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General Terms and Conditions of Purchasing
of Paustian airtex GmbH
I. Scope of validity and inclusion
1. Legal relations between the supplier and Paustian airtex GmbH - hereinafter called the orderor - are
solely governed by the provisions herein and any other specific relevant agreements that may be
made. All and any amendment/s and/or supplement/s hereto must be in writing to be effective. This
also applies to the requirement for written form.
The supplier's General Terms and Conditions of Business are not included in the contractual
relationship even if the orderor doesn't specifically exclude same.
II. Order
1. Orders and their acceptance by the supplier as well as calls made by the orderor (including any
amendments and/or supplements) may be either written or in electronic form. The text of the orderor's
order is the sole applicable together with the provisions herein.
2. If the orderor does not receive the supplier's order confirmation within five working days of the latter
receiving that order then the orderor may rescind that order. Supply calls based on any extant skeleton
agreement are binding if the supplier does not contradict same in writing within five working days of
receipt unless otherwise specifically provided for in the relevant skeleton agreement.
3. The orderor may demand changes in design and/or performance to the goods and/or services
rendered/to be rendered by the supplier insofar as reasonable for the latter. The effects of this particularly additional or reduced costs - are to be mutually agreed as appropriate, as are any change/s
in delivery date/s.
III. Payment
1. Insofar as no other Terms and Conditions of Payment have been agreed the orderor's payments will
attract a 2% rebate if paid within ten days. Of full net payment within 30 days. If premature shipments
are accepted their due date is the agreed delivery date.
2. Invoices must be sent in duplicate. They must include the supplier number, the order number and
date or those of the call, and the shipping address. Each invoice may only refer to one delivery note.
3. Payment may be either by cheque or bank transfer at the orderor's discretion.
4. The orderor is entitled to agree a crediting procedure with the supplier.
5. In the event of erroneous shipment the orderor is entitled to pay pro rata until the relevant order/s
has/have been met in full. They are also entitled to set off supplier claims against debit notes and/or
credits.
IV. Assignment ban
1. The supplier may not assign their claims of the orderor or allow them to be collected by any third
party without the orderor's prior written permission. This will not be unreasonably withheld. If extended
reservation of title has been agreed then said permission is considered granted. The orderor is entitled
to refuse agreement to the supplier's assigning claims if the beneficiary of same has not expressly
confirmed in writing that all rights of set off and of withholding the orderor has toward the supplier can
also be exercised toward them. Should the supplier assign their claims to any third party without the
orderor's consent in breach of this provision then said assignment is null and void. § 354a German
Commercial Code (HGB) remains unaffected by this.
2. The orderor's setting off against any claims not undisputed or res judicata is excluded.
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V. Advice of defects
Obvious defects in shipments must be advised by the orderor as soon as determined in the normal
course of properly conducted business to the supplier within five days in writing. The supplier waives
the defence of delayed defect advice to this extent. If any agreement/s has/have been reached on
quality then it/they has/have precedence over the provisions herein.
VI. Confidentiality
Treatment of confidential information and manufacturing means
1. The parties hereto undertake to treat all commercial and technical details that are not evident and of
which they acquire knowledge in the course of commercial relations between them as business
secrets.
2. Drawings, models, matrixes, samples, manufacturing means, tools and similar items remain the
property of their original owner and must be treated well, insured as appropriate and guarded against
access by third parties. They may not be made accessible, or assigned, to any unauthorised third party
without the prior written permission of the orderor. Copying any such material is only permissible as
required by business needs and allowed by copyright and industrial protection law.
3. Supplier sub-contractors and employees must be obligated appropriately.
4. The contracting parties may only advertise their commercial relationship with prior written consent.
5. Models and equipment, moulds and tools are to be insured against accidental loss or deterioration
and properly serviced, maintained and kept. The costs for same will be born by the supplier/maker.
