ALLIGATOR Ventilfabrik GmbH • Richard-Steiff-Straße 4 • D-89537 Giengen / Brenz
Phone +49 (0)7322 130-1 • Fax +49 (0)7322 130-359 • info@alligator-ventilfabrik.de

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General Terms & Conditions of Purchase of Alligator Ventilfabrik GmbH

I. General provisions

  1. Our General Terms & Conditions of Purchase shall apply, exclusively, to any and all supplies and services you (hereinafter referred to as "Supplier") may deliver to us and/or perform for us. The above shall apply even in any such cases where our General Terms & Conditions of Purchase do not agree with your own general terms of sale and delivery.
  2. Furthermore, our General Terms & Conditions of Purchase shall apply to any future business contacts between us as well, even if future documents should not explicitly refer to them anymore.
  3. Amendments, additions and verbal agreements shall not enter in force unless explicitly confirmed by both Parties in writing.

II. Purchase orders

  1. Purchase orders, call-offs based on delivery schedules as well as any modifications to them shall be in writing. Verbal agreements shall not come in force unless explicitly confirmed by us in writing, irrespective of whether they occurred before or after the conclusion of a contract.
  2. Supplier shall not sub-contract unless we have given our explicit approval.
  3. Unless our offers expressly state a period of validity, they will remain valid for two weeks from the date of offer. Acceptance of the offer within the specified period will be determined by the date on which we receive the declaration of acceptance.

III. Prices and payments

  1. The price indicated in the order will be binding and include delivery free house, including transport, packing as well as customs formalities and charges to the specified delivery address. Changes in the price because of subsequent cost increases as well as other price increases will be excluded, unless an agreement to the contrary has been expressly confirmed by us in writing.
  2. After delivery, invoices must be submitted by the supplier in the correct form, in particular indicating the order number, article number, quantity supplied, order item and delivery address. If one or more of these items is missing and this delays processing of the invoice on our part, our payment periods will be extended by the period of the delay.
  3. We reserve the right, within existing legal frameworks, to clear, net and/ or set off amounts and/or withhold payments.

IV. Packing and delivery

  1. Any and all deliveries shall be free domicile. In any and all cases where our Purchase Orders contain item numbers, PO no. etc., Supplier shall mention and refer to such numbers in any and all correspondence, documents, delivery notes etc.
  2. Delivery times mentioned in Purchase Orders shall be binding. Supplier shall assume any and all responsibility, liability etc. with respect to the sourcing of outside services and supplies necessary for performing supplies and services for us, even if Supplies has been without fault.
  3. In any and all cases where deliveries have to be accelerated due to Supplier's fault, Supplier shall assume any and all additional costs this may entail.
  4. Supplier shall inform us immediately and without any delay if and when it becomes clear that agreed delivery dates will not be met.
  5. In the event of a delay in delivery we will be entitled to our statutory rights without limitation, including the right to withdraw the order and to claim compensation instead of performance after the fruitless expiry of a reasonable extension period.
  6. Shipments must be packed in such a way that transport damage is prevented. Reusable packaging is to be taken back and collected by the supplier free of any freight charges. If the purchase price is based on the weight of the goods, the weight of the packaging (tare weight) will be deducted. The supplier will be responsible for the risk of accidental damage and loss in relation to the packaging.
  7. In the case of arrears of payment we will be liable for interest on arrears at the level of five percentage points above the base interest rate in accordance with § 247 BGB.

V. Transfer of risk

  1. Even if specific shipping has been agreed, the risk will only be transferred to us when the goods are received by us at the agreed place of delivery.

VI. Payments

  1. Unless otherwise stipulated, we pay the purchase price within 14 days deducing a 3 % cash discount, or net within 90 days after delivery and receipt of invoice.

