verify the company's activities with the aim of ensuring compliance with laws and company procedures, protecting company assets, efficiently managing activities, and providing accurate and complete accounting and financial data.

All addressees, within the scope of their functions, are responsible for the proper functioning of the control system.

Within the scope of their responsibilities, Managers are required to be involved in the company's control system and to involve their employees in it.

5. Human resources policy

5.1. Human resources

Human resources are an essential element for the life of the company.

The dedication and professionalism of our employees are both values and conditions for the achievement of the company's objectives.

AUTEFA Solutions is committed to developing each employee's skills and expertise so that the energy and creativity of each individual can be fully expressed, and their potential realized.

AUTEFA Solutions offers all employees the same employment opportunities, ensuring that everyone is treated fairly on the basis of merit, without discrimination.

Personnel to be recruited are assessed on the basis of whether the candidates' profiles match the company's expectations and needs, while respecting equal opportunities for all concerned.

The information requested is strictly related to the verification of the aspects foreseen by the professional and psycho-aptitude profile, respecting the privacy and opinions of the candidate.

Staff are hired under regular employment contracts; some forms of irregular employment are not tolerated.

As in the case of personnel management and development processes, as well as in the selection phase, the decisions taken are based on the correspondence between the expected profiles and the profiles possessed by the employees and/or on considerations of merit.

Access to roles and positions is also determined in consideration of skills and abilities.

AUTEFA Solutions expects its employees, at all levels, to cooperate in maintaining a climate of mutual respect for the dignity, honor, and reputation of everyone, taking action to prevent insulting or defamatory interpersonal attitudes.

5.2. Social responsibility

AUTEFA Solutions is committed to incorporating issues with social and environmental implications into its decision-making and management system, and to reducing its impact on the environment and the local context, in a responsible and transparent manner, in accordance with national and international legislation.

Based on the above, AUTEFA Solutions:

  1. agrees to support and respect the protection of human rights
  2. it abstains from using or supporting child or forced labor, which on the contrary will be reported to the competent authorities
  3. promotes the employment of physically and socially disadvantaged individuals, favoring processes of inclusion also towards people with disabilities
  4. promotes equal treatment opportunities for male and female employees, encouraging the development of a safe and caring working environment, ensuring that employees are regularly confronted, listened to and actively involved in order to promote wellness in the company
  5. supports the freedom of association of its employees and of all its collaborators, as well as the right to collective contracts
  6. it promotes ecology and respect for the environment, pursuing the objective of sustainable economic development, using the resources at its disposal, and avoiding waste

5.3. Harassment in the workplace

AUTEFA Solutions requires that no harassment takes place in internal or external working relationships, meaning:

  1. the creation of an intimidating, hostile or isolating working environment towards individuals or groups of workers
  2. unjustified interference with the performance of the services of others
  3. the hindering of individual job prospects of others for mere reasons of personal competitiveness

AUTEFA Solutions does not accept sexual harassment, as such:

  1. the subordination of decisions of relevance to the working life of the addressee to the acceptance of sexual favors
  2. proposals of private interpersonal relations, conducted despite an expressed or reasonable disagreement, which have the capacity in relation to the specificity of the situation, to disturb the serenity of the recipient with objective implications on his or her work expression

AUTEFA Solutions also regards as totally unacceptable any harassment or undesirable behavior such as that related to race or other personal characteristics, which has the purpose and effect of violating the dignity of the person to whom the harassment or behavior is directed both inside and outside the workplace.

5.4. Use of alcohol and drugs

AUTEFA Solutions requires each employee to personally contribute to maintaining a working environment that respects the sensitivities of others.

Disciplinary action will therefore be taken in accordance with the scope of contractual law.:

  1. working under the influence of alcohol, drugs, or substances with similar effects
  2. to consume or dispose of drugs for any reason during work performance

5.5. Cigarette smoking

Smoking is forbidden in all workplaces in order to avoid dangers to persons, plants, and materials, except in rooms and/or environments specifically designated for this purpose by the employer.

