Terms and Conditions for Purchasing

Applicable Terms and Conditions

1. These GTCs shall be deemed automatically incorporated into each purchase order issued by AAF to the Supplier. By accepting AAF’s purchase order, the Supplier agrees that in case of conflict between this GTC and the Supplier’s conditions, this GTC shall apply.

2. Unless otherwise agreed in writing, the prices of goods stated in AAF’s purchase order shall be exclusive of value added tax but inclusive of all other charges and duties.

Delivery

1. The goods shall be delivered in accordance with the terms specified in the accepted purchase order.

2. The prices quoted by the Supplier shall be inclusive of packaging, pallets and crates.

3. The goods shall be adequately protected against damage and deterioration in transit and delivered, (Delivery Duty Paid) to the delivery address stated in AAF’s purchase order.

4. Risk of the goods shall pass in accordance with INCOTERMS.

Indemnity

1. The Supplier shall indemnify AAF, its employees or agents against any claims in respect of damage or injury to property and/or persons as a result of any defective design, work or material, or negligence on the part of the Supplier, the Supplier’s employees or agents.

2. The Supplier shall obtain general liability insurance coverage in the amount which is common in the Supplier’s industry.

Shipping Documents and Invoice

1. The Supplier shall include a packing slip stating AAF’s order number in each individual shipment. The Supplier shall also send to AAF an advice of dispatch stating AAF’s order number via electronic mail or such other communication methods to be agreed between the parties from time to time.

2. AAF shall pay the Supplier’s invoice within 60 days from the date of receipt.

Cancellation Due to Delay in Delivery
AAF reserves the right to cancel the purchase order, in whole or in part, if the delivery of the goods is delayed by 14 days or more.

Product Warranty and Conforming with Specification and Sample

1. The Supplier warrants that all goods supplied are of good quality, fit for its intended purpose and be free from defects in material or workmanship for a period of 24 months from the date of delivery acceptance by AAF.

2. Goods supplied by the Supplier shall comply with the agreed specifications and be equal in quality to the provided sample. AAF has the right to return, at the Supplier’s risk and expense, goods that fail to comply with specifications and/or sample. The Supplier shall, within 7 days, replace the non-compliant goods at the Supplier’s cost, failing which AAF has the right to cancel the purchase order and receive a full credit for the goods.

3. AAF may, upon request which the Supplier shall not unreasonably refuse, inspect the manufacture and assembly of the goods, and to require rectification to comply with the agreed specifications and /or sample. Inspection of the manufacturing and assembly processes shall neither be construed to imply acceptance of the goods, nor shall it operate to relieve the Supplier of any liability under this GTC.

Patents
The Supplier warrants and guarantees that the goods supplied to AAF will not infringe any patents and/or third-party intellectual property rights. The Supplier agrees to defend and indemnify AAF against any intellectual property related claims and damages resulting from the sale or use of the goods supplied to AAF.

Subcontracting
The Supplier shall not assign or subcontract the production of the goods to any other party without AAF’s prior written approval.

Proprietary Information

1. If the production of the goods uses tools, drawings or any design or manufacturing information furnished by AAF (“Proprietary Information”), then the Supplier shall keep the Proprietary Information confidential and shall not disclose such information to others or use the information for any purpose other than to fulfill the present and subsequent orders.

2. Upon the request of AAF, the Supplier shall promptly return the Proprietary Information and destroy all copies in its possession.

Termination
In the event of bankruptcy or moratorium and/or liquidation of one party, the other party shall have the right to cancel the contract entirely in or in part. Such cancellation shall be free of compensation but without prejudice to any rights accrued by the parties or any amount due and payable before termination.

Set-off
Both AAF and the Supplier shall be entitled to set-off against each other any amount which is due and payable to one another and not settled within reasonable time.

Compliance
The Supplier shall comply with applicable legislations relating to environment, health and safety requirements in respect of the production of the goods.

Jurisdiction and Applicable Law
The laws of Germany shall govern the validity, interpretation and enforcement of any contract of which this GTCs are a part. AAF and the Supplier agree to submit to the jurisdiction of the courts in Germany for any dispute arising hereunder.