VII. Protection of ownership and tools

  1. We reserve rights of ownership and/or copyright to the orders placed by us and any drawings, illustrations, calculations, descriptions and other documentation provided by us. Without our express consent the supplier will not have the right to make these available to third parties, or make use of or copy them either itself or through the medium of third parties. When required by us to do so the supplier must return such documentation to us in full, when it is no longer required by the supplier for normal business operations, or if negotiations do not lead to the conclusion of a contract. In this event all copies made by the supplier must be destroyed, with the exception of any information which must be retained for a specific period in accordance with statutory regulations, and of data saved for the usual backup purposes.
  2. Any tools, equipment and moulds/samples which we have made available to the supplier or which have been produced for purposes of fulfilling our orders and have been invoiced to us separately by the supplier, will remain or become our property. The supplier must make such goods identifiable as our property, look after them carefully, protect them against damage of all kinds and only use them for the purpose of the contract. The supplier must inform us without delay about any damage other than minor damage to these objects. When required by us to do so, the supplier will return these objects to us in an orderly condition, provided that they are no longer required for the fulfilment of contracts concluded with us.
  3. Tooling costs for the tools which are necessary for manufacturing the contractually agreed goods will be paid by us only after the express written approval of the initial samples. The tools become our property and may only be used for our purposes. After the production of the tools the relevant drawings will be provided to us by the supplier without being required to do so.
  4. The supplier will only be able to assert retention of title to any tools in relation to our payment obligations for specific products to which the supplier reserves the right of retention of title. In particular any extended or prolonged retention of title will not apply.

VIII. Defects

  1. We hereby undertake to check merchandise for obvious deviations in quality and quantity within a reasonable period of time. However, any such checks shall be limited to appropriate levels. Complaints shall be deemed to be in order and on time if and when presented within ten work days after delivery. Claims relating to any material defects which are not externally visible will be regarded as having been made in good time if they are reported to the supplier within 10 working days from their discovery.
  2. Supplier shall warrant and guarantee that any and all supplies conform to the state of the art, fulfil any and all pertinent legal requirements as well as regulations and standards issued by authorities, professional associations etc.
  3. Supplier shall guarantee that any and all products and packaging materials are environmentally compatible and shall assume corresponding liabilities. Furthermore, Supplier shall be liable for any and all follow-up damages from non-compliance with disposal management obligations.
  4. We shall be entitled to benefit from any and all rights to make claims for defects as defined by law. Limitation periods shall be the ones defined by law.
  5. If the supplier, in response to a claim for material defects, repairs goods, the period of limitation on claims will be resumed once more from the point in time on which the supplier has fulfilled its subsequent performance operations in full.
  6. If any defects in the goods supplied lead to expenditure such as transport, labour or material costs, the supplier will be liable for such costs.
  7. In the event a material defect should become obvious within six months after the transfer of risk, the Parties shall assume that such defect already existed at the moment of risk transfer unless any such assumption should be incompatible with the nature of the defect and/or merchandise.

IX. Recourse claims

  1. In any events where we should be obliged to take back merchandise we produced and/or sold due to defective products supplied by Supplier, and/or third parties take recourse against us because of the latter for whatever reasons, we shall reserve the right to seek recourse against Supplier; in any such cases Supplier shall be liable even for those amounts we are obliged to pay to our customers because they have claims against us for refund of their expenses, e.g. for transport, labour and/or materials.
  2. In any and all cases according to clause 1, limitation periods shall begin no earlier than two months after the moment we fulfilled all claims customers might have against us.

X. Product liability

  1. In any and all cases where Supplier is liable for a product defect, Supplier shall be obliged to indemnify us and hold us harmless against any and all possible claims by third parties.
  2. Furthermore, Supplier shall be obliged to compensate us for expenses we may occur in connection with a possible recall.
  3. Supplier shall take out product liability insurance in a reasonable amount and coverage; any further damage claims shall not be affected by this, however. With a view to coverage and validity periods, such insurance protection shall be adapted to German liability limits according to German product liability law. On request the supplier will submit to us without delay a copy of a valid certificate of insurance, together with proof that the insurance policy has been paid.

