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 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.
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
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):
the diffusion of the CoC among the recipients
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
carrying out checks on any violations reports of the CoC
the evaluation of the facts and the consequent implementation, in case of proven violation, of appropriate penalty measures
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:
avoid conduct contrary to these rules
consult their managers or the supervisor of the CoC if they need clarification on how the CoC is applied
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:
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
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
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:
adequately inform them of the commitments and obligations imposed by the CoC
require compliance with obligations that directly affect their activity
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:
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
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:
agrees to support and respect the protection of human rights
it abstains from using or supporting child or forced labor, which on the contrary will be reported to the competent authorities
promotes the employment of physically and socially disadvantaged individuals, favoring processes of inclusion also towards people with disabilities
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
supports the freedom of association of its employees and of all its collaborators, as well as the right to collective contracts
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:
the creation of an intimidating, hostile or isolating working environment towards individuals or groups of workers
unjustified interference with the performance of the services of others
the hindering of individual job prospects of others for mere reasons of personal competitiveness
AUTEFA Solutions does not accept sexual harassment, as such:
the subordination of decisions of relevance to the working life of the addressee to the acceptance of sexual favors
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.:
working under the influence of alcohol, drugs, or substances with similar effects
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.
7.1. 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:
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.
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.
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.
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:
operate consistently with the required laws and regulations
observe internal procedures for managing relations with control authorities
provide accurate, complete, and truthful information to enable an informed decision to be made
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:
must be stored properly
may only be used for professional purposes and not for personal purposes during daily work time
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:
The use of software not authorized by AUTEFA Solutions in accordance with copyright law is not permitted.
It is not permitted to change the configurations set on the computer equipment unless expressly authorized by AUTEFA Solutions.
It is not permitted to install and/or connect additional peripheral equipment to the computer equipment that has not been authorized by AUTEFA Solutions.
Listening to audio or music files is not permitted; nor is the viewing of videos and films, except for strictly business purposes.
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
Browsing websites not related to the performance of duties is not allowed.
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.
It is forbidden to download any type of software, except with the express authorization of the company's top management.
Any form of registration on sites whose content is not related to work is prohibited.
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.
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.
5.1 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:
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.
The following terms and conditions of purchase shall apply to all business relations unless expressly agreed otherwise in writing. Deviating, conflicting or supplementary terms and conditions shall not apply, even if AUTEFA is aware of them, unless AUTEFA has explicitly agreed to their application. Contractual performance acts by AUTEFA shall not be deemed as consent to deviating contractual terms and conditions. These terms and conditions shall also apply as a framework agreement for all further legal transactions between AUTEFA and the contractor (CO).
1. general terms and conditions for orders
Orders, modifications, and additions are only legally binding if they have been issued in writing by the purchasing department authorized to do so. The Contractor (CO) may only refer to agreements with other persons if he immediately informs the responsible purchasing department and the latter's written confirmation is available. These Terms and Conditions of Purchase shall be deemed accepted at the latest when the Contractor begins to execute the order. Verbal agreements require written confirmation by the responsible purchasing department to be legally effective. The order date shall be the date on which the order is sent. The order shall be confirmed or rejected in writing immediately. If the Contractor does not reject the order within three days (received by AUTEFA) from the order date, the contract shall be concluded with the contents of the order. As long as the order is not accepted by order confirmation, with which the order is accepted in full, AUTEFA shall be entitled to withdraw from the order without giving reasons and free of charge. The withdrawal shall be deemed to have been made in due time if it has been sent before receipt of the declaration of acceptance. Deviations from orders shall be clearly indicated and require the explicit written consent of AUTEFA in order to be effective. The unconditional acceptance of order confirmations or deliveries does not imply any acknowledgement of the CO's GTC. Terms and conditions of the CO and its GTC are hereby explicitly rejected. AUTEFA may at any time request changes in the design and execution of the order or the delivery item. If, as a result of such changes, the agreed delivery times can no longer be met, or if an increase in the agreed prices is necessary, the CO shall immediately notify AUTEFA thereof and submit a reasonable proposal in writing with respect to the delivery time and/or price increase. Otherwise, the originally agreed delivery periods and prices shall also apply to the modified order.
The agreed prices are fixed prices including all taxes (except VAT) and duties. If the order does not contain any other provisions, the pricing shall be "DDP" in accordance with INCOTERMS 2020. The price includes the costs of documentation, technical inspection, packaging, marking, labelling, etc. The price shall also include the costs of the delivery of the goods. In the case of deliveries abroad, the Contractor's services shall include export customs clearance, including the assumption of all associated costs.