6. This also applies to tools, moulds, equipment and models not in direct production use.
VII. Data protection
The supplier may only use personnel in performing the contract who are obligated to adhere to and
observe the duties of confidentiality and data secrecy per § 5 German Federal Data Protection Act
(BDSG) where the latter applies. The supplier undertakes only to use the data they acquire in
rendering their goods and services for the purposes laid down in the contract (proper use). If data is
drafted as a result of the supplier rendering goods and/or services that is in their possession then they
undertake to safeguard same against misuse and loss. Such data is to be handed over to the orderor
at their request in its entirety and without delay. The orderor may check the measures employed to
adhere to the provisions herein on the spot by agreement with the supplier. The supplier will render the
information required per § 4g BDSG when necessary. These obligations remain unrestrictedly effective
after expiry of the contractual relationship.
VIII. Supplying contractual products and spare parts
The supplier has a duty to supply the contractual products and all changed versions thereof for at least
fifteen years for after-sales purposes and series production. This is binding for the term of this
agreement and for fifteen years after the last delivery of the contractual products. The supplier must
oblige their sub-contractors to guarantee the same. The supplier has a duty to supply the contractual
products in compliance with the latest valid version hereof or of the applicable order/s.
IX. Delivery dates and periods
1. Agreed dates and periods are binding unless otherwise specifically agreed in writing. Punctuality of
delivery is governed by the date of receipt of the products by the orderor. Goods not punctually
delivered may be rejected by the orderor without explanation.
2. Shipments according to a delivery timetable previously laid down by the orderor must adhere to that
timetable. Shipment dates may not be outside the limits in the applicable said timetable. Subsequent
top-up orders by the orderor have priority over normal shipment calls.
3. Shipments should not be sent before the agreed date/s. If the supplier nevertheless ships before the
agreed date then the orderor has the right to refuse acceptance or to accept the products subject to
the supplier bearing all storage costs.
4. If circumstances arise that are expected to hinder the supplier in adhering to punctual delivery then
the supplier must advise the orderor of same in writing without delay.
X. Delayed delivery
The supplier is in arrears on exceeding the agreed delivery date/s and/or period/s without being set
any period of grace. The orderor can only withdraw from the contract or demand damages instead of
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performance due to any delay after first setting the supplier an appropriate period of grace in which to
render contract performance and this has expired fruitlessly.
The supplier has a duty to recompense the orderor for any damage suffered due to delayed
performance under the applicable legal rules. Damages include those for increased shipping costs,
retooling and increased expenditure for purchases to cover any resultant shortfall. Should the orderor
have agreed penalties for any delay in the order then they may demand these even if they did not
assert them initially when the contractual goods and/or services were rendered/accepted late.
XI. Force majeure
1. Force majeure, particularly industrial disputes, measures taken by competent authorities and other
unforeseeable and/or unavoidable events uncontrollable by either contracting party relieve the affected
party for the duration of the interruption and to the extent of the effects of their duty of contractual
performance. The party affected by the interruption will keep the party in whose sphere of risk the force
majeure event occurs advised of duration and possible remedies. If any such event lasts longer than
thirty days or it be predictable when it occurs that it will very probably do so then the other contracting
party is entitled to withdraw from the contract. This also applies if after any such event has occurred it
becomes obvious it will last longer than originally thought.
2. The contracting parties have a duty in the event of force majeure occurring to inform one another
without delay of this insofar as that is reasonable and to adapt their obligations to the changed
conditions/circumstances to the best of their knowledge and belief.
XII. Notice of termination
The orderor may serve notice of termination of the contract at any time if that is factually justified. This
particularly applies to skeleton agreements. In such case the costs incurred by the supplier up to the
time such notice becomes effective for manufacturing /purchasing the product/s ordered will be
recompensed them. No further rights accrue to the supplier from notice of termination.