XI. Quality and protected rights

  1. Supplier shall guarantee and assume liability that any and all supplies conform to generally accepted engineering standards and safety and other regulations as well as legal provisions, including, for instance, the German occupational safety and health act ("Gesetz über die Durchführung von Maßnahmen des Arbeitsschutzes zur Verbesserung der Sicherheit und des Gesundheitsschutzes der Beschäftigten bei der Arbeit"), the German industrial safety regulation ("Verordnung über Sicherheit und Gesundheitsschutz bei der Bereitstellung von Arbeitsmitteln"), the German equipment and product safety act ("Gesetz über technische Arbeitsmittel und Verbraucherprodukte" - "GPSG") as well as their pertinent regulations and technical rules and applicable EU directives (e.g. machinery directive, low voltage directive, EMC directive), technical data the Parties agreed on (including DIN standards and/or EU standards) as well as any other mutually agreed and guaranteed characteristics, properties etc. Any and all modifications with respect to the delivery item shall require our prior permission. Other documents applicable in this context: VDA banned list and list of declarable substances. Furthermore, the supplier ensures that the goods and services supplied comply with the respective laws and regulations relating to environmental protection, electrical equipment, electromagnetism etc. and safety that apply in the country of manufacture and sale.
  2. We shall be entitled to satisfy ourselves and check on the spot whether or not Supplier's quality management systems are effective.
  3. Supplier shall commit to constantly check on the quality of his merchandise. Doing that, Supplier shall document when and how delivery items were checked as well as the results of such checks. Test documents shall be stored for ten years and shall be presented to us, immediately, at our simple request.
  4. The supplier warrants that the products supplied do not infringe the protected rights of third parties. The supplier undertakes to indemnify us against any claims which third parties may assert against us on the grounds of an infringement of industrial property rights, and to compensate us in full for all work and expenditure related to such claims. This obligation will not apply if the supplier can prove that it was not responsible for the infringement nor – subject to the application of due commercial care – could have been aware of it at the time of delivery. This is without prejudice to any further statutory rights on our part.
  5. Supply chain security: The supplier warrants that all goods which are produced, stored, transported and delivered to us and accepted by us are produced, stored, processed and shipped in secure production facilities and points of distribution, and are protected against unauthorised access during production, storage, processing, loading and transport. The supplier also warrants that such production, storage, processing, loading, transport and delivery are implemented by reliable personnel and that the data of such personnel has been checked against current EU lists of prohibited persons and organisations. In addition the supplier warrants that any business affiliates operating on its behalf are also instructed to take the necessary measures for ensuring the security of the above supply chain. The supplier gives its consent to a check of its data against current EU lists of prohibited persons and organisations.

XII. Confidentiality

  1. Supplier shall engage to treat as business secrets any and all information that is obviously not of the normal commercial and technical kind and which may be disclosed to him in the course of these business relations. It will place its own suppliers under the same obligation.
  2. Drawings, models, templates, stencils, patterns etc. shall not be abandoned to unauthorised third parties. Reproduction, duplication, copying etc. shall be admissible only within the respective frameworks of operational necessities and/or copyright laws.

XIII. Terms relating to the purchase of technical plant and machinery

  1. Any supplier of technical plant and machinery must ensure that such facilities do not consume more energy than is absolutely necessary for their use in accordance with the intended purpose. In the production of plant and machinery the most energy efficient drive systems and motors are to be used (in accordance with IEC 60034-30, e.g. valid from: 01.01.2017: the minimum is IE3 from 0.75KW) together with other active components. The total energy requirement of any such equipment shall not exceed that of comparable reference equipment of a similar type and size and/or performance.
  2. The rated power of any such equipment shall be specified to make it suitable for its intended use but not unnecessarily oversized.
  3. Any supplier of technical plant and machinery must inform us about the method of operation, necessary maintenance and repairs, and inspections which are required for the trouble-free operation of the plant and machinery in accordance with their intended purpose, and must provide the necessary documentation, e.g. maintenance instructions.