Failure to comply with this prohibition is sanctioned with disciplinary measures in accordance with the law and contractual provisions.

6. Health, safety and environment

AUTEFA Solutions is committed to spreading and consolidating a culture of safety, developing risk awareness, promoting responsible behavior on the part of all its employees and working to preserve the health and safety of its workers, especially through preventive measures.

AUTEFA Solutions' activities must be carried out in full compliance with current legislation on prevention and protection.

AUTEFA Solutions' operations must be carried out in full compliance with current legislation on prevention and protection, and its operational management must be based on advanced criteria for environmental protection and energy efficiency, with a view to improving health and safety at work.

AUTEFA Solutions places the utmost importance on respecting the interests of the community and considers the environment and nature to be constitutionally guaranteed values and the heritage of all.

AUTEFA Solutions undertakes to adopt a responsible attitude towards environmental protection, acting in scrupulous compliance with the applicable environmental protection regulations, as well as with the limits set by any authorizations and prescriptions received from the competent authorities, and avoiding behavior that is harmful to the environment.

7. Confidentialities

7.1. Confidentiality of data and information

AUTEFA Solutions guarantees the confidentiality of the information in its possession, compliance with current legislation on the management of personal data and does not seek confidential data through illegal means.

7.2. Privacy protection

All information available to AUTEFA Solutions is treated with respect for the confidentiality and privacy of the persons concerned.

Employees in possession of information of interest to the company, or relating to any stakeholder, are in no way authorized to disseminate such information beyond the operational purposes for which they have been authorized by the management.

8. External relations

8.1. Relations with public authorities

This CoC defines public authorities as: agencies, representatives, members, employees, consultants, persons in charge of public functions or services, of public institutions, public administrations, public authorities at international, national, and local level.

The management of negotiations, the assumption of commitments and the execution of relations, of any kind, with public functionaries are reserved exclusively to the corporate functions appointed and/or authorized for this purpose, in compliance with the following conducts:

  1. Gifts and acts of courtesy and hospitality towards government representatives, public officials and public employees are allowed when they are of modest value and in any case such as not to compromise the integrity and reputation of one of the parties and not to be interpreted, by an impartial observer, as aimed at acquiring improper advantages. In any case, this type of expenditure must be authorized by the persons indicated in the procedure and adequately documented.
  2. No AUTEFA Solutions employee/collaborator must promise or pay sums of money, material goods, benefits of any kind to public officials on a personal basis with the aim of promoting or favoring the interests of the Company, including as a result of unlawful pressure.
  3. No AUTEFA Solutions employee/collaborator may avoid the aforementioned requirements by resorting to other forms of aid or contributions which, disguised as sponsorships, assignments, consultancy, advertising, etc., have the above-mentioned prohibited purposes.
  4. Any employee/collaborator who is instructed to do so must immediately inform the supervisor or an AUTEFA Solutions manager.

8.2. Relations with control authorities

AUTEFA Solutions undertakes to base its relations with the supervisory authorities (board of statutory auditors, auditors) on the utmost cooperation, in full respect of their institutional role, and to implement their instructions promptly.

All AUTEFA Solutions employees, in relation to their duties, must:

  1. operate consistently with the required laws and regulations
  2. observe internal procedures for managing relations with control authorities
  3. provide accurate, complete, and truthful information to enable an informed decision to be made
  4. report to their superiors or to the supervisor any behavior that appears to be contrary to this CoC

8.3. Relations with political parties, unions, and associations

AUTEFA Solutions does not make direct or indirect contributions to political parties in any country, nor to their representatives or candidates.

All employees must recognize that any involvement in political activities takes place on a personal basis, in their own time, at their own expense and in accordance with the laws in force.

Moreover, AUTEFA Solutions does not make contributions to organizations with which there may be a conflict of interest (such as trade unions, consumer, or environmental protection associations).

