Suppliers at AUTEFA Solutions

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

Business Partner Information for AUTEFA Solutions Germany GmbH – Download as PDF

Dear Ladies and Gentlemen,
media are full of reports about cyber crime and other attempts of fraud with electronical data traffic, especially with emails. In order to protect you and also ourselves from above, we decided to verify new partner information or relavant changes in existing one by another way than the electronical one, especially the new storage or change of banking information. This is why we kindly ask you to return attached form legally binding signed and stamped in Original NOT VIA E-MAIL but by normal mail or courier service to our Finance Department, if

• you need to inform us about changes in important company data (e.g. name, bank data, tax number) or
• you are one of our new partners

In both of these cases we will not issue payment to you until we have your confirmation available. We, on our side will act accordingly and will also not inform you about changes in any information we judge as a security risk by email but per normal mail or courier service in original, legally binding signed and stamped.

The General Terms and Conditions of Purchase for Supplies and Services of AUTEFA Solutions Austria GmbH (edition 05/2025) are available for download or can be viewed directly in your browser.

Document

Business Partner Information – AUTEFA Solutions Austria GmbH

Cybercrime and fraud attempts in electronic data communication – especially via email – are continuously increasing. To protect against such risks, AUTEFA Solutions Austria GmbH no longer accepts changes to sensitive company data via email, particularly changes to banking information.

The Business Partner Information form must be legally signed and stamped in original and sent by regular mail or courier service to the Finance Department – not by email – in the following cases:

• the business relationship is new, or

• there are changes to important company data, such as company name, bank account details, or tax number.

Payments will only be made after the completed and signed original form has been received. Likewise, AUTEFA will not communicate security-relevant changes via email, but only in original form, legally signed and stamped, sent by post or courier.

Cover Letter – Business Partner Information

Business Partner Information Form

AUTEFA Solutions Italy S.r.l. – Download as PDF 

1. General regulations

The Purchaser is AUTEFA SOLUTIONS ITALY S.r.l., with registered office in Biella, Strada Campagnè no. 16, tax code and VAT no. 01220220022.

The present general conditions of purchase regulate all orders and/or purchase contracts stipulated by the Purchaser or by companies directly or indirectly controlled by it. These general purchase conditions may be supplemented or modified by specific clauses of orders or contracts, it being understood that the effectiveness of the supplements or modifications is limited to the specific order or contract.

Any different condition of sale of the Seller shall be valid only if specifically approved in writing.

2. Orders

every order and contract as well as any amendments or additions thereto shall only be binding if approved in writing by the Buyer. Quotations are binding for the Seller only and shall not give rise to any right to compensation in his favor, unless otherwise agreed upon in writing between the parties.

3. Prices

If not otherwise agreed upon in writing between the parties, the agreed upon contract prices are fixed and not subject to change and refer to delivery at the agreed upon location and include normal commercial packaging. Any additional costs shall not be recognized by the Seller unless expressly approved in advance in writing by the Buyer.

4. Invoicing, conditions and terms of payment

Invoices must be provided in a verifiable form and must contain the Buyer's order number, complete order code and date of order.  Invoices must conform to the order and refer to the Buyer's item numbers and order lines. Invoices must also show the number of the delivery note and the date of delivery. Invoices without all required data will be rejected and not processed. Payment is subject to checking of the invoice and verification that it corresponds to the purchase order and the delivery note. Unless otherwise agreed in writing between the parties, the Buyer shall make payments at his discretion within 90 working days after delivery and upon presentation of the invoice.

5. Delivery

Deliveries and their schedules as set out in the contract or order are mandatory. Deliveries and supplies that differ from the specifications indicated in the Buyer's orders shall not be accepted unless expressly accepted in writing by the Buyer. In the event that the Seller delivers late with respect to the agreed terms and/or delivers the goods to places other than those indicated by the Purchaser, the Buyer may refuse the supply and may claim full compensation for damages from the Seller. Acceptance, with or without reservations, of a late delivery of goods does not constitute a renunciation on the part of the Buyer to compensation for damages resulting from the delay.