3. payment and invoice
Unless otherwise agreed, AUTEFA shall make payment within 30 days after invoicing and after fulfilment of all conditions specified for this purpose in the order, in particular also the proper delivery of documentation, with 3% discount or 60 days net. Complaints about the delivery/service entitle AUTEFA to withhold payments due. Payment does not imply any acknowledgement of the correctness of the delivery and services and thus no waiver by AUTEFA of performance, warranty, guarantee, damages, contractual penalties, etc. In the case of a notice of defect or complaint, the purchase price may be retained in full. Invoices shall include the order and delivery note number as well as AUTEFA's UID. The sales tax must be shown separately. Invoices may not be enclosed with the shipments.
4. packaging and shipment
The shipping conditions and packaging guidelines of AUTEFA shall apply. If these are not available to the Contractor, they must be requested from AUTEFA. The Contractor shall provide a valid proof of preference (such as movement certificate, certificate of origin, etc.). Separate instructions from AUTEFA shall be observed. Unless otherwise stated in AUTEFA's shipping terms, the shipping documents accompanying the goods shall not contain any indication of value. AUTEFA shall only bear the costs of transport insurance if this has been agreed in writing. In case of non-compliance with AUTEFA's shipping, packaging, customs clearance or documentation requirements, all resulting risks, damages and costs shall be borne by the Contractor.
The delivery dates specified in the order shall be binding and shall be understood as arriving at the place of performance. If the CO realizes that the agreed dates cannot be met, he shall immediately notify AUTEFA in writing, stating the reasons and the expected duration of the delay. If the CO fails to meet the dates agreed in the purchase order, the CO shall pay the following contractual penalties, each calculated from the total order value, until the actual delivery date. The contractual penalties shall be deducted from the Contractor's current invoices.
delivery and performance 1% per week of delay or part thereof, up to a maximum of 10% of the total value;
documentation 1% per week of delay or part thereof, up to a maximum of 10% of the total value;
The obligation to pay a contractual penalty shall arise for the Contractor upon the occurrence of the default. The payment of contractual penalties shall not release the Contractor from its fulfillment obligations and resulting liability.
6. warranty, exclusion of the notice of defects
The Contractor warrants and represents that all specific deliveries and services also meet the latest state of the art and the legal provisions and regulations of the authorities. The Contractor warrants that its supplies and services are free from defects for a period of 36 months from acceptance of the entire plant by the end user (AUTEFA's customer) and shall indemnify and hold AUTEFA harmless for any resulting disadvantages. An obligation to inspect as well as the obligation to notify defects according to § 377 f UGB (Austrian Commercial Code) by AUTEFA with regard to the deliveries is expressly excluded without AUTEFA losing any legal claims (in particular claims under warranty and claims for damages and avoidance of mistake). In case of replacement delivery and repair, the warranty shall start anew.
7. warranty, compensation and product liability
In the event of defects in the goods delivered or services rendered, the Contractor shall be obliged. AUTEFA may choose to remedy the defect either by improvement, replacement or price reduction. If the defect is not minor, AUTEFA shall also be entitled to demand rescission of the contract instead of the aforementioned warranty remedies. AUTEFA is entitled at any time to remedy the defect itself or to have it remedied by a third party. Any costs incurred thereby shall be borne by the Contractor. Until the Contractor proves otherwise, it shall be presumed that the defect was already present at the time of handover; this shall also apply if the defect only becomes apparent after the expiry of 6 months after handover. The Contractor shall fully indemnify and hold AUTEFA harmless for any and all disadvantages whatsoever incurred by AUTEFA directly or indirectly as a result of a defective delivery or service, violation of official safety regulations, violation of the agreed delivery times, dates and deadlines, under-delivery or for any other legal reasons attributable to the Contractor. The Contractor shall be obligated to fully compensate for all damages that occur in this context. This shall apply in particular to any own or third-party expenses (including material and personnel expenses) in connection with the determination or rectification of defects, as well as to any frustrated material and personnel expenses and other costs caused by defects. Subcontractors and suppliers of the Contractor shall in any case be deemed to be its vicarious agents, so that the Contractor shall be liable for their fault as for its own. In the event that AUTEFA is held liable on the basis of product liability, the Contractor shall be obliged to indemnify us against such claims if the damage was caused by a defect in the subject matter of the contract delivered by the Contractor. In such cases, the CO shall bear all costs and expenses, including the costs of any legal action and recall action.