8.4. Relations with the media

AUTEFA Solutions' relations with the media are managed by the designated corporate functions and must be carried out in accordance with the defined communication policy and tools.

9. Use of it and telematics tools – protection of company assets

The addressees of this CoC are required to use the computer and telematic tools made available to them exclusively for company purposes during daily working time and in compliance with the security measures and procedures established to protect the computer system and the information assets of the company and third parties (public administration; customers; suppliers; competitors).

9.1. Company IT systems

All IT equipment, as well as personal computers, whether fixed or portable, their software and applications, entrusted to company users are working tools and therefore:

  1. must be stored properly
  2. may only be used for professional purposes and not for personal purposes during daily work time
  3. may not be used for unlawful purposes as well

9.3. Use of IT equipment

Acts or behavior with the above indications should be avoided:

  1. The use of software not authorized by AUTEFA Solutions in accordance with copyright law is not permitted.
  2. It is not permitted to change the configurations set on the computer equipment unless expressly authorized by AUTEFA Solutions.
  3. It is not permitted to install and/or connect additional peripheral equipment to the computer equipment that has not been authorized by AUTEFA Solutions.
  4. Listening to audio or music files is not permitted; nor is the viewing of videos and films, except for strictly business purposes.
  5. It is not permitted to leave unattended and/or accessible to others any mobile computer equipment (portable personal computers, video projectors, etc. ...).

9.3. Use of internet web

  1. Browsing websites not related to the performance of duties is not allowed.
  2. Downloading, storing, and sending documents of an insulting and/or discriminatory nature on grounds of sex, language, religion, race, ethnic origin, opinion, and trade union and/or political affiliation is not permitted.
  3. It is forbidden to download any type of software, except with the express authorization of the company's top management.
  4. Any form of registration on sites whose content is not related to work is prohibited.
  5. The use and consultation, for non-professional reasons, of services such as forums, chat lines, newsgroups, electronic noticeboards, or similar and guest registrations is not permitted.

10. Adoption, effectiveness, and amendments of the code of conduct

This Code of Conduct was adopted by resolution of the board of directors of AUTEFA Solutions, with immediate effect from that date.

Any update, amendment or revision of this Code of Conduct must be approved by the board of directors of AUTEFA Solutions.

 

The Board of Directors

AUTEFA SOLUTIONS GERMANY GMBH – Download as PDF

1. Scope, conflicting Supplier terms and conditions, overriding agreements

1.1 The legal relations between AUTEFA Solutions Germany GmbH (“Buyer”) and its suppliers or contractors (each a “Supplier”) shall be governed by these General Purchase Terms (“General Purchase Terms”). Supplier terms conflicting with or deviating from these General Purchase Terms will not be accepted, unless they have been specifically approved in writing by Buyer. These General Purchase Terms also apply to all future contracts between Supplier and Buyer in ongoing business relationships.

1.2 Any individual agreements with Supplier shall take precedence over these General Purchase Terms, as shall any Buyer specifications set out in Buyer’s orders that deviate from these General Purchase Terms.

2. Written form, conclusion of contract

2.1 All orders and acceptance confirmations, side agreements and other arrangements made prior to or at conclusion of the contract must be set forth in written or text form (letter, fax, e-mail, together “written form” or “in writing”) to become legally effective.

2.2 Supplier must confirm all orders in writing without delay, stating the order number. Buyer remains bound by its orders for five days after their receipt by Supplier, unless an order confirmation within a shorter time is requested in the order.

2.3 Supplier shall inspect the order without delay for obvious mistakes, unclear points and incomplete information and shall advise Buyer without delay of any necessary amendment or further clarification of the order.

3. Delivery dates and deadlines, pre-schedule deliveries and delivery by instalments, goods acceptance times, forwarding insurance, late delivery

3.1 All agreed dates and times for deliveries and services are binding. Supplier shall advise Buyer in writing without delay of any foreseeable delay in delivery, indicating the reasons and the anticipated duration of the delay.