Notwithstanding the terms of the second paragraph of Article 1510 of the Italian Civil Code, unless otherwise expressly agreed in writing between the parties, transport is at the Seller's expense. The goods are shipped at the Seller's risk. Any damages, losses, shortages, defects or, in any case, shortages of material shall be borne entirely by the Seller.

The Seller shall immediately inform the Buyer if it becomes aware of any circumstances that prevent it from guaranteeing the punctual delivery of the goods and/or the quantity/quality of the goods requested; in any case, this does not exempt the Seller from the relative responsibilities resulting from the delay in the delivery of the goods or the lack of quantity and quality of the goods requested.

If the Seller is responsible for installation or commissioning, and unless otherwise agreed, the Seller shall bear all related indirect costs (including but not limited to travel and transportation costs, provision of equipment and reimbursement of expenses, etc.).

Unless otherwise agreed in writing between the parties, partial deliveries are not allowed. 

Each delivery shall be documented by a delivery note indicating the order number and item number, the specification (nature, quality and quantity) of the material and all other information or documents required by the contract. In the case of contracts providing for the production of certificates, this shall also include the certificate(s) requested by the Purchaser.

For the purposes of any claims, the quantities, weights and dimensions noted by the Buyer when accepting the goods shall be authoritative.

In any case, the Seller, at the same time as delivery of the goods, shall deliver to the Purchaser all the documentation necessary and suitable for their regular use (by way of example but not limited to, instruction and operation manuals, installation and assembly manuals, warranty certificates).

The delivery note and any other document must be affixed to the outside of the goods in a clearly identifiable manner and in a plastic envelope; if the delivery consists of several packages, each one must have its own delivery note.

The following principles must be observed when packing:

• the goods must always be packed in such a way as to exclude the possibility of damage due to normal transport and storage handling;
• each material (order item) must be packed in its own wrapping, i.e. different material numbers as well as order items must be clearly separated from each other;
• each cover must be labelled with the material number, description and quantity contained;
• insofar as assembly equipment is delivered as individual (unassembled) parts, it must be delivered as a kit, i.e. the parts must be contained in a single lid;
• where small parts are delivered, the delivery item and packaging material must be clearly identifiable as such.

Any additional costs and damages resulting from non-compliance with delivery times shall be born by the Seller.

Seller guarantees to respect and comply with the EU PESC and other laws, regulations, sanctions, restrictive measures.

Seller assumes all risks of loss or damage to the goods until they are received by Buyer at the agreed place of delivery.

6. Transfer

Any credit to the Buyer may only be transferred with the written consent of the Buyer.

7. Late delivery of goods

In the event that the Seller is late with a delivery or performance, the Buyer is entitled, at its sole discretion, to claim a delay penalty from the Seller in an amount which may vary from 0.5% to 10% of the contract price or order price, for each week of delay, without the obligation to prove actual damage.

Damages shall be due from the time they are claimed and may be deducted by the Buyer from any payment due under the contract.

Compensation for damages shall not release the Seller from the obligation to perform services or to supply goods or deliveries.

The right to compensation for damages shall not expire with the acceptance of the goods or services by the Buyer and no reservation is required.

8. Prohibition of subcontracting and sub-suppliers

Unless otherwise agreed in writing between the parties, the Seller is expressly prohibited from subcontracting the manufacture of the goods covered by the contract or order to third parties in whole or in part. In this case, the Seller shall be directly liable to the Buyer for all activities of the subcontractor as if they had been carried out by the Seller.