8. export licenses
The Contractor is obliged to obtain at its own expense any export licenses required in connection with its deliveries and services, in particular for export to the country of the end customer (AUTEFA's customer). The CO assures that at the time of the order the complete delivery of the ordered item is secured and that no official or other restrictions prevent the complete delivery and performance, otherwise the CO shall be liable for any damage incurred by AUTEFA.
9. property rights of third parties
The Contractor assures that the rights of third parties do not conflict with the intended use of the purchased goods, in particular that no patents or other industrial property rights of third parties are infringed. Should such impairments or infringements of rights be alleged, the CO undertakes to fully indemnify and hold AUTEFA and/or the end user harmless without limitation against any claims of third parties.
All drawings, documents, information, etc., which are made available to the Contractor for the purpose of fulfilling an order, as well as all empirical values and the entire know-how, which are developed in the course of the execution of the order ("Confidential Information"), shall remain or become the exclusive property of AUTEFA. Such Confidential Information shall be treated as confidential and shall not be exploited, reproduced, analyzed or used in any way, nor disclosed or made available to any third party without the written consent of AUTEFA. After performance of the contract, the confidential information which AUTEFA has handed over shall be returned to AUTEFA. Any disclosure of confidential information to third parties, in particular to builders and operators of the same or similar plants, is expressly prohibited. A breach of the confidentiality obligation entitles AUTEFA to reclaim the payments due for the order concerned and to assert claims for damages. The obligation to maintain secrecy shall continue to exist even after completion of the order in question and shall apply to all employees, subcontractors, and vicarious agents of the Contractor.
11. drawings, execution documents and provided materials
The ownership and exclusive rights of use of the drawings, information and know-how provided by AUTEFA to the CO shall remain with AUTEFA. The CO acknowledges that these are copyrighted exclusively for AUTEFA. Any material provided shall remain our property and shall be marked as such and stored separately. In case of loss and/or damage, the Contractor shall be liable even if not at fault. After completion of the order, provided material shall be returned to AUTEFA without delay.
12.postponement and withdrawal
(1) AUTEFA shall have the right to postpone the project realization schedule (delivery time, etc.) and all related deadlines, in particular performance, acceptance and payment deadlines, in whole or in part, at any time without giving reasons. AUTEFA shall notify the CO thereof in writing. AUTEFA shall be free to indicate the expected duration of the postponement without obligation, but shall not be obliged to do so. Upon receipt of the written notice from AUTEFA, the Contractor shall immediately take all measures at its own expense to minimize the costs of such postponement. If the postponement does not exceed 6 months, the Contractor shall bear all costs associated with the postponement. If the postponement lasts longer than 6 months, the Contractor shall have the right to charge AUTEFA for any costs charged by third parties directly caused by the postponement lasting longer than 6 months (e.g. third party storage fees), if and to the extent that such costs are reasonable and unavoidable and can be proven to have been incurred after the expiry of the first 6 months. However, all other costs caused by the postponement (such as the Contractor's own personnel costs, any price increases of suppliers or subcontractors, interest, other additional costs of subsequent performance) shall be borne by the Contractor. The sales price or the order amount shall remain unchanged in any case. All postponed deadlines, in particular the performance, acceptance and payment deadlines, shall be extended by the extent of their respective postponement. The postponement shall in any case, i.e. even if the expected duration of the postponement has been announced, be for an indefinite period, but shall end at the latest after 24 months; during this period AUTEFA shall be entitled to terminate the postponement at any time by written notice. In such case, the suspended periods shall recommence after the expiry of a further 14 days after receipt of the notice by the Contractor. If AUTEFA does not make such a declaration, the postponement shall automatically end after the expiry of 24 months; in this case, the period shall resume immediately thereafter. (2) AUTEFA shall have the right to withdraw from the contract in whole or in part at any time and without giving reasons. AUTEFA shall notify the Contractor thereof in writing. Upon receipt of the written notice from AUTEFA, the Contractor shall immediately cease all work relating to the withdrawal at its own expense. AUTEFA undertakes to pay the manufacturing costs for those parts which are affected by the withdrawal and which have demonstrably been produced or manufactured by the Contractor by the time AUTEFA receives the written notification, whereby the ownership thereof and all other rights associated therewith shall pass to AUTEFA. Excluded from this are those parts which the Contractor can utilize otherwise, in particular for or in connection with other orders or works. All further costs of a rescission shall be borne by the Contractor. Other contractually agreed or statutory rights to withdraw from the contract, in particular the immediate termination of the contract for important reasons, shall remain unaffected. (3) The CO is obliged to agree on the rights of AUTEFA to postponement according to paragraph (1) or to rescission according to paragraph (2) on his part with any of his own subcontractors and suppliers in the same sense and content. (4) Furthermore, AUTEFA may withdraw from the contract in whole or in part in the event of a breach of duty on the part of the Contractor and after unsuccessfully setting a reasonable grace period (usually 14 days). The setting of a reasonable period of grace shall also be deemed to be a reminder to comply with the contract. In particular, but not exclusively, delays of intermediate and final deadlines, unauthorized subcontracting or defects that jeopardize AUTEFA's performance of the contract vis-à-vis its contractual partners shall be considered as a breach of duty. In such cases AUTEFA shall be entitled to carry out the omitted or insufficiently performed deliveries and services itself (self-performance) or by third parties (substitute performance) at the expense of the Contractor. The costs incurred thereby may either be invoiced directly by AUTEFA or deducted from the next payment due from AUTEFA to the CO. Further claims for damages on the part of AUTEFA shall remain unaffected by this provision.