XIII. Quality and documentation
1. The supplier must adhere to the technical rules and safety regulations applicable in the European
Union and to the agreed technical data and specifications in their contractual performance. Changes in
the contractual product/s are subject to prior written agreement from the orderor. The supplier is
responsible for the punctual delivery of the ordered products per the orderor's order documentation
and for quantity and quality complying with specifications in the list of contractual goods and services
to be rendered, any relevant technical drawings, relevant spare parts lists and any relevant separate
agreements and/or specimens/samples of the individual product/s provided. All products must be so
manufactured that they meet FAR 25.853 (a) and FAR 25.853 (c) requirements as given by the
orderor. The products must also comply with the current appropriate specifications of the specific
aircraft manufacturer/s involved and the orderor's relevant technical drawing/s. The supplier knows all
the forms mentioned and their content. The supplier has a duty to regularly request the current forms
and pass the requirements on to their sub-contractors/suppliers if applicable. The supplier has a duty
only to employ properly trained staff to manufacture the products ordered.
2. The origin of new products to be contractually rendered or any change in said origin is to be advised
the orderor without delay and without this being requested in accordance with the relevant long-term
supplier declaration. The supplier is liable for all disadvantages accruing to the orderor due to any
improper or late submission of the supplier declaration. The supplier must prove the details they
provide of product origin with relevant information documentation confirmed by the customs insofar as
necessary.
3. The supplier has a duty to introduce a quality management system, to document it and to maintain
it. The orderor has the right to demand copies of quality management documents from the supplier and
to check their agreement with the agreed quality assurance standards using audits and inspections at
any time. The supplier must obligate their sub-contractors/suppliers insofar as legally possible to fulfil
the same contractual obligations as they themselves.
4. Should aircraft manufacturers, competent authorities or similar institutions concerned with
airworthiness or orderor clients demand inspection of the supplier's production and test documentation
to verify specific requirements compliance then the supplier agrees to grant them the same rights
within their enterprise at the orderor's request and to give them every reasonable support. The supplier
must obligate their sub-contractors/suppliers to do the same insofar as legally feasible.
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5. The supplier has a duty to carry out initial specimen/sample testing before initial shipment of any
contractual product and to then send initial specimen/sample products/parts/components together with
product and manufacturing data to the orderor. In the case of modules the orderor receives from the
supplier the supplier has a duty to carry out initial specimen/sample testing in-house of the individual
parts/components used and to send the documentation of same for the module to the orderor. The
supplier agrees to make initial samples/specimens of any changed part/component before initial
shipment of same and to then send same together with all associated documentation and reports for
formal acceptance inspection/testing to the orderor free of charge.
6. The supplier has a duty to check any material made available to them by the orderor for problemfree condition insofar as that is reasonable. If any defect is ascertained then the material may only be
processed with the orderor's express written permission.
If any additional agreements have been reached between orderor and supplier on quality assurance
and/or environmental protection or any specific ones on the particular product then they become part
of the contract.
7. If type and scope of testing/inspection and test methods and means have not been agreed between
orderor and supplier then the orderor is willing to negotiate same with the supplier and determine the
relevant testing technology status to the best of their knowledge, capabilities and belief at the supplier's
request. The orderor will also advise the supplier of relevant safety rules at their request. In the case of
products with specific characteristics to be contractually rendered that are specially labelled in the
technical documentation or mentioned in specific agreements the supplier must document separately
when and how said products were tested for those characteristics and what results the quality tests
required had.
8. In the event of any defect it must be possible to trace matters in such a way that the quantity of
defective products to be supplied can be determined. The data needed for this will be agreed on
between orderor and supplier.
9. The supplier has a duty to store the documentation on quality assurance in its entirety and with all
due care for fifteen years after the final shipment of the contractual product/s concerned and keep
same available for reference for that period. The supplier must oblige their sub-contractors/suppliers to
do the same insofar as legally feasible.
10. No audit or inspection/check of the manufacturing process by the orderor or any aircraft
manufacturer, competent authority or similar institution relieves the supplier of their responsibility for
fault-free and punctual shipment of the contractual products and/or spare parts to any extent
whatsoever. This does not affect the orderor's guarantee/warranty rights in any way whatsoever. All
defects and other complaints arising from any audit and documented must be remedied before
shipment of the relevant contractual product/s. Changes and/or repairs to the contractual products
must be approved by personnel authorised so to do by the orderor.