9. Property reservation and confidentiality

All drawings and sketches made available for the completion of an order and any other written materials or documents, models, samples and tools, including those produced for the Buyer according to his requirements, are and remain the property of the Buyer and must be returned free of charge upon request. The drawings and other materials referred to above and all drawings and materials or written documents produced by the Seller for the Purchaser and all knowledge and know-how made available to the Buyer must be used exclusively for the purpose of fulfilling the order. The Seller is obliged not to use them in any other way or for other purposes, not to copy and not to make available to third parties the knowledge and know-how acquired for the execution of the order or the contract. The Seller's undertaking to maintain the confidentiality of the technical and commercial information it receives from the Buyer for the purpose of executing the order or contract shall remain valid even after the order has been executed and the contract concluded.

The Seller shall be liable to the Buyer for all damages resulting from a breach of these regulations.

If the Buyer provides the Seller with materials and/or individual components for processing or further processing of the goods, the Buyer reserves the right of ownership. In the event of processing of several materials and/or components, the Buyer reserves the right of ownership of that part of the finished product in proportion to its value at the time of processing.

10. Industrial property rights of third parties

The Seller warrants that no third party's industrial property rights have been infringed in the manufacture, delivery and/or use of its goods. The Seller undertakes to indemnify and hold the Buyer harmless in all cases against claims by third parties arising from any infringement of industrial property rights.

11. Changes in goods or methods

Seller shall promptly notify the Buyer in writing of any intention to make changes in materials or production methods, relocation of production sites or methods of analysis used for and in relation to the purchased goods.

12. Inspection by the Purchaser

Buyer shall be entitled, after prior notice and at its own discretion, to require access to Seller's and/or its subcontractors' production facilities in order to inspect the production premises, the use of suitable materials, the employment of the necessary qualified personnel and the proper execution of the work. Any such inspection shall not have any legal effect on the formal acceptance of the goods or services.

13. Seller's liability

The approval of drawings, calculations and other materials by the Buyer, as well as participation in technical or official examinations, tests or acceptance procedures, shall not affect the Seller's exclusive liability for its goods and services. This shall also apply to suggestions, recommendations and other interventions by the Buyer.

The Seller shall be liable for all damages caused by the same and for the failure to comply with warranties in accordance with statutory regulations.

The Seller shall have all the authorisations and licences necessary to carry out its activities and shall comply with all legal regulations, in particular those concerning environmental protection, the treatment of employees, health and safety in the workplace and all legal obligations in the field of labour law, including those provided for by the CCNL and those concerning social security and welfare contributions, undertaking to compensate the Buyer for any damage caused to the Seller as a result of the breach of the above.

In the event that third parties make claims against the Purchaser in relation to the Seller's goods or services, the Seller is obliged to indemnify and hold the Purchaser harmless from such claims and to compensate the Purchaser for any damage caused to third parties, including costs and expenses incurred also for any legal action.

14. Delivery and execution

For orders relating to the delivery of machines and plants, the Seller shall deliver the goods complete and in working order and, in the case of a plant, the same shall conform to the qualities and contain all the parts necessary for proper operation even if the individual parts are not expressly indicated in the order. Elements and parts of the machine must be manufactured and arranged in such a way that they can be inspected, maintained and replaced economically. In connection with orders for assembly or commissioning, etc., The Seller shall perform a complete service ready for acceptance even if the individual services required are not described in detail in the order. The Seller shall be responsible in person and at his own expense for obtaining the necessary information in connection with the incorporation and intended purpose of his goods and services, the respective interface areas and the framework conditions for its execution, e.g. site conditions, available infrastructure and climatic and environmental conditions.

15. Work on site and in the workplace

The existence of a Buyer's assembly and/or commissioning supervisor on the construction site shall not exonerate the Seller from his responsibility for execution.

The Seller shall, however, have its own trained and experienced erection supervisor on site with the necessary authority. Any changes in relation to the assembly supervisor by the Seller shall be discussed in advance with and approved by the Buyer. Any agreements made by the Seller with the final Buyer or other third parties shall not be binding on the Buyer without his prior consent.

The Seller shall coordinate its services with the other participants.

A shared right of use in exchange for participation in the costs of scaffolding, equipment, etc. may be requested by other parties.

