the purchase of products
supply agreement
schedule B
general terms for
the purchase of products
general terms for
the purchase of products
1)Scope
The general terms are applicable for any engagement or order relating to the purchase or delivery of the products.
These general terms shall prevail and supersede any contradictionary or conflicting terms as provided by the Supplier.
2)Order Processing
Any offer, purchase order, order confirmation or call-off has to be done in writing, per facsimile or per designated email system (e.g. SAP).
Any purchase order is binding and shall be deemed accepted by the Supplier if not been objected in writing within 2 days following the receipt of such purchase order. This shall also apply to call-offs.
Valeo is entitled to request for changes in the Product or in the production.
Any affiliate of Valeo is entitled to order under reference to this Agreement.
3)Confidentiality
The confidentiality agreement concluded on the enter date shall apply and shall last for 15 years following the last order under this Agreement.
4)Results
Any results, invention, know-how or information generated under this Agreement shall be exclusive property of Valeo and Valeo shall be entitled to use such without any restrictions (Freedom to operate). Parties´ existing background know-how shall not be affected.
5)Terms and Termination
This Agreement might be terminated by either party due to a material breach or other good cause shown which may impact parties´ ability to fulfill their contractual obligations properly and impact the other party´s interest in such agreement.
Any note of termination has to be done in writing. Right for termination shall also apply, in the case of any insolvency proceeding or financial illiquidity.
Consequences of Termination:
- Supplier will cancel all pending orders to its sub supplier and cancel and reject all subcontracted parts or deliveries.
6)Delay of Delivery and Risk of Supply
As far as not otherwise agreed upon by Valeo, the terms and conditions as well as the delivery date indicated in the purchase order are binding. Goods are to be sent due to DAP. Call-offs will be made with the reference to the respective scope, amount and extent of the delivery and the site to be delivered.
Supplier shall bear the risk of the supply chain. Any default of delivery, as far as not a force majeure event, shall be attributable to the Supplier. In the case of default, Supplier shall inform Valeo immediately and undertake any measure to mitigate any delay or other impact, which may harm Valeo´ production.
If the delivery date has been failed, Valeo is entitled to reject such and to claim a penalty as being standard in the industry and to be agreed upon by the Parties among the order processing.
7)Warranty
The warranty period expires 24 months following the registration of the respective vehicle but latest 36 months forward from the delivery.
8)Defective Product and Investigation
In the case of a defective product or an alleged case of a defective product, Valeo is entitled to demand upon Valeo´ own discretion, re-delivery, repair or other measures as far as reasonable.
In the case of any alleged defect, Valeo will in-
form the Supplier in order to discuss the further investigation. This applies not where urgency will force Valeo to act immediately in order to mitigate any damages. Valeo is entitled to reject the Product in subject and to procure at a second source at the choice of Valeo. The Supplier shall bear any additional cost caused by such defect.
9)ExpressedWarranties
Supplier warrants that the Product is in line with the technical specifications as listed in Schedule A and referenced under ID No.
Supplier is obliged to ensure the spare parts availability for at least 15 years after the end of the serial production of such Product.
10)Liability and Indemnifications
Supplier´s liabilities shall be governed by the applicable laws.
Supplier will indemnify Valeo, and their affiliated companies, representatives and agents against all third party claims which might be caused by Supplier´s activities under this Agreement.
11)Insurance
The Supplier has to conclude an appropriate all-risk insurance which covers any risk resulting out of Supplier´s business.
12)Assignment
Any assignment of rights and obligations is subject to the prior written approval of Valeo.
13)Force Majeure
The Parties shall not be liable in any respect for failure to perform their obligations hereunder where such failure shall have been due wholly or in part to the elements, acts of God, acts of civil or military authority or terrorism, fires, earthquakes, floods, epidemics, quarantine restrictions, war, riots, strikes, lock outs, break down, differences with workmen beyond the Parties’ control. In event of such force majeure, the Party affected thereby shall use reasonable efforts to cure or overcome the same and resume performance of its obligations hereunder.
14)Amendment
Amendments, supplements and notice to terminate the Agreement shall be in written form.
15)Validity
In case one of the provisions is or will become void or invalid the validity as a whole shall not be affected. In this case the Parties shall try to replace this invalid or void provision by another provision sticking as close as possible to the economical and intended original purpose of the former provision.
16)CISG
This Agreement shall be governed by the laws of Germany. The UNCITRAL- and UNCISG- sales right is not applicable to this Agreement.
Place of jurisdiction is Gilching or place of Supplier´s principle seat of business, at the choice of Valeo.
1of3 / As per: 07/2017