1. These General Purchasing Terms and Conditions, as far as nothing to the contrary is agreed to in writing between NAVIGON and the Supplier (hereinafter Supplier), apply to all deliveries and services ordered by NAVIGON or an associated company (hereinafter NAVIGON). These conditions only apply to companies as defined in Section 14 of the German Civil Code.
2. By submitting an offer, by confirming an order, by accepting or carrying out an order the Supplier agrees to these General Purchasing Terms and Conditions. This only applies if NAVIGON informs the Supplier thereof in connection with a tender, an inquiry, or an order or makes them known in any other way so that the Supplier can reasonably take note of them and reckon with their application and incorporation into the contract. Such a possibility to take note and incorporation is, in particular, if NAVIGON within the context of the purchasing process refers to the printable Generell Purchasing Terms and Conditions contained on the NAVIGON website by means of a hyperlink (www.navigon.com/purchase).
3. Any deviating provisions of the General Terms and Conditions of the Supplier and of its order letter or its General Purchasing Conditions only apply if and to the extent that their application is expressly confirmed in writing by NAVIGON. This also applies if the Supplier refers to the application of its own General Terms and Conditions in the offer or order confirmation. In all other cases the incorporation and application of the Supplier's General Terms and Conditions is also expressly contradicted.
4. If any provision of these General Purchasing Terms and Conditions should become invalid for any reason whatsoever the remaining provisions remain unaffected thereby.
5. All agreements made between NAVIGON and the Supplier for the purpose of fulfilling this agreement are to be made in writing. This written form requirement may also only be waived in writing.
6. These General Purchasing Terms and Conditions also apply to all future transactions with the Supplier.
1. Offers are submitted free of charge and without obligation for NAVIGON. In the offer the Supplier has to comply with the inquiry or call for tender regarding the quantity, properties and execution and in the case of any deviation, this has to be expressly referred to. The Supplier is bound by its offer for three months.
2. Only written orders are binding. Oral agreements become valid if they are confirmed in writing by NAVIGON. Orders are to be confirmed promptly by the supplier. NAVIGON can cancel the order in writing if the Supplier has not confirmed it in writing within two weeks after receipt thereof (order confirmation).
3. In the case of an intended change in the production process of the Supplier (e.g. change of upstream supplier, change in the parts record, change in the production methods, change in the materials used, change of location etc.), NAVIGON must be informed promptly in writing regarding the relevant circumstances to enable the necessary quality assurance by NAVIGON. In addition the written permission of NAVIGON has to be obtained.
1. The delivery period stipulated in the order is binding. Any deviations in the order confirmation are only valid if NAVIGON agrees to them in writing. The Supplier guarantees strict compliance with the delivery date. If the delivery date is not met the Supplier is in default without the need for any further demand or notice of default.
The timeliness of a delivery is determined by the receipt thereof by the receiving centre stipulated by NAVIGON. The timely delivery of services is determined by the satisfactory completion and delivery of the work according to schedule.
2. If circumstances arise indicating that there will be any delay of a delivery or service, NAVIGON is to be informed immediately regarding the reasons and the expected duration. The decision of NAVIGON regarding further procedures is to be obtained. NAVIGON may either postpone the delivery date, accept partial performance or withdraw from the contract.
3. In the case of a delay in delivery, NAVIGON is entitled to claim lump sum damages in the amount of 1% but not more than a maximum of 10% of the delivery value per working day that the delivery is delayed. The Supplier is entitled to provide proof that due to the delay NAVIGON suffered no damages or substantially lower damages.
4. Furthermore, the Supplier is obliged to compensate NAVIGON for any direct or indirect damages caused by the delay, as far as the delay is due to any culpable conduct of the Supplier. In particular, upon first request the Supplier has to indemnify NAVIGON against any claims by third parties arising from contractual penalties due to a delay in performance.
5. The acceptance of a delayed delivery or service or the payment of the amount invoiced by the Supplier does not constitute a waiver of any right to claim damages.
1. If nothing to the contrary is agreed to in writing, the delivery is to be made free house. The risk is transferred when the goods are handed over to the receiving centre specified by NAVIGON. In the case of services the risk is transferred at the time of acceptance.
2. If no other agreement is reached, the costs for freight and standard packaging are to be paid by the Supplier(DDP- INCOTERMS 2000). In the case of pricing ex-works or from the warehouse of the Supplier, dispatch must be performed at the respective lowest available cost, provided that NAVIGON has not specified any specific type of transport. Additional costs incurred due to the non-compliance with the dispatch instructions are to be paid by the Supplier. In the case of pricing free consignee, NAVIGON can also determine the method of transport. Additional costs incurred for the accelerated transport of the goods which may be necessary to comply with a delivery date are to be paid by the Supplier.
3. Each delivery must be accompanied by a packing slip and delivery note containing details of the contents as well as the complete purchase order designation. NAVIGON is to be informed of the dispatch and provided with the same details without delay. In the case of deliveries from foreign territories for customs purposes the Supplier must contact NAVIGON in good time to facilitate the customs and import clearing.