The Seller shall examine the construction site with regard to the nature of the ground, foundations and other preparatory work in connection with the requirements for installation; prior to any installation work, the Seller shall notify the Buyer immediately in writing of any difficulties and/or complaints.

The Seller's claims based on any hindrances or limitations shall be excluded insofar as the cause arises from non-compliance with the general obligation of coordination or insofar as such hindrance or limitation has not been immediately notified in writing.

16. Safety

The Seller shall inform itself in good time about the applicable regulations on safety, fire prevention, environmental protection, etc., and shall take all necessary safety measures, including the appointment and employment of a safety officer.

17. Assembly staff

The Seller shall provide the Buyer's installation manager with a list of the names of all personnel employed in the area of the works and sites. This list shall be kept up-to-date.

On request, the Seller shall prove that the necessary social protection is available for such personnel.

The Seller and his personnel shall comply with all legal, official and customer-related requirements at the place of assembly and in particular with the provisions relating to the employment of foreign workers. In the event of non-compliance, the Seller shall be liable to the Buyer and shall indemnify the Buyer against any claims by third parties.

Employees of the Seller or its subcontractors may be refused access to the work and the site for important reasons.

Any changes to the Seller's assembly personnel shall only be permitted with the prior written approval of the Buyer.

All taxes, costs for visas, vaccinations, etc. of the erection personnel due in the country in which they operate shall be borne by the Seller.

Any interruption of the assembly due to, but not limited to, the necessary departure of the assembly personnel for the purpose of extending visas shall be notified to the Buyer in good time. Any and all related costs shall be borne by the Seller.

All information relating to the country in which the operation takes place and the activities and regulations in force are provided by the Buyer to the Seller without any liability. Seller shall in any case inform itself, under its own responsibility, about such requirements.

In particular cases, Seller shall provide Buyer with evidence of the qualifications and employment of personnel.

18. Worksite rules

The Seller shall submit himself and his personnel to the applicable rules and directives of the Purchaser. In particular, Seller shall ensure that its employees and subcontractors comply with Buyer's rules and directives for maintaining order and safety as well as normal site control procedures.

All items and equipment brought to the site by the Seller and/or its subcontractors shall be clearly labelled in advance with the name or trademark of the company. Such equipment shall be subject to the Buyer's right of inspection. They shall comply with the import regulations in force in the country of assembly. A list of materials shall be provided to the Buyer's assembly manager. The installation and the content of the signs must be approved by the Purchaser's installation manager.

On completion of the work, the site shall be cleaned at the Seller's expense and delivered in good condition.

19. Acceptance

All deliveries and additional services shall require formal acceptance in each case.

The date of acceptance shall be set out in the Seller's written notification, subject to availability.

The results of the acceptance shall be recorded in a report, which shall only be valid if signed by an authorised representative of the Buyer.

Acceptance shall not be valid by means of technical tests or by means of acceptance by the authorities or by oral or other declaration, or by silence or by way of payment or use of the service or goods.

The costs of acceptance shall be borne by the Seller.

The costs of the first acceptance shall be borne by the Seller or the Buyer individually. If the first acceptance has failed for reasons for which the Seller is responsible, the Seller shall bear all further costs for a repeat acceptance.

20. Claims for defects

Seller shall deliver the goods and services in the quality and quantity agreed in the order or contract, free from defects and faults.

Acceptance of the goods and/or services shall be subject to and conditional upon the Buyer's checking of the correct quality and quantity, completeness and regularity of the supply.

The period for exercising the claim shall commence upon acceptance of the goods and services by the Buyer. In the event of defects, the Purchaser shall give notice thereof without delay upon discovery.

In the event of late notification of defects, the Seller waives its right to contest. The Buyer shall be obliged to notify the Seller of any defects found.

However, the Buyer may lodge a complaint no later than 18 months after commissioning, unless the commissioning is delayed for reasons not attributable to the Seller.