XIV. Terms relating to architectural and engineering services

  1. Any supplier of architectural and engineering services undertakes to apply only electrical equipment tested in accordance with BGV A3. The use of such equipment will be at the risk of the supplier.
  2. Any supplier of architectural and engineering services must not change our requirements in terms of energy supply, heating, ventilation and air conditioning facilities. If this is necessary for the implementation of the work involved, our written approval must be obtained first.
  3. If required to do so, the supplier of architectural and engineering services must keep the doors and windows of our premises closed during the execution of any work carried out there.

XV. REACH

  1. Supplier is reminded to fulfil information obligations according to EU regulation 1907/2006 (REACH). In view of the fact that Alligator Ventilfabrik GmbH is a 'downstream user' in this context, we depend on all such information to be provided by our suppliers. In particular, Supplier shall make sure not to provide any products whose ingredient substances are mentioned in the so-called SVHC list; otherwise any such substances must be explicitly indicated to Alligator Ventilfabrik GmbH at every delivery. The SVHC list is available under http://echa.europa.eu/chem_data/authorisation_process/candidate_list_table_en.asp). Supplier shall be sure to re-check any and all products every time ECHA issues updates of the list. In all events where Supplier's products actually contain any such ingredients, Supplier shall contact Alligator Ventilfabrik GmbH and provide for the substitution of any such substances.
  2. In any and all cases where products delivered to ALLIGATOR Ventilfabrik GmbH do contain ingredient substances mentioned in the SVHC list, it shall be indicated with each and every delivery and such indication shall contain the following product-specific data:
    • item number and denomination
    • chemical denomination and CAS number of SVHC substance
    • concentration (percent by weight) of SVHC substance
  3. Whenever Supplier does not indicate the presence of SVHC substances, we shall assume that products so delivered do not contain any SVHC substances.
  4. Herewith, we inform Supplier explicitly that any and all claims from third parties that may be rightfully brought against Alligator Ventilfabrik GmbH based on Supplier's violation of any such legal information obligations will be passed on to Supplier.

XVI. Conflict Minerals

  1. The supplier is obliged to identify the use of the so-called "conflict minerals" (tin, gold, tantalum, tungsten) in his supply chain and to ensure, by means of appropriate measures, that materials and components delivered to ALLIGATOR do not contain any conflict minerals in accordance with Section 1502 of the U.S. Federal Law “Dodd–Frank Act”.

XVII. Miscellaneous

  1. Giengen an der Brenz (Germany) shall be place of delivery / execution / fulfilment and shall be place of jurisdiction for any and all litigations that may arise in connection with this contractual relationship. Irrespective of the afore-mentioned, we shall have the right to sue Supplier at any other admissible venue.
  2. This contractual relationship shall be ruled by the laws and regulations of the Federal Republic of Germany, exclusively. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not be applicable, nor shall any other international sale-of-goods laws that may interfere. The contractual language will be German.
  3. The supplier will not have the right to assign to a third party its claims relating to the contractual relationship. This is without prejudice to the application of § 354a.
  4. If and to the extend Supplier carries out construction, installation, maintenance and/or other works on our premises within the framework of Supplier's contractual obligations, Supplier shall respect the occupational health & safety as well as fire prevention regulations for external service providers, available under www.alligatorventilfabrik.
  5. In the event any of the stipulations contained in these Terms & Conditions of Purchase should be or become void, all other clauses and stipulations shall remain unaffected thereof. For any such occurrences the Parties hereto agree and commit to replace any such void stipulation with another one that comes as close as possible to the economic effect of the voided one.
  6. Sustainability: Any and all guidelines concerning sustainability, as may be published on our website from time to time, shall be binding for all suppliers and service providers and shall be considered to be a part of this contractual relationship.
  7. The supplier will have the obligation to submit a long-term supplier declaration.

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ALLIGATOR Ventilfabrik GmbH
Richard-Steiff-Straße 4
D-89537 Giengen /Brenz 


Ph. +49 (0)7322 130-1
Fax +49 (0)7322 130-359
info@alligator-ventilfabrik.de 


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