4. If deliveries are made directly to a customer or sub-supplier of NAVIGON, it is to be clearly stated in the delivery note that the delivery is being made in the name of NAVIGON.
1. The agreed prices are fixed prices excluding value added tax with free delivery to point of use including packaging. If anything to the contrary is agreed, the freight and delivery costs are to be advanced by the Supplier and specified in the invoice. If the price is not fixed at the time of placing the order, it is to be provided to NAVIGON at the latest with the order confirmation. If NAVIGON does not object within 14 calendar days the price is deemed to be accepted. The agreed currency in case of any doubt is considered to be EURO.
2. If advance payments are agreed upon, then the Supplier on request by NAVIGON has to provide as security a directly enforceable guarantee by a major German Bank.
3. Invoices are to be issued without delay after dispatch of the goods for each order separately and must contain the order date, order number, price, quantity and the article-/order number. The respectively applicable turnover tax is to be specified separately. Invoices which are not properly issued are deemed not to have been issued.
4. The Supplier is to provide NAVIGON with all supporting documents (e.g. certificates of origin, certificates of exemption) which are required for obtaining customs or other benefits. Until this duty is fulfilled, NAVIGON is entitled to withhold a reasonable part of the Supplier's outstanding claims.
1. If nothing else is agreed to in writing, payments are in principal due: - within 60 days net.
2. The payment period begins as soon as the delivery or service has been rendered in full in accordance with the contractual provisions and the properly issued invoice has been received. NAVIGON is also entitled to discount deduction if NAVIGON sets off or withholds payments in a reasonable amount due to defects or refuses payment. In the last mentioned case the payment period starts after all defects have been rectified completely. If down payments or instalments have been agreed to the discount is determined for each instalment or down payment separately according to the respective due date.
3. In principal, payments do not signify recognition that the deliveries or services were in accordance with the contract nor that any rights to making warranty claims are waived.
1. The Supplier has to warrant all deliveries and performances for two years. The warranty period starts with the passing of risk. This does not apply to goods which are intended for resale to end customers of NAVIGON. With these goods the warranty period begins at the time of handing the goods over to the end customer. Section 478 of the German Civil Code applies.
2. In the event that any defects are identified before or at the time of the passing of risk or arise during the warranty period, the Supplier shall at the option of NAVIGON and at own cost either rectify the defects, or deliver defect-free new goods or services. This also applies to deliveries in which testing is limited to random checks. NAVIGON has to exercise its option reasonably.
3. If the Supplier does not rectify or respectively replace the goods or perform the service within a reasonable period of time stipulated by NAVIGON or if the attempt to rectify the defect is unsuccessful, NAVIGON is entitled:
- to completely or partially withdraw from the contract without paying compensation
- or to demand a price-reduction
- or at the expense of the Supplier to rectify the defects or obtain replacements by itself or to have this done
- or to claim damages or respectively to claim damages in lieu of performance.
The same applies if the Supplier declares that it is not able to rectify the defects, replace or perform within a reasonable period of time. NAVIGON's withdrawal does not exclude the right to claim damages.
In case of delay in delivery by the Supplier, NAVIGON is entitled to rectify the defects at the expense of the Supplier without setting a time limit in order to avoid being in delay itself or in other cases of urgency.
4. The above mentioned claims become time-barred after two years from the time that the defect is reported. Further reaching claims of NAVIGON, in particular, for compensation regarding futilely incurred processing and production costs as well as similar costs, remain unaffected.
5. Notices of defects can be submitted within one month of the performance of the delivery or service or if the defects are only established during the processing, production or putting into use, from the time of their ascertainment. For meeting the deadline the timely posting of the notice is sufficient. With the order confirmation and the application of these purchasing provisions, the Supplier waives the right to object to a late notice of defect.
6. The above provisions apply in the same way to actions for rectifying defects.
7. The Supplier bears the costs and risks for returning defective delivered items.
1. If the Supplier is responsible for any product damages and is obliged to indemnify NAVIGON against any claims from third parties upon first request. This does not apply if the Supplier presents proof that the cause does not lie within its control or organisational scope and the Supplier itself is not liable to third parties.
2. Within the scope of the Supplier's liability for damages as stated in the above Section, Supplier is obliged to reimburse any expenses which occur in connection with a product recall conducted by NAVIGON. NAVIGON will inform the Supplier concerning content and scope of a product recall - insofar as is possible and reasonable - and provide the opportunity for comment. All other legal claims remain unaffected.
3. The Supplier is obliged to take out and maintain adequate product liability insurance .If NAVIGON has any claims which go beyond the insured amount, then they remain unaffected.
The passing on of orders to third parties is not permitted without the written consent of NAVIGON and entitles NAVIGON to partially or completely withdraw from the contract and to claim damages.
1. Upon handing over of the delivery the ownership is transferred to NAVIGON; a simple reservation of title in favour of the Supplier remains unaffected. A contractually agreed pledging of the claims of NAVIGON against its customers in the scope of an extended reservation of title is excluded.