3.2 Pre-schedule deliveries and deliveries by instalments are permitted only with Buyer’s consent. If the place of fulfilment is at Buyer’s registered office, compliance with a delivery date or deadline depends on the arrival of the goods including the required shipping papers at Buyer’s premises within Buyer’s goods acceptance times, which are: Monday to Thursday from 7 to 12h and from 12:30 to 15:30h, and Fridays from 7 to 11:30h, except public holidays at Buyer’s registered office.

3.3 Buyer is a customer exempted from SLVS coverage. Where it has been agreed that Supplier engages the forwarder for Buyer’s account, no forwarding insurance will be effected.

3.4 If Supplier is late with any delivery or service, Buyer will have the right to charge damages at a fixed rate of 1% of the value of the goods or services with which Supplier is late but no more than 5% of the value of such goods or services, for each full week of delay. Supplier may show that a lower damage and Buyer may show that a higher damage has occurred and, provided the legal requirements are met, may enforce further rights, especially claim damages instead of performance or reimbursement of expenditures, and withdraw from the contract.

4. Supplier’s rights of retention / setoff

4.1 Supplier has a right of retention against claims of Buyer only on the basis of claims from the same contractual relationship that are undisputed, ripe for adjudication, or have been established by final enforceable judgment.

4.2 Any set-off by Supplier shall only be permitted on the basis of Supplier counterclaims that are undisputed, ripe for adjudication, or have been established by final enforceable judgment.

5. Shipping papers, packaging/labelling, delivery clauses, Supplier declaration, export restrictions

5.1 All goods must be duly and properly packaged and labelled in accordance with Buyer’s instructions and as set out in the terms of this section 5 below. Supplier will be liable for any loss sustained by Buyer as a result of Supplier breaching this duty.

5.2 Every shipment of goods must include the shipping papers, in particular but not limited to the packing slip and shipping notes, as well as any further documents as may be contractually required (for example, test certificates in accordance with the agreed specifications and contractually agreed certifications). The papers must be fixed to the outside of the shipment, in a clearly visible manner and protected against loss in a transparent sheet protector. If the shipment consists of several packages, the package including the shipping note must be labelled “LS-hier” in a clearly visible manner. All orders for collection, shipping and freight papers must show at least the following information:

  • the sender,
  • Buyer’s order number,
  • the order item, and
  • the material or drawing number.

Supplier further shall comply with the following obligations:

  • All goods shall be packaged so as to prevent damage to the goods during normal shipping and storage handling.
  • Every package must include a detailed packing list.
  • Every packing unit may include no more than one order item.
  • Every packing unit must be labelled with the order item, the name and the quantity included in it.
  • Component groups (sets) that are delivered as unassembled parts shall be packed by sets, that is to say the parts of the same component group shall be combined in one packing unit.
  • In shipments of small parts the goods and the filler material must be clearly distinguishable from one another.
  • Hazardous products must be packed and labelled in accordance with the applicable national and international regulations.

5.3 Unless a place of fulfilment outside of Germany has been agreed, Supplier shall retrieve its transport packaging from the place of fulfilment at Supplier’s expense, in compliance with the German Packaging Ordinance (Verpackungsverordnung).

5.4 All delivery clauses shall be construed in accordance with Incoterms 2010.

5.5 Supplier shall forward the required declarations certifying the origin of the goods for customs purposes under the Regulation (EC) 1207/2001 to Buyer without delay and in a timely manner, at the latest at delivery. Supplier will be liable for any and all disadvantages sustained by Buyer as a result of a Supplier declaration being submitted not in proper form or late. If necessary Supplier will prove the information about the origin of the goods by way of an information certificate issued by Supplier’s customs office. Supplier shall advise Buyer without delay whether the goods or services are subject to any export restrictions in Germany (for example under the Foreign Trade Act - Außenwirtschaftsgesetz [AWG] or the War Weapons Control Act - Kriegswaffenkontrollgesetz [KrWaffKontrG]).

