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1. General provisions 3.2.

All documents remain the sole property of the


Contractor, even if provided to the Purchaser. These
1.1. The following general terms and conditions of sale documents are to be treated confidentially and may not be
(General Terms and Conditions of Sale) apply to disclosed to third parties or used by the Purchaser for
merchants [Kaufleute] within the meaning of the German itself or for third parties without consent in writing by the
Commercial Code, legal entities under public law and Contractor. Any such documents are to be returned to the
special funds under public law (Purchaser) for all Contractor upon request.
deliveries and/or goods or services (hereinafter also
referred to as Deliveries respectively) supplied by Airbus 4. Prices
DS Electronics and Border Security GmbH (Contractor)
exclusively, unless provided otherwise in the offer or the 4.1. The prices of the Contractor are set forth in the order
order confirmation issued by the Contractor. confirmation pursuant to clause 2.2 and are ex factory. All
price indications are net of applicable statutory VAT. Costs
1.2. General terms and conditions of the Purchaser are for packaging, loading and shipment, including insurance
not accepted unless the Contractor expressly agrees to costs, are charged separately. Unless otherwise agreed,
their applicability. The General Terms and Conditions of the Purchaser shall, in addition to the agreed
Sale of the Contractor also apply where the Contractor remuneration, bear all incidental costs, e.g. travel and
provides the Deliveries without reservation in the subsistence expenses, at cost. This shall apply in
knowledge of any terms and conditions that conflict with or particular if the Contractor has assumed responsibility for
deviate from these General Terms and Conditions of Sale. installation or assembly.

1.3. Part deliveries by the Contractor are permissible 4.2. Unless otherwise agreed, clause 4.1 shall also apply
insofar as they are reasonable for the Purchaser. in relation to international deliveries. Any charges incurred
for unloading, lighterage and landing, port dues and
1.4. The Purchaser will be granted the non-exclusive right wharfage shall be borne by the Purchaser.
to use the Deliveries within the scope of the intended use
for the contractually agreed purpose. The same applies 4.3. Tariffs, consular fees and other taxes, charges, fees,
with regard to software. etc. charged under foreign regulations, as well as costs in
connection with the aforementioned, shall be borne by the
2. Formation of contract Purchaser.
2.1. Offers made by the Contractor are non-binding and 4.4. The Contractor ensures compliance with foreign
constitute an invitation to the Purchaser to place an order regulations on packaging, weighing and tariffs, provided
with the Contractor. that the Purchaser provides exact and timely written
information in this regard. Any additional costs that accrue
2.2. An order placed by the Purchaser constitutes a
in this regard shall be borne by the Purchaser.
binding offer which the Contractor is free to accept within
four weeks of receipt thereof by way of written order 4.5. If there is a period of more than three months
confirmation. The agreement takes effect upon receipt by between the formation of the contract and the Deliveries
the Purchaser of such order confirmation. and if, during this time, the cost factors for manufacturing
and/or supplying the Deliveries increase (in particular as a
2.3. Nature and scope of the Deliveries to be provided by
result of collective bargaining agreements, wage increases
the Contractor, e.g. the works to be produced and/or the
and increases of prices for materials), the Contractor is
goods to be delivered and/or the services to be provided
entitled to charge the Purchaser the thus increased prices.
shall be as per the order confirmation and any related
technical specifications. 5. Terms of payment
2.4. Unless provided otherwise, the INCOTERMS 2010 5.1. All payments are to be made by the Purchaser in
including any amendments that are effective at the time of accordance with the individually agreed payment terms in
the formation of the contract shall apply with regard to euros without any deductions.
the interpretation of customary trade terms.
5.2. Unless otherwise agreed, all payments are due as
3. Documentation follows:
3.1. Any documentation provided or made available by the 5.2.1. In relation to services:
Contractor to the Purchaser prior to the formation of the
a) For recurring services such as hotline, preventive
contract, such as drawings, sketches, indications of weight
maintenance, etc.:
or dimensions, calculations, etc. shall not become part of
14 days after invoicing;
the contract unless expressly included in the contract by
the Contractor in the order confirmation. The Contractor b) For one-off services such as training, error-related
reserves the right to change the technical concept on inspection, etc.:
which the Deliveries are based even after this point in 30 days after provision of the service and invoicing;
time, provided that the contractually agreed quality and
5.2.2. In relation to Deliveries:
specification of the Deliveries are not negatively affected
thereby.

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a) In relation to transactions with an order value of up to obligations under the contract or provide security.
50,000 euros: Following an unsuccessful expiry of such grace period the
net cash upon delivery and receipt of the invoice; Contractor may withdraw from the contract.
b) In relation to transactions with an order value in excess
6. Delivery times and terms of delivery
of 50,000 euros and a delivery term of up to three
months: 6.1. Time limits and dates for the supply of Deliveries
one-third of the order value upon formation of the (hereinafter referred to as the Delivery Times) are set out
contract, the rest upon delivery; in the order confirmation of the Contractor and shall
c) In relation to transactions with an order value in excess commence no earlier than upon receipt by the Purchaser
of 50,000 euros and a delivery term of more than three of the order confirmation. Delivery Times are deemed
months: complied with if, within the agreed delivery period or the
30 % of the order value upon formation of the contract, agreed time, the goods are ready for shipment, if the work
30 % of the order value upon expiry of the first third of to be accepted is ready for acceptance or if the service is
the agreed delivery term, ready to be performed and a notice to that effect has been
30 % of the order value upon expiry of the second third issued to the Purchaser.
of the agreed delivery term,
10 % of the order value upon delivery; 6.2. Unless otherwise contractually agreed, all deliveries
are made EXW (INCOTERMS 2010). If goods are to be
d) Insofar as the Deliveries include the installation or
shipped, any freight or packaging costs are charged
assembly of a work as well as its acceptance, the
separately. In these cases the Contractor will enter into
aforementioned provisions a) to c) shall apply with the
transport insurance at the expense and for the benefit of
proviso that delivery shall be replaced by acceptance.
the Purchaser. Any transport damage must be notified by
5.2.3. In the event that the delivery is delayed for reasons the Purchaser to the Contractor and the shipment
for which the Purchaser is responsible, the delivery is company in writing immediately upon receipt of the
deemed made upon notice by the Contractor of it being Deliveries.
prepared for shipment.
6.3. Cases of force majeure entitle the Contractor to
5.3. If, on the due date, a transfer of payments is not postpone the Delivery Time for a time equivalent to the
possible from a country out of which the payment is to be duration of the event. If the Contractor is unable to comply
effected, the Purchaser shall be obliged to deposit the with the Delivery Time as a result of such event of force
amount owed, for the benefit of the Contractor, at a bank majeure either at all or for a period lasting no less than six
in that country which is acceptable to the Contractor. If the months, the Contractor is discharged from its obligation to
Purchaser has deposited the amount in a currency other supply the Deliveries in question. An event of force
than euros and if the exchange rate changes to the majeure shall include all circumstances for which the
disadvantage of the Contractor by the time the payments Contractor is not responsible and which render supply of
are transferred, the Purchaser shall be obliged to pay the the Delivery by the Contractor commercially or legally
respective exchange loss to the Contractor. impossible or impose upon the Contractor an
unreasonable hardship, such as labour disputes (in
5.4. Payment terms are deemed met if the purchase price particular strike, lawful lockout), civil war, acts of terrorism,
has been received by the Contractor within the agreed civil unrest, natural disasters, acts of Government (e.g.
time period and the Contractor is free to dispose of the import or export sanctions), shortages of energy or raw
amount. materials and delays in supplies to the Contractor for
which the Contractor is not responsible. In the case of
5.5. If the Purchaser is in default of payment, the delays in supplies to the Contractor, the Contractor shall
Contractor is entitled to claim default interest at a rate of immediately notify the Purchaser and immediately and
8 % p.a. above the base interest rate as amended from adequately reimburse the Purchaser for any consideration
time to time. In addition, the Contractor is entitled to claim already provided by it. If the Contractor is discharged from
higher interest payments on a different legal basis and/or its obligation to supply the Deliveries that are affected by
to make a claim for any other loss. the event of force majeure, the Purchaser shall be entitled
to withdraw from the contract to this extent.
5.6. The Purchaser shall not be entitled to declare any set-
offs with counterclaims, unless such counterclaims are 6.4. The Contractors obligation to comply with the agreed
undisputed or have been upheld and declared Delivery Times requires the timely and proper
unappealable by a court of law. performance of all contractual cooperation obligations by
the Purchaser at the Purchasers expense, i.e. in particular
5.7. If, following formation of the contract, the economic the provision of all required documentation, permits and
status of the Purchaser significantly deteriorates or clearances in relation to the Deliveries as well as the
circumstances become known to the Contractor as a provision of the facilities, construction materials, raw
result of which the claim for remuneration is endangered, materials and ancillary materials, tools, skilled staff and
the Contractor is entitled to reject the performance of its support staff, energy, water, light and heating supply,
own contractual obligations until such time as the other connections as well as protective garments and
Purchaser has either fulfilled its obligations under such protective devices required for supplying the Deliveries. In
contract or has provided appropriate security for such the event that there is a delay in the performance by the
obligations. Purchaser of its obligations to cooperate which fall within
5.8. The Contractor may set a reasonable grace period its sphere, the Delivery Times for the Contractor are
within which the Purchaser must, reciprocally and deferred by a reasonable period of time which shall be not
simultaneously in exchange for performance by the less than the duration of the delay.
Contractor, at the Purchasers discretion either fulfil its

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6.5. If, upon request by the Purchaser, the Delivery Time same measures it would take to protect its own
is deferred beyond the agreed delivery date, the possessions;
Contractor will charge the Purchaser for the storage costs b) Protective clothing and protective devices that are
incurred beginning with the expiry of the original Delivery necessary due to the prevailing circumstances at the
Time; in the event of storage in the Contractors factory, assembly site.
this shall be an amount equal to 0.5 % of the total invoice
amount for each week of storage or part thereof. The c) Prior to commencement of the assembly work, the
Purchaser is free to prove that the Contractor has incurred Purchaser shall make available, of its own accord, the
fewer or no costs as a result of the storage. necessary information regarding the location of electric
power lines, gas and water pipes or similar
6.6. In the event that the supply of the Deliveries by the installations, even of those that are concealed, as well
Contractor are delayed, the Purchaser shall be entitled to as the necessary structural data.
claim damages in an amount equal to 0.5 % of the d) Prior to commencement of the installation or assembly,
remuneration owed for the delayed delivery/performance the provisions and equipment necessary for the
for each complete week of such delay, however no more commencement of the work must be available at the
than 5 % of the contractually agreed total remuneration, assembly site and all preparatory work must have
unless the Contractor proves that the Purchaser has advanced to such a degree as to allow the assembly to
suffered less or no damage. Any further liability of the commence as agreed and be carried out without
Contractor for delay is excluded, subject to the provisions interruption. Access roads and the assembly site must
of clause 13. have been levelled and cleared.
7. Passing of risk 8.2. If assembly and commissioning are delayed due to
circumstances for which the Contractor is not responsible,
7.1. The risk shall pass to the Purchaser once the the Purchaser shall bear the reasonable costs for any
Deliveries have left the Contractors factory; this shall waiting times and necessary additional journeys by staff of
apply even if partial deliveries are made in which case the Contractor and the Contractors vicarious agents.
the risk shall pass to the Purchaser for the part in question
or if the Contractor has taken on other commitments, 8.3. The Purchaser shall, without delay, notify the
e.g. the delivery, installation, assembly or payment of the Contractor on a weekly basis of the hours worked by the
shipping costs. assembly staff and of the completion of assembly or
commissioning.
7.2. If the shipping of the Deliveries is delayed for reasons
that the Contractor is not responsible for, or if the 8.4. If, upon completion, the Contractor requests
Purchaser is in default of acceptance for any other reason, acceptance of the Deliveries, the Purchaser shall undertake
then the risk passes to the Purchaser as soon as the delay this within two weeks. If the Purchaser allows a period of
commences. The Contractor is entitled to store the items two weeks to elapse or if the Deliveries have been put to
to be delivered and take out insurance against storage use if applicable, after an agreed test phase has expired
risks at the expense of the Purchaser. acceptance shall be deemed to have occurred.
7.3. The foregoing provisions shall not apply if pricing 9. Equipment provided by the Purchaser
terms have been agreed in relation to which the
INCOTERMS 2010, including any amendments that are All equipment necessary for the performance of the
effective at the time of the formation of the contract, contract shall be provided by the Purchaser at its own
provide for a different rule on the passing of risk. expense in a timely manner and free of any faults.

7.4. If the Purchaser is in default with accepting Deliveries 10. Retention of title
or if the Purchaser returns the items delivered without
being entitled to do so, the Contractor may claim damages 10.1. The Contractor reserves the following securities until
following expiry of a reasonable cure period granted to the such time when all claims to which the Contractor is
Purchaser. Such claim for damages is limited in value to entitled from the entire business relationship with the
20 % of the net contract value, unless the Contractor Purchaser are fully settled. These securities shall be
proves damage in excess of such amount or the released on a pro-rata basis, at the choice of the
Purchaser proves that less damage or no damage at all Contractor, once their realisable value exceeds the
has been suffered by the Contractor. Contractors claim against the Purchaser by more than
20 % for more than a transitional period. In the event of
8. Installation and assembly running accounts the securities serve to secure the net
claim of such running accounts.
Unless otherwise agreed in writing, the following shall
apply in relation to installation and assembly: 10.2. Unless otherwise agreed, the Deliveries remain the
property of the Contractor until the complete fulfilment of
8.1. The Purchaser shall, at its expense, take on and all payment obligations. The Purchaser is not entitled to
provide the following in good time: pledge the Deliveries or transfer title therein for the
purpose of security. If a third party nevertheless acquires
a) In addition to its obligations pursuant to clause 6.4, at any rights in the Deliveries, the Purchaser hereby assigns
the assembly site adequately sized, suitable, dry and in advance any and all rights resulting therefrom to the
lockable rooms for the storage of equipment, materials, Contractor. The Contractor hereby accepts such
tools, etc. and suitable work and break rooms including assignment. The Purchaser shall immediately notify the
sanitary facilities appropriate in the circumstances for Contractor if, in relation to the Deliveries, there has been a
the assembly staff; apart from that, in order to protect pledge, an attachment or any other disposition on the part
the possessions of the Contractor and the assembly of a third party.
staff at the assembly site, the Purchaser shall take the
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10.3. The Purchaser shall exercise due care in handling businessman. The item created by way of processing,
the Deliveries that are subject to retention of title and shall transformation or combination shall be subject to retention
properly maintain them. In particular, the Purchaser shall of title.
insure them at its own expense against fire and water
damage, other damage, theft and destruction in an 10.8. If the retention of title in the aforementioned form is
amount equal to their replacement value. The Purchaser not valid according to the laws of the country of
hereby assigns in advance any and all claims under the destination, the Purchaser shall cooperate to ensure the
insurance contract to the Contractor. The Contractor establishment of an equivalent security interest according
hereby accepts such assignment. The Contractor is to the provisions of said country in favour of the
entitled to request that the Purchaser provide appropriate Contractor.
documentation evidencing the existence of the insurance
11. Purchasers remedies in case of defective goods
coverage.
11.1. In order to determine any defects, the Purchaser
10.4. The Purchaser is entitled to resell the Deliveries
shall examine the Deliveries immediately upon delivery
supplied by the Contractor in the ordinary course of
and, if an obvious defect is present, shall notify the
business. Any claims arising from such resale of
Contractor thereof in writing within two weeks. Any non-
Deliveries are hereby assigned by the Purchaser in
obvious defects of the Deliveries shall be immediately
advance to the Contractor. The Contractor hereby accepts
notified by the Purchaser to the Contractor, and in any
such assignment. However, the assignment shall only
event no later than one year following delivery. If the
apply up to an amount equal to the value of the resold
Purchaser fails to comply with the aforementioned
Deliveries as invoiced by the Contractor. The part of the
preclusive periods, the Deliveries are deemed accepted
claim assigned to the Contractor has priority over and
with the result that the Purchaser looses its rights based
above the remainder of the claim.
on defects as per clauses 11.2 and 11.4.
10.5. As long as the Purchaser complies with its
11.2. If Deliveries prove to be defective due to
contractual obligations vis--vis the Contractor in the
circumstances present prior to the passing of risk, the
proper form, the Purchaser shall be entitled to collect the
Purchaser shall be entitled to claim supplementary
claims that have been assigned to the Contractor for the
performance, i.e. it may claim, at its discretion, that the
purpose of security. Upon request of the Contractor, the
Contractor rectify the defect or deliver an item free from
Purchaser shall disclose the retention of title to the third-
defects. The Contractor shall be granted a reasonable
party buyer and to hand over any documentation
period of time to effect this.
necessary for the Contractor to assert its claims and to
provide any necessary information. All costs related to the 11.3. The Contractor may make the supplementary
collection of the claims by the Contractor and to possible performance dependent upon payment by the Purchaser
interventions shall be borne by the Purchaser. of a reasonable part of the remuneration taking into
10.6. In the event that the Purchaser is in default with all account the nature of the defect. The Contractor is entitled
to reject supplementary performance if this can only be
or part of its payment obligations, or if the Purchaser is
accomplished at an unreasonable expense.
overindebted or has ceased to make payments, or if an
application for insolvency proceedings has been made or 11.4. If supplementary performance undertaken by the
should have been made, the Contractor is entitled to Contractor has failed twice, if the Contractor rejects to
withdraw from the contract and to claim that all Deliveries undertake such supplementary performance, or if the
still subject to retention of title be returned and to Contractor fails to provide such supplementary
immediately take possession of such Deliveries. The performance within a reasonable cure period set by the
Contractor may also immediately assert its further rights Purchaser, the Purchaser shall be entitled to reduce the
under the retention of title; the same applies in the event purchase price or to withdraw from the contract and to
of any other material deterioration of the economic claim compensation for futile expenses or damages in lieu
circumstances of the Purchaser. The Purchaser shall of performance. The Purchaser shall not be entitled to
grant access to all of its business premises to the withdraw from the contract or to claim damages in lieu of
Contractor or its appointees during normal business hours. performance if the defect of the item is merely
The Contractor is entitled to realise the Deliveries with the unsubstantial.
due diligence of a prudent businessman and to satisfy its
claims out of the proceeds from such realisation with the 11.5. The Purchaser shall have no rights in relation to
Contractors open claims being reduced by the amount of such defects that are, for example, caused by improper
such proceeds. Any retention rights of the Purchaser are storage, operation, maintenance or excessive use of the
explicitly excluded. contractual item, or as a result of the use of unsuitable
means of operation, construction work and building
10.7. In the event that the Purchaser processes the ground, or from improper modifications or repair works or
Deliveries or transforms or combines these with other from the damaging of seals of the Deliveries or otherwise
items, such processing, transformation or combination as a result of a violation of contractual provisions and
shall occur for the benefit of the Contractor. The product specifications by the Purchaser or by a third party.
Contractor shall become the direct owner of the items
resulting from such processing, transformation or 11.6. Any claims of the Purchaser for defects of the
combination. Should this be impossible for legal reasons, Deliveries shall become time-barred one year after the
the Contractor and the Purchaser agree that the delivery of the item. This period shall not apply if longer
Contractor shall at all times of the processing, periods of time are required by law with respect to defects
transformation or combination become the owner of the in buildings and construction defects or in the event of
new item. The Purchaser shall store the new item for the intent, fraudulent concealment or failure to comply with a
Contractor while exercising the diligence of a prudent quality guarantee.

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11.7. The rights of the Purchaser for defective services this does not exceed 2,500,000 euros, and for a contract
shall become time-barred six months after performance of value in excess of this, liability is limited to a maximum
such services. Any claims for damages shall be based on amount of 500,000 euros.
clause 13. Apart from that, the statutory provisions shall
apply. 13.4. Any liability for indirect and unforeseeable damage,
for production downtime and loss of use, lost profits, lost
11.8. Unless otherwise agreed, the Contractors obligation savings and economic loss due to third-party claims are
to supply the Deliveries free from any industrial property excluded in the event of simple negligence, unless the
rights and third-party copyrights (hereinafter referred to as conditions for liability under clause 13.2 are met.
Intellectual Property Rights) shall be limited to the
country of delivery. If a third party asserts any legitimate 13.5. Any further liability other than that provided in these
claims against the Purchaser for the infringement of General Terms and Conditions of Sale is excluded,
Intellectual Property Rights by the Deliveries, the regardless of the legal basis of such claim.
Contractor shall be obliged within the time limit set out in
13.6. The limitations and exclusions of liability pursuant to
clause 11.6, at its expense, to remedy this defect in title by
clauses 13.2, 13.3 13.4 and 13.5 shall not apply to any
creating a condition which no longer infringes the
strict liability prescribed by statute (such as the German
Intellectual Property Rights. The Contractor shall be
Product Liability Act [Produkthaftungsgesetz] or to any
granted a reasonable period of time to effect this. If this is
liability under a guarantee given irrespective of the party at
impossible for the Contractor under reasonable conditions,
fault.
the Purchaser shall have the statutory rights of withdrawal
or payment reduction. 13.7. If the liability of the Contractor is excluded or limited
Any claims for damages shall be based on clause 13. pursuant to clauses 13.2, 13.3, 13.4 and 13.5, this also
The liability pursuant to clause 11.8 only applies, however, applies to the personal liability of the Contractors
if the Purchaser immediately notifies the Contractor of employees, staff members, representatives or vicarious
such claims in writing, if it does not acknowledge them and agents.
if the Contractor retains the right to carry out all defensive
14. Reservation of performance
measures and negotiations.
Claims of the Purchaser shall be excluded if it is 14.1. The performance of the contract shall be subject to
responsible for the infringement of Intellectual Property the reservation that there are no impediments as a result
Rights or has caused such infringement by giving specific of German, US or other applicable national, EU or
instructions or by using the Deliveries in a way that had international provisions under foreign trade legislation and
not been agreed or that lies outside the intended use, or if no embargoes or other sanctions.
it has caused such infringement by modifying the
Deliveries or using them together with products that have 14.2. The Purchaser shall procure all information and
not been supplied by the Contractor. documents necessary for the export, shipment and/or
import of the Deliveries.
11.9. In the event of other defects in title the provisions in
clause 11 shall apply mutatis mutandis. 15. Final provisions

11.10. Any more extensive or different claims than those 15.1. The business relations between the Contractor and
under this clause 11, which may be brought by the the Purchaser shall be governed and construed
Purchaser against the Contractor or the Contractors exclusively in accordance with the law of the Federal
vicarious agents and which may be based on a defect in Republic of Germany. The application of the provisions of
title, shall be excluded. the UN Convention on the International Sale of Goods
(CISG) shall be excluded.
12. Taking delivery
15.2. Payment obligations of the Purchaser shall only be
The Purchaser must not refuse to take or accept deemed met once full payment has reached the account
Deliveries due to minor defects. designated by the Contractor in the respective invoice.

13. Liability 15.3. The exclusive legal venue for all disputes arising
from the business relationship shall be Munich, Germany.
13.1. The Contractor is liable without limitation in the event
of intentional acts and gross negligence. 15.4. Any amendments to or modifications of the contract
or any ancillary agreements must be made in the written
13.2. The Contractor is liable for simple negligence form in order to be legally effective. The same shall apply
except in the case of injury to life, limb or health only if to a waiver of this written form requirement.
material contractual obligations are breached with liability
being limited to damage that is foreseeable and typical for 15.5. Should any of the above provisions be or become
the contract in question. Material contractual obligations invalid, the validity of the remaining provisions shall not be
are deemed to be such obligations whose fulfilment is affected. The parties shall immediately replace the invalid
crucial for the proper performance of the contract and on provision by such valid provision which, in factual, legal
the fulfilment of which the Purchaser will and may rely on and economic terms, most closely reflects the General
as a matter of course. Terms and Conditions of Sale in their entirety and the
contractual arrangements.
13.3. Liability under clause 13.2 is limited to an amount
not exceeding 20 % of the net contract value provided that

Airbus DS Electronics and Border Security GmbH General Terms and Conditions of Sale, effective date 02/2016

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