The Buyer shall have the right to demand that the Seller perform the contract correctly or to remedy the defect/defect himself and claim reimbursement from the Seller of the costs incurred for the remedial measures or to terminate the contract or claim a reduction in the purchase price or reimbursement of the costs incurred, without prejudice to the right to compensation for damages.

In the case of parts of supplies or services that cannot be used due to a delay in operation caused by non-performance or the installation of replaced or improved parts, the period during which complaints about defects and related claims can be asserted shall be extended by the duration of the interruption.

In the event of defects and deficiencies in the modified and/or replaced parts, the Buyer retains the same rights of complaint and the period for asserting claims for defects and deficiencies and related rights shall commence upon further acceptance by the Buyer.

Payment for the supply shall in no way affect the Buyer's right to contest it and to repeat the payment as well as to claim compensation for damages suffered, none excluded.

21. Spare parts

The Seller shall guarantee the availability of spare parts for a minimum period of 10 years after the expiry of the period for claiming defects.

22. Early termination

In addition to serious violations of contractual obligations by the Seller, the following constitute grounds for early termination of the contract, by way of example but not limited to: non-payment and/or excessive indebtedness or the initiation of insolvency proceedings against the Seller or voluntary liquidation by the Seller.

Early termination of the contract shall take effect upon receipt of the notice of termination to be sent by registered letter with advice of receipt or by certified email.

In the event of early termination of the contract by the Buyer, payment is due for goods and services provided up to the time of termination on the basis of the contract.

In the event of termination of the contract by the Buyer for serious reasons, the Seller shall only be reimbursed for services and goods provided up to the time of termination and which can be used by the Buyer.

The costs and/or expenses incurred by the Buyer in performing its own or a third party's replacement service shall be charged to the Seller.

The Buyer shall take account of any costs or damages arising from its own or third-party replacement services when invoicing. The same shall apply to contractual penalties, liquidated damages or similar payments that have become due.

23. Data protection

For the purposes of Italian law on the processing of personal data, the Buyer informs the Seller that the personal data of persons or bodies that have a relationship with the Buyer are collected, recorded, processed, stored and used for administrative, accounting and commercial reasons (management of orders, invoices and payments, administration of supplies, customer relations, etc.). The aforementioned data may be disclosed to third parties for the reasons for which they were collected. Unless otherwise specified in writing, the data are stored at the registered office of the Buyer, who is authorised to process and responsible for the same.

Pursuant to EU Regulation 2016/679 (GDPR) by signing these general conditions of purchase, the Seller declares that it has received the information on the processing of personal data, that it has been informed of the rights that EU Regulation 2016/679 recognises and gives its consent to the processing of its personal data.

24. Unauthorised advertising

The Seller is not allowed to make any reference to any order, including for advertising purposes, without the prior written consent of the Buyer.

25. Applicable law and competent court

These general conditions of purchase are governed by Italian law, regardless of the fact that they may be translated into other languages for information and commercial purposes.

Any dispute that may arise in relation to the validity, interpretation and execution of these general conditions of purchase shall be devolved to the exclusive jurisdiction of the Court of Biella.

Business Partner Information for AUTEFA Solutions Italy S.r.l. – Download as PDF

Dear Ladies and Gentlemen,
media are full of reports about cyber crime and other attempts of fraud with electronical data traffic, especially with emails. In order to protect you and also ourselves from above, we decided to verify new partner information or relavant changes in existing one by another way than the electronical one, especially the new storage or change of banking information. This is why we kindly ask you to return attached form legally binding signed and stamped in Original NOT VIA E-MAIL but by normal mail or courier service to our Finance Department, if

• you need to inform us about changes in important company data (e.g. name, bank data, tax number) or
• you are one of our new partners

In both of these cases we will not issue payment to you until we have your confirmation available. We, on our side will act accordingly and will also not inform you about changes in any information we judge as a security risk by email but per normal mail or courier service in original, legally binding signed and stamped.