6. Invoices, pricing, shipping and packaging costs

6.1 Invoices shall be submitted in verifiable form and for this purpose indicate at least the order number, the full order reference and Buyer’s order date, as well as the shipping note number and the delivery date. Invoices must be itemised in conformance with the order and indicate the customs tariff number and country of origin for each item. Invoices shall be transmitted separately from the shipment.

6.2 Unless agreed otherwise, the prices are fixed prices DDP Buyer’s registered office (Incoterms 2010), inclusive of shipping and packaging. Where DDP Buyer’s registered office has not been agreed and Supplier is obliged to dispatch the goods, Supplier shall choose the most economic shipping method. Where, notwithstanding the 1st sentence of this clause, the agreed price is not inclusive of packaging the packaging shall be billed at cost.

7. Payment terms, no assignment, passage of title, processing of goods in Buyer’s business

7.1 Payment shall be made within ten days after the delivery or service and receipt of a due and proper, verifiable invoice (see section 6.1) with a 2% discount, and within thirty days net, however, not before the acceptance under section 8.3 2nd sentence of any work results and other services for which acceptance has been agreed. Any invoice failing to meet the criteria of section 6.1 above may be rejected by Buyer, in which case the beginning of the period for payment shall be the date of receipt of the new, duly prepared invoice. In the event of early delivery or services the agreed date of delivery or service shall take the place of delivery or service for the calculation.

7.2 Supplier shall have no right to assign its claims against Buyer or have them collected by a third party without Buyer’s written consent, unless Supplier has granted its supplier an extended reservation of title in the ordinary course of business. Nothing in this shall prejudice Sec. 354a HGB (German Commercial Code).

7.3 Where a reservation of title has been agreed the title to delivered goods shall pass to Buyer upon payment. Buyer accepts no increased or extended reservation of title.

7.4 Buyer has the right to process, sell or otherwise dispose of delivered goods in the ordinary course of business, including before the passing of the title.

8. Supplier responsibility for deliverables/work results, defects, acceptance, warranty, statute of limitation for warranty claims

8.1 Buyer’s warranty rights are governed by the applicable laws, as amended by the terms of section 8 and 9 below.

8.2 Supplier has sole responsibility for the deliverables and work results, whether or not Buyer has approved any drawings, calculations and other documents or attended technical or official inspections, tests and acceptance tests. This also includes proposals, recommendations and other contributions by Buyer.

8.3 For deliveries of goods (including manufacture, if applicable) Buyer must report any obvious defects to Supplier within fourteen days after delivery and any hidden defects within seven days after their discovery. For work results and other services for which acceptance has been agreed, Buyer must accept any results that are ready for acceptance within fifteen days after completion and notification that the results are ready for acceptance. Where Buyer inspects the goods prior to delivery at Supplier’s premises in agreement with Supplier or where the parties have agreed acceptance for services that are not work results, the inspection at Supplier’s premises or the acceptance shall take the place of any inspection on delivery according to Sec. 377(1) HGB; Buyer is obliged to further inspect such goods only for obvious defects that were not yet in evidence at the inspection at Supplier’s premises or the acceptance (for example, obvious damage in transit).

8.4 Supplier will bear all expenditures incurred in connection with determining and removing defects, including disassembly and assembly costs, and including expenditures incurred by Buyer.

8.5 Any payments towards the purchase price prior to the determination of a defect or acceptance of the goods by an agent of Buyer from Supplier shall not constitute an acknowledgment that the goods are free of defects or release Supplier of its liability for defects.

8.6 Buyer may in its discretion choose between the removal of a defect or delivery of a replacement or, where work results are concerned, the completion of a new work result.