2. Materials provided to the Supplier by NAVIGON remain the property of NAVIGON and are to be separately stored, marked and administered free of charge. They may only be used for orders of NAVIGON. In the case of any decrease in value or loss, the Supplier has to provide compensation. This also applies to invoiced order-bound materials. On request a list of the materials is to be handed over to NAVIGON. Processing and alteration of the materials provided by the Supplier is done for and on behalf of NAVIGON. If the goods where ownership is retained are processed or mixed with other goods which do not belong to NAVIGON, then NAVIGON obtains the co-ownership of the new item as a proportion of the value of the item in relation to the other processed objects at the time of processing. The Supplier is responsible for the safekeeping of the new item free of charge with the diligence of a prudent businessman.
1. In the course of fulfilling the contract, the Supplier undertakes to comply with all applicable laws and regulations. The Supplier, in particular, undertakes to comply with the provisions of the Act on the Safety of Devices and Products. The delivery or service is to be performed in full compliance with the accident prevention and occupational safety and health directives as well as generally accepted rules on safety and industrial medicine, the applicable Norm, DIN, and VDE regulations and other similar requirements.
2. Electric or electronic machines, devices or any other products must be marked in accordance with the applicable provisions (such as the VDE radio suppression seal in accordance with the law on high frequency devices).
3. The Supplier, in particular, undertakes that all products which fall within the scope of the WEEE Directive and the RoHS-Directive (2002/95/EG) will be manufactured and marked in accordance with these directives and their implementation in local law. If NAVIGON is deemed to be the manufacturer in terms of the provisions, the Supplier will provide NAVIGON with all relevant information so that NAVIGON can fulfil the manufacturer's duties in place of the Supplier. The Supplier will indemnify NAVIGON from all fees, expenses, costs and damages which arise as a result of the designation as manufacturer.
4. The use of markings may not be improper or misleading and has to comply with the applicable regulations. On request by NAVIGON the entitlement to use the markings has to be established and documentation has to be made available which establish beyond doubt their justified use. The Supplier has to include any legally required protective devices in the delivery and is to be included in the agreed price.
5. Should the Supplier should contravene any of the duties in the above mentioned sections with the delivery of products, they are deemed to be defective.
6. If the Supplier has any reservations about the manner of execution requested by NAVIGON, then NAVIGON must be notified without delay.
7. The Supplier has to deliver free of charge and in a duplicatable form all the documentation required for the acceptance, operation, maintenance and repair (inspection reports, factory certification, drawings, plans, operating instructions, user guides and others).
The Supplier undertakes to treat all commercial and technical details which become known due to the business relationship with NAVIGON and are not otherwise publicly known as confidential. Drawings, models, software, designs, templates, sample packaging, ideas, concepts as well as similar samples or objects which are made available to the Supplier by NAVIGON or is paid for by NAVIGON, remain the property of NAVIGON. These may not be handed over to third parties or made accessible in any other way and may only with the prior written permission of NAVIGON be used for deliveries to third parties. Sub-suppliers are to be similarly obligated.
1. The Supplier is liable for any claims arising from the breach of any registered or awarded property rights which result from the contractually permissible use of the deliveries or services. The Supplier indemnifies NAVIGON upon first written demand from all claims arising from the use of such rights. NAVIGON is not entitled to enter into any agreement with these third parties, in particular, not to reach any settlement, without the prior written consent of the Supplier.
2. The duty of the Supplier to indemnify NAVIGON includes all costs which may arise from or in connection with the claims made by third parties including the legal costs.
3. With the supply of a work protected by property rights, NAVIGON receives from the Supplier a simple unlimited right of use for all kinds of usage.
1. The Supplier is - save the assignment of a claim for money in terms of Section 354a of the German Commercial Code - not entitled to assign its rights against NAVIGON to third parties or allow them to be recovered by third parties without the prior written approval of NAVIGON.
2. NAVIGON is entitled to set off claims that the Supplier has against NAVIGON against claims that other companies associated with NAVIGON in terms of Sections 15 ff. of the Stock Corporation Act are entitled to against the Supplier. NAVIGON is furthermore entitled to set off claims that the Supplier is entitled to against one of the afore mentioned companies against its own claims against the Supplier.
In the event that the Supplier stops making payments or insolvency proceedings concerning its assets or out of court settlement proceedings are applied for, NAVIGON is entitled to withdraw from the contract. The Supplier is obliged to inform NAVIGON regarding such circumstances without delay. If NAVIGON does not withdraw, then NAVIGON can withhold a reasonable amount, at least 5% of the payments, as security for contractual claims until the end of the contractual warranty period.
NAVIGON, in accordance with the current provisions of the German Federal Data Protection Act, is entitled to process, store, use, as well as to make available to associated companies in terms of Sections 15 ff. of the Stock Corporation Act, the data obtained in connection with the contractual relationship between the parties.
The Supplier is not entitled to use information about an intended or existing contractual cooperation for reference or marketing purposes without the prior written permission of NAVIGON.
As far as legally permissible, the place of jurisdiction is Hamburg.
The law of the Federal Republic of Germany applies to this contract and the legal relationship between the parties. The United Nations Convention on Contracts for the Sale of Goods is excluded.
Date: 01/2009