13. force majeure
The contracting parties shall be released from responsibility for the partial or total omission of obligations under this contract to the extent that such omission was caused by force majeure. The following shall be referred to as force majeure: Fire, war, general mobilization, riots, natural disasters, embargoes, and restrictions imposed by a governmental authority. Expressly excluded from force majeure are strikes or lockouts at the Seller's plant or its subcontracting plants and general shortages of materials or raw materials. The party that has been prevented from fulfilling its contractual obligations or from fulfilling them in a timely manner due to force majeure shall inform the other party of the circumstances of the force majeure within 5 working days from the occurrence of the event of force majeure by means of reasonable evidence. Both parties shall be released from their contractual obligations for the period of time from the occurrence of a force majeure event. If the period of force majeure exceeds 3 months, AUTEFA reserves the right to agree on a new delivery period with the Contractor or to withdraw from the Contract. A case of force majeure in the country of AUTEFA's end customer shall also apply to the relationship between the Contractor and AUTEFA.
The Contractor's right of retention, if any, is expressly excluded. Any interest on arrears for grants of the CO shall amount to 5 % p.a.. AUTEFA and other inspection bodies reserve the right to carry out schedule inspections as well as technical intermediate and final inspections (including packaging inspections) in the offices, production facilities and storage rooms of the CO and his subcontractors at any time during design, planning, production, and delivery preparation and to reject faulty documentation as well as defective material. These checks and inspections shall not relieve the Contractor of its responsibility. Any sub-suppliers, except for standard parts, shall be notified to AUTEFA in due time and approved by AUTEFA in writing. The transfer of ownership to AUTEFA shall take place simultaneously with the transfer of risk. Persons who make declarations to AUTEFA on behalf of the CO shall be deemed to be fully authorized to do so. Any ancillary costs associated with the execution of the order which are not covered by agreements or INCOTERMS 2020 shall be borne by the CO. Should the delivery dates agreed in the order change for reasons not attributable to the CO, the CO agrees to provide proper storage for up to 6 months at the CO's expense and risk for AUTEFA. All deliveries to AUTEFA shall be made free from reservations of title and third-party rights. Such reservations shall be ineffective even without express objection by AUTEFA. The Contractor shall also be liable for compliance with these Terms and Conditions of Purchase by its sub-suppliers. Notwithstanding the provisions of these Terms and Conditions of Purchase, any further legal claims of AUTEFA shall remain unaffected. The Contractor shall maintain product and public liability insurance with a sum insured appropriate to the order and shall provide AUTEFA with a corresponding confirmation of coverage upon request.
15. place of fulfilment, place of jurisdiction, applicable law
The place of fulfilment is the delivery address specified in our order. In the event that individual provisions of the contract are invalid, the remaining provisions shall remain binding (severability clause). The contract is subject to Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The country of jurisdiction is the place of the buyer (Linz).
The Purchaser is AUTEFA SOLUTIONS ITALY S.p.A., 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.
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.
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.
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.
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.
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.
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.
Application form for suppliers
Would you like to contact us as a new supplier? Then please use this registration page and send us your company and contact details. You can also send your company presentation and product information via this page. Please only send PDF files.
Matthias Berchtenbreiter Head of Purchasing AUTEFA Solutions