8.7 Where, due to particular urgency of the matter, it is not appropriate to set a deadline for Supplier to take remedial action Buyer, without prejudice to its legal remedies, has the right to undertake or arrange for substitute performance at Supplier’s expense. Buyer will give Supplier advance notice of any such substitute performance, where possible.

8.8 Buyer’s warranty claims for deliveries and services rendered by Supplier shall become time-barred 36 months after the beginning of the statutory limitation. Warranty claims for structures, for goods that were used for a structure in accordance with their ordinary usage and caused the structure to become defective, and for the event that Supplier fraudulently concealed the defect shall become time-barred within the statutory limitation periods. Without prejudice to any other or further reasons for suspension or interruption of the limitation period, the limitation period will be suspended for deliveries and services that cannot be used as agreed by contract for reason of remedial action, for the duration of such remedial work.

9. IP rights, Supplier deliveries to third parties

9.1 Supplier shall indemnify Buyer against any and all claims of third parties resulting from any infringement of patents, copyrights, design rights, trademark rights, name rights and other intellectual property rights and applications for intellectual property rights (“IP Rights”) through the contractually agreed use of the deliverables, unless Supplier is not responsible for the infringement of rights. This applies equally to all necessary expenditures incurred by Buyer in connection with any such third party claims, in particular the costs of legal defence. Supplier further is liable for all consequential losses incurred by Buyer, particularly as a result of shortage of supplies and disruptions of production.

9.2 IP Rights that arise from developments based on special orders by Buyer or joint developments with Supplier are vested solely in Buyer if they are based exclusively on proprietary Buyer knowhow and/or if Buyer bears the development costs. For this purpose, Supplier herewith assigns to Buyer any and all IP Rights in such developments at the latest at the moment of their creation. If it is impossible to assign the resultant IP Rights to Buyer, Supplier will grant Buyer at the latest at the moment of their creation exclusive rights of use at no charge, for full exploitation, in particular with no limit as to time, territory and subject matter.

9.3 Supplier may use any goods made with designs, drawings and specifications of Buyer, which include IP Rights or secret knowhow of Buyer, only to fulfil the contract with Buyer. This includes goods including no IP Rights or secret knowhow of Buyer but for the manufacture of which Supplier requires drafts, plans or other documents prepared by Buyer or for Buyer’s account, or stencils, moulds, tools or related accessories owned by Buyer, if the goods manufactured by Supplier differ significantly in form, function or composition from other products made by Supplier or available in the market.

10. Liability, limitation of claims

Unless set forth otherwise in these General Purchase Terms the liability and the limitation of claims shall be governed by the applicable laws. Any limitations and exclusions of liability of Supplier will not be accepted.

11. Tools, drawings, provision of materials, manufacturing means, insurance, sub-suppliers

11.1 If, at Buyer’s expense, Supplier makes any tools for purposes of fulfilling the contract (whether such tools are indicated separately or included in the total price), the parties agree that such tools shall be Buyer’s property. In lieu of their actual handover, Supplier has the right to keep the tools on loan until the contract has been completed. Supplier may not use the tools for fulfilling other orders from third party buyers. Upon fulfilment of the contract and on Buyer’s request Supplier must release the tools to Buyer.

11.2 All items, models, documents, drawings, samples and tools made available to Supplier by Buyer are the property of Buyer. This includes items acquired by Supplier at Buyer’s expense for fulfilling the contract, and material provided by Buyer. The items and documents made available to Supplier may only be used and – as permitted by copyright legislation and only as strictly necessary to fulfil the contract – copied for fulfilling the contract with Buyer. After fulfilment of the contract and at Buyer’s request, they must be returned to Buyer without delay, including all duplicates made thereof.

11.3 Supplier bears the risk of loss of and damage to Buyer property, however, not for normal wear and tear. Supplier will store Buyer’s property separate from other property of Supplier, with the diligence of a prudent businessman, handle it with care, maintain it in good condition and, as reasonably feasible, mark it as Buyer property. Buyer’s property may not be removed from Supplier's business premises and/or the agreed location, sold, used as collateral, pledged, etc. without Buyer’s prior written approval.

11.4 Buyer’s property may not be joined, mixed or processed with Supplier's or a third party's property unless this is necessary for fulfilling the contract with Buyer. In the event of processing or transformation, Buyer shall be considered the producer. If Buyer’s property is joined or inseparably mixed with other items, Buyer shall be considered co-owner at the proportion of the value (purchase value plus value-added tax) that the items had at the time of joining or mixing. If such joining or mixing is such that Supplier's property may be considered the main component, it shall be agreed that Supplier transfers proportionate co-ownership to Buyer. Supplier shall store the sole or joint property for Buyer.

11.5 Supplier shall insure Buyer’s property at Supplier’s expense. Supplier hereby assigns to Buyer, who accepts the assignment of, any payment claims against Supplier’s insurance.

11.6 Any sub-suppliers must be subjected to obligations equivalent to those laid down in this section.

12. Spare parts

Supplier shall supply spare parts at reasonable conditions for the duration of the ordinary technical service life of the deliverables but at least for twelve years after the last delivery. If Supplier discontinues the delivery of spare parts upon expiration of the term set out in the 1st sentence of this clause or discontinues delivery of the deliverables prior to the expiration of such term, Supplier must allow Buyer the opportunity of placing a final order.

13. Change of production, Buyer inspections, compliance

13.1 In an ongoing business relationship, Supplier shall advise Buyer without delay in writing of any intended change of materials or bought-in parts as well as any intended product modification, conversion or relocation of production, change of analysis methods and other alterations that may impact the quality and safety of the products purchased by Buyer. Any changes to the agreed specifications will not be permitted, except with Buyer’s prior written consent.

13.2 Buyer has the right to demand access to the manufacturing sites of Supplier and/or of Supplier’s sub-suppliers during normal operating hours in order to inspect the status of production, the use of suitable materials, the deployment of the required skilled personnel and professional workmanship as well as Buyer’s property (see section 11). Where required, and requested by Supplier, to protect any trade or business secrets of Supplier these inspections shall be carried out by a third party sworn to secrecy, who must not forward any information about trade and business secrets to Buyer. Any such inspections will remain without legal effect on the formal acceptance of the deliveries and services.

13.3 Supplier shall comply with all laws applicable to the deliveries and services, in particular but not limited to environmental protection, health and occupational safety, including any minimum wage, product safety, anticorruption, and data protection legislation.

14. Confidentiality, advertising

14.1 The contracting parties shall treat as a business secret and keep confidential any and all commercial and technical information that is not publicly known and which is disclosed to them in connection with the business relationship. This confidentiality undertaking shall survive and remain in effect after the termination of the contract. The confidentiality undertaking does not extend to information which (i) is or becomes publicly known other than by a breach of rights, (ii) is known to the other party at conclusion of the contract, or (iii) is disclosed to the other party by a third party without breaching any nondisclosure obligation.

14.2 The contracting parties may not advertise their business relationship or use it for reference purposes, except with prior written consent.

15. Place of fulfilment, governing law, forum

15.1 The place of fulfilment shall be at Buyer’s registered office, unless stated or agreed otherwise.

15.2 The legal relations between the parties shall be governed exclusively by the substantive laws of Germany to the exclusion of the UN Sales Convention (CISG).

15.3 The exclusive place of jurisdiction shall be the courts having jurisdiction at the registered office of Buyer, if Supplier is a trader or if Supplier has no general place of jurisdiction in Germany at the time the lawsuit is filed. Buyer has the right, however, to appeal to any court having legal jurisdiction.

 

Last amended: Tuesday, 1 March 2016

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Matthias Berchtenbreiter
Head of Purchasing AUTEFA Solutions Group

T:  +49 821 2608127
matthias.berchtenbreiter(at)autefa.com

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