Version December 2020
All purchase orders issued by ATS Automation Tooling Systems GmbH and its affiliated companies and/or group companies (“ATS,” “we,” “us”) are based exclusively on the following terms and conditions. Any terms and conditions used by the supplier are excluded, even if we do not expressly object to them. Deviations or additions proposed by the supplier are effective only if expressly confirmed by us in writing and apply solely to the specific transaction for which they were agreed. Within an ongoing business relationship, the following terms and conditions shall also apply to future contracts even if their applicability is not expressly reiterated.
II. Offer, Purchase Order, Conclusion of Contract
1. When submitting quotations, the supplier must adhere to our inquiry. Any deviations—particularly if the supplier cannot fulfill one or more points of our inquiry—must be explicitly highlighted.
2. We retain all ownership and intellectual property rights to illustrations, calculations, and other commercial or technical documents. The supplier may not make these available to third parties without our prior express written consent. They may be used exclusively for fulfilling the purchase order and must be returned to us without request once the order has been completed.
3. Purchase orders are valid only if issued by us in written form. Preliminary verbal or telephone orders become binding only upon issuance of written confirmation. If the price has not been determined at the time of our order, it must be communicated to us no later than with the order confirmation. In this case, the contract is concluded only if we do not object within a reasonable period after receipt of the order confirmation.
4. The supplier must promptly confirm acceptance of our purchase order in writing, stating the delivery date and price, and referencing our purchase order number. All correspondence shall be conducted with our ordering procurement department. Employees of other departments have no authority to place or change orders or contracts. Agreements with such employees require written confirmation by the ordering procurement department unless authority is documented in the commercial register.
5. If the supplier confirms our order with deviating terms, then—if the contract is nevertheless deemed concluded—only statutory provisions shall apply.
6. Compensation for costs related to technical or commercial quotation preparation, including costs for technical tests, engineering efforts, or meetings, may be claimed only if explicitly agreed with us in advance. This applies even if the supply contract is not concluded.
III. Prices
1. All prices are fixed prices for the entire contractual execution period. Prices are net; applicable VAT must be shown separately.
2. If no price is stated in our order and no explicit price agreement exists, the price last charged by the supplier for the same or comparable goods or services shall apply.
3. Price lists apply only if a continuous business relationship exists and the price list was provided to us within the last 3 months before the order. Otherwise, standard industry average prices are deemed agreed.
4. Where price lists apply, only the prices in the most recently communicated price list may be charged unless the supplier explicitly and in writing informed us of a price change prior to our order.
5. Unless otherwise agreed in writing, prices include freight, transport, packaging, customs, taxes, and insurance to the delivery address specified by us. If we request express shipment, the supplier may charge us only the additional cost compared to normal freight. If “ex works,” “ex warehouse,” or similar terms are exceptionally agreed, we shall bear only the cost of the most economical shipping method and route; all costs incurred up to handover to the carrier, including loading and handling, shall be borne by the supplier.
6. We do not agree to price-adjustment or price-escalation clauses. “Day rate pricing” is acceptable only if the price of the goods is industry‑standard dependent on stock exchange quotations (e.g., metals) or other indices.
7. We retain statutory rights of setoff and retention.
IV. Invoicing, Payment Terms, Setoff
1. Invoices must be sent separately, including a clearly marked duplicate, and must reference our file mark, purchase order number, and purchase order date. All invoices must comply with legal requirements, particularly VAT regulations.
2. Unless otherwise agreed, payment will be made, at our option, within 14 days with a 3% discount or within 90 days net, calculated from receipt of complete performance. If we receive the invoice after delivery or the supplier indicates a later date as the start of the payment period, the payment term begins on the date of invoice receipt or the date indicated by the supplier.
3. The agreed discount may be claimed even if we set off claims or make legitimate deductions or retentions.
4. Payments are made subject to correction or recovery if calculation errors or objections arise afterward, and subject to proper receipt of goods. Payment does not constitute acceptance of delivery or performance as contractual.
5. We may set off supplier claims against our own claims or claims assigned to us by affiliated companies, even if such counterclaims are not yet due.
V. Delivery Dates and Deadlines
1. Delivery dates and deadlines stated in our order are binding. Delivery periods begin on the date of our purchase order. The delivery date is the date the goods are received by us or at the designated delivery address; for services, it is the date of acceptance.
2. If no delivery period is agreed, performance must be rendered immediately unless circumstances indicate otherwise.
3. The supplier must notify us in writing without delay if circumstances arise indicating that the delivery deadline cannot be met. This applies even if the supplier is not responsible for the delay. Our rights and claims regarding delay remain unaffected.
4. In the event of delay, we may charge a contractual penalty of 0.3% of the delivery value (excluding VAT) for each working day commenced, up to a maximum of 5%. We may claim the penalty in addition to performance. If we do not reserve the penalty upon receipt of goods or acceptance, we may still claim it up until payment. Further claims, including damages, remain reserved. The penalty is credited toward any damages.
5. In case of delay, the supplier must ship the goods via the fastest possible method; any resulting additional costs shall be borne by the supplier.