XIV. Information system, inspection
The supplier must maintain complete and accurate records throughout the term of this contract and
after its expiry or dissolution that show the origins of all products supplied and their contract
performance in their information system at all times.
Said records are to be kept for the time specified by the competent airworthiness authorities or for at
least seven years from the date of delivery of the relevant product/s.
The supplier will grant the orderor and persons authorised by them at any time and from time to time
throughout the term hereof access to their documentation and records during normal office hours and
make copies and extracts of same available to them at the orderor's expense.
The orderor has the right to inspect the product and all materials and parts received by the supplier for
making same at any time and from time to time up to and including acceptance testing of the said
product/s in the supplier's works or wherever delivery is rendered subject to the conditions below.
The orderor is to have access to all relevant technical data that are reasonably needed for inspection
purposes.
The orderor has the right to carry out all inspections in the supplier's works and those of their suppliers
and sub-contractors.
Such inspection does not constitute formal acceptance of any product by the orderor.
The supplier declares themselves in agreement to handing over all documentation to the orderor for
their unrestricted use should any request for the reorganisation of the supplier company be submitted,
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the supplier cease commercial operations, the supplier not deliver after expiry of any period of grace or
the supplier declare themselves unwilling to deliver.
XV. Technical data and safety rules
1. The supplier declares themselves in agreement where recording safety data is concerned to
enclosing an appropriate safety data sheet with each component containing dangerous goods. This
also applies to all materials used for surfacing protection.
2. The following technical data are prescribed as a part of the documentation to be supplied as given in
the relevant characteristics specifications.
For the initial shipment these must include assembly drawings, installation drawings, cross-section
drawings, spare parts list/s, technical data sheets, qualifying test programmes and test reports,
fire, smoke and toxicity test programmes and test reports, FMEA/FMES for equipment and final
reliability evaluations, maintenance instructions for components, formal acceptance testing procedures
including report forms, FAI reports, proof of manufacture rules for specific safety components, flow
chart diagrams of the manufacture and inspection of each shipment, formal acceptance testing reports
and declarations of design and performance or relevant conformity certificate/s.
XVI. Defect liability
1. If defective goods are supplied then the orderor may demand the following subject to the legal
conditions applicable and those listed below unless otherwise individually agreed:
a) before commencing manufacture (processing or installation) the orderor must first give the supplier
the unique opportunity of sorting out, of remedy or of replacement shipment unless that is
unreasonable for the orderor. Delayed performance must be within three working days at the most of
the defect/s having been detected and advised the supplier. If the supplier is unable to render such
performance or does not do so without delay then the orderor may withdraw from the contract to this
extent without setting any further period of grace and return the goods at the supplier's risk. In urgent
cases they may purchase replacement goods by agreement with the supplier in the scope needed to
maintain their production, remedy the defect/s themselves or have same done by a third party or
parties. All and any costs incurred in so doing must be clarified with the supplier. If the same goods are
repeatedly supplied in defective condition then the orderor may, after written warning, withdraw from
the contract. This withdrawal may include the unfulfilled scope of contractual performance and does
not result in the supplier having any right to assert any claim/s whatsoever for any legal reason.
b) If the defect is only detected after production commencement despite the obligation in section V
being adhered to then the orderor may at their discretion - per § 439 paragraphs 1, 3 and 4 BGB uniquely demand delayed performance and reimbursement of the travel expenses involved in late
performance (without towing expenses) as well as installation and removal costs (both labour and
materials), reduce the purchase price, withdraw from the contract or demand damages in law if
the relevant legal conditions apply.
c) In the event of culpable breach of duty going above and beyond supplying defective goods (e.g.
breach of information, advice or inspection duties) the orderor may demand reimbursement of the
consequential damage and the amount/s reimbursed their client/s by the orderor as required in law for
consequential damage under the provisions of section XVII below. Damages consequential to a defect
are those damages suffered by the orderor to their legal interests other than to the goods themselves
due to the supply of defective goods.
2. The parts to be replaced by them are to be made available to the supplier on request and at their
expense by the orderor without delay unless they have already been delivered, used or their handover
is impossible for the orderor for some reason.
3. The right to assert claims in defect liability law expires after three years unless any longer period has
been agreed or is prescribed by law. The guarantee term begins on the date of formal acceptance by
the orderor. This does not affect the accessories made available by the orderor.
XVII. Liability
1. Unless otherwise provided herein the supplier is liable in law for damages suffered either directly or
indirectly by the orderor as a consequence of any defective shipment, breach of safety rules or other
reason for which the supplier can be held liable in law. Any restriction of their liability to the orderor to
cases of deliberate act or of gross negligence is ineffective. The following provisions apply in particular:
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2. The supplier is liable when measures are taken by the orderor to prevent damage (such as recalls)
insofar as such measures seem reasonably necessary due to any circumstances, defects, errors etc.
for which the supplier is liable or the orderor is legally entitled to take same or obliged to do so by any
decision or ruling of the competent authorities or courts of law.
3. The orderor will advise the supplier comprehensively and without delay as well as consulting them
should they wish to assert any claim against the supplier under the foregoing provisions. The orderor
must give the supplier the opportunity to investigate any case of damage. The contracting parties will
advise and consult one another on the measures concerned and the possibility of any settlement of
third-party claims in particular.
XVIII. Industrial property rights, development work
1. The contracting parties undertake to advise one another without delay of any risk of a breach
becoming known and alleged such breaches and any associated legal action by third parties and give
one another the opportunity to oppose same, or defend against same, by mutual agreement
2. The same applies should either contracting party become aware of any third party breaching any
rights of the other that are of significance to the contractual relations between the parties hereto.
3. The supplier will advise of any use of published or unpublished industrial property rights of their own
or of licensed industrial property rights and/or applications for same in the contractual products at the
orderor's request.
XIX. Reservation of title
The orderor recognises the supplier's declared simple reservation of title. No extended reservation of
title, especially company such reservation, is recognised.
xx. Shipment
Shipment costs including packaging, insurance and all ancillary costs will be born by the supplier
unless otherwise specifically agreed.
XXI. Competition ban
The supplier may not offer or sell any parts/components manufactured to the orderor's specifications
and/or drawings either directly or indirectly through third parties as spare parts to end clients or trading
enterprises. This also applies to having any third party manufacture same with the aim of selling them
via that third party or themselves.
The parts may only be labelled with the supplier code issued by the orderor and not with the supplier's
name. This competition ban may only be waived by express written agreement of the orderor.
XXII. Advertising and public announcements
The supplier may not use the orderor's name or their name for any contractual product of the orderor
without the latter's written prior approval for advertising, press releases and/or public announcements.
XXIII. Insurance
The supplier must take out general public liability insurance cover of not less than Euro 5,000,000.00
(or equivalent) per order and maintain same.
The supplier must also take out such cover specifically for aviation products. The coverage must be
not less than Euro 10,000,000.00 (or equivalent) per order and year.
XXIV. Buyback of spare parts
The supplier must buy back from the orderor all contractual products exceeding the latter's needs and
initially supplied by the former or for which the supplier has a valid licensing agreement with some
other supplier. The orderor will apply normal purchasing methods when determining order quantities
and agree said quantities with the supplier. The price of each such product bought back by the supplier
shall be the invoiced price paid the supplier or their catalogue price at the time of buyback depending
on which is lower (including shipment costs). This is provided the product is unused and in good
condition. The orderor will ship same to the supplier's works. The supplier has no obligation to buy
products back for which they have no other market. No fees for return acceptance apply.
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XXV. General provisions
1. Should any provision herein be or become null and void for any reason whatsoever this shall not
affect the remainder. The parties hereto have a duty to replace any such provision with one coming as
close to their original financial intent as legally possible.
2. Place of performance is the location of the industrial premises that received the shipment/s involved.
3. German law is the sole law applicable to all legal relations between the parties hereto. The UN
Convention on the International Sale of Goods does not apply.
4. Place of judicature is the orderor's head office location. The orderor may consult the court
responsible for the supplier's head office location at their discretion instead.