6. If the supplier cannot meet the delivery date for reasons attributable to the supplier, we may withdraw from the contract if the anticipated duration of delay is unacceptable to us or if the uncertainty of the delivery date eliminates our interest in performance.
7. Liability limitations by the supplier regarding delivery delay are expressly rejected.
VI. Transfer of Risk, In‑House Performance, Partial Deliveries, Packaging
1. Shipment must be reported to our ordering department no later than upon dispatch of the goods by submitting a shipping notice.
2. Risk transfers to us only when the delivery arrives at the destination specified in the purchase order. If acceptance is agreed, risk transfers only upon acceptance at our facility or designated receiving point.
3. The supplier must perform the order personally and is not entitled to pass it on to third parties or engage subcontractors without our prior written consent.
4. Each delivery must include a delivery note in duplicate.
5. Shipping notices, delivery notes, freight documents, and package labels must state our shipping address, purchase order number, and order date.
6. The supplier must ensure at its own expense that the shipment risk is fully covered by insurance.
7. Partial deliveries or partial services require our express written consent. For agreed partial deliveries, the supplier must indicate the remaining quantity each time.
8. The goods must be properly packaged. Packaging must comply with all technical, legal, and regulatory requirements. The supplier must take back all packaging materials, including transport packaging, at the delivery location during normal business hours at its own expense. Further obligations follow applicable legal regulations.
9. If we exceptionally reimburse packaging costs, we may return packaging in good condition carriage paid for a refund of two‑thirds of the invoiced packaging cost.
10. Non‑conforming deliveries may be returned at the supplier’s expense and risk.
VII. Retention of Title
Title to the goods passes to us upon delivery. Any retention of title, particularly extended or prolonged retention of title, is excluded.
VIII. Incoming Goods Inspection and Notification of Defects
1. The supplier must inspect goods prior to shipment to ensure conformity with specifications and freedom from defects. If goods are shipped without such inspection, the supplier may not rely on Section 377 of the German Commercial Code (HGB).
2. At goods receipt, we are only required to inspect for obvious identity or quantity discrepancies and visible transport damage.
3. Deliveries of large quantities of identical parts, particularly small supplied parts, are inspected by statistical sampling per ISO 2859 and ISO 3951. If the quality limits are deemed insufficient, we may either inspect all parts at the supplier’s cost or return the entire shipment without further inspection. The supplier bears all resulting costs.
4. Obvious defects must be reported within 10 working days of receipt. For all other defects, notification is timely if made within 10 working days of discovery.
5. In ongoing business relationships and where goods have been initially tested and approved, the supplier must notify us in writing of any product changes without being asked. Upon any change in production conditions (e.g., tools, machinery, processes), the supplier must inspect the goods for deviations and notify us in writing. This is particularly relevant for electronic components, control units, and sensor-related supplies. If the supplier fails to notify us, Section 377 HGB does not apply even if the changed condition results in a defect.
6. Even if defect notification is delayed, we retain all statutory claims for damages.
7. If repeated or additional inspections become necessary due to defects, the supplier must bear all related material and personnel costs unless the supplier is not responsible for the defect.
IX. Quality Standards and Quality Assurance
1. All goods must comply with the specifications, drawings, and details in the purchase order; all applicable legal requirements; safety rules; relevant regulations of trade associations, authorities, and TÜV; the latest VDI guidelines and sub‑groups; and the applicable national and international standards (e.g., DIN, CEN, ISO).
2. At our request, the supplier must provide samples, test pieces, data sheets, and/or certificates of origin. Properties of samples and test pieces, as well as information in data sheets and factory certificates, constitute warranted characteristics. The supplier must perform all inspection and control processes required to ensure production reliability and conformity with warranted characteristics and provide evidence upon request. The supplier agrees to enter into a quality assurance agreement with us if requested.
3. Deviations from regulations, standards, and technical norms require our prior written approval, even if alternative execution offers equal safety. Approval does not release the supplier from responsibility for proper and suitable performance.
4. If we request a specific execution method, the supplier must notify us immediately in writing of any concerns. Failure to notify results in full liability for conformity and fitness.
5. For components provided by us or third‑party items added at our request, the supplier must inspect suitability and notify us of any concerns. Failure to comply results in liability as above.
6. The supplier must notify us in writing at least six months prior to changes in production processes, production location, or material composition. Upon request, the supplier must provide all necessary information.
7. We may, upon prior notice and during normal business hours, audit the supplier’s compliance with this Section and with ATS’s Global Supplier Quality Manual. We will reasonably consider operational and confidentiality requirements.
X. Guarantee and Warranty
1. The supplier guarantees—under an independent guarantee declaration—and warrants that goods are free from defects impairing their value or fitness. The supplier especially guarantees conformity with agreed specifications or approved samples, suitability for contractual and ordinary use, compliance with recognized engineering standards, applicable public-law requirements, and safety, labor, and accident‑prevention regulations.
2. If goods are defective, we may assert rights from both the independent guarantee and statutory warranty, and we may choose the method of remedy. After expiration of a reasonable cure period, refusal of cure, or failure of cure (failure occurs after two unsuccessful attempts), we may remedy the defect ourselves or through third parties at the supplier’s expense and risk.
3. The supplier is fully liable under statutory provisions. We do not accept any limitation of liability, whether concerning fault standards, liability scope, or liability amount.
4. The supplier is also liable for the fault of its subsuppliers.
5. The warranty period for movable goods is four years unless a longer statutory period applies, particularly:
a) if goods are intended for storage rather than immediate use and the supplier is aware of this;
b) for complete assemblies typically tested only during commissioning at the end customer.
6. For machinery, equipment, and systems intended for our production, the warranty period begins only after commissioning and acceptance following the agreed trial operation. Unless otherwise agreed, the trial period is two months.
XI. Product Liability, Indemnification, Liability Insurance
1. If the supplier is responsible for a damage event for which we are liable to third parties, the supplier must indemnify us upon first request to the extent that the cause lies within its manufacturing or organizational responsibility. The supplier must also inform us of risks arising from improper use.
2. The supplier must reimburse all expenses arising from any recall or replacement actions conducted by us. We will inform the supplier of planned measures where feasible and reasonable and allow comment.
3. The supplier must maintain product liability insurance with coverage of €10 million per incident for personal and property damage combined, as well as appropriate coverage for financial losses.
4. Our statutory claims exceeding the insurance obligation remain unaffected.
XII. Production Equipment, Drawings, Parts
1. All production equipment, drawings, and parts provided to the supplier—particularly tools—remain our property. The supplier must use them exclusively for manufacturing goods ordered by us and insure them at replacement value against fire, water, and theft at the supplier’s own expense.
2. The parties agree that ownership of all production equipment, particularly tools, manufactured by the supplier on our behalf transfers to us once we have paid the agreed manufacturing costs. If we only contribute a portion of the tooling costs, the supplier hereby grants us co‑ownership corresponding to that portion. Custody of the production equipment manufactured for us is agreed at this point.
3. Until the order is fully completed, the supplier must store production equipment for us free of charge. Afterward, it must be returned to us at no cost.
4. Products manufactured according to documents or specifications provided by us or using our processes may not be used by the supplier nor offered or supplied to third parties.
5. For drawings and documents created by the supplier according to our specifications, ownership is transferred to us, and the supplier shall store such documents on our behalf.
6. The supplier is liable for all damages resulting from improper handling of parts we have provided.
XIII. Confidentiality
1. All business or technical information made accessible by us remains our exclusive property and must be kept confidential from third parties, used solely for performing the contract, and disclosed within the supplier’s organization only to individuals who must access such information for contract performance and who are also bound by confidentiality.
2. We retain all rights in such information, including copyrights and rights to register industrial property rights (patents, utility models, etc.).
3. Upon our request, all information (including copies or records) and loaned items must be returned immediately and completely or destroyed irretrievably unless statutory retention obligations apply. The supplier may assert a right of retention only for undisputed or legally established claims.
4. If the supplier provides goods, tools, or documents to third parties (e.g., subcontractors) with our approval, the supplier must impose the same confidentiality obligations on them.
5. The supplier is liable for all damages arising from any breach of the above confidentiality obligations.
XIV. Third‑Party Intellectual Property Rights
1. The supplier grants us all rights and licenses required to use and distribute the supplied products or services and to exercise our rights under the purchase order.
2. The supplier warrants that the goods are free from third‑party intellectual property rights—particularly patents, copyrights, personality rights, and trademarks—that could impede or restrict contractual or ordinary use.
3. If third parties assert claims preventing us or our customers from using the goods as contractually intended, we will notify the supplier. The supplier must, at its own expense and at our choice:
(a) procure the necessary rights for us and/or our customers; or
(b) modify the goods so they are free of third‑party rights without impairing agreed characteristics; or
(c) replace the goods with equivalent goods that do not infringe third‑party rights.
4. The supplier must indemnify us upon first request from any third‑party claims arising from existing intellectual property rights. The supplier’s indemnification obligation includes all expenses incurred by us in connection with such claims.
5. If third‑party claims are asserted against us, the supplier must assist us in defending these claims at the supplier’s own cost, including providing all documents and information required.
6. Warranty under Section X and liability under Section XI remain unaffected.
XV. RoHS Compliance, REACH, and Conflict Minerals
1. The supplier must ensure compliance with all applicable statutory, regulatory, and other requirements relating to each delivered item, including safety and environmental protection provisions and regulations for transport of hazardous materials. Goods must be labeled in accordance with applicable European regulations for hazardous substances and preparations.
2. Electrical and electronic equipment and components must comply with global restrictions on hazardous substances, such as EU Directive 2011/65/EU (RoHS), including all implementing laws and regulations. The supplier must provide a written declaration of conformity at our request. Electrical and electronic products must bear the “crossed‑out wheeled bin” symbol per EU Directive 2012/19/EU (WEEE). In case of violations, the supplier bears the cost of any inspection carried out by us.
3. The supplier must also comply with the European Regulation 1907/2006 (REACH) concerning registration, evaluation, authorization, and restriction of chemicals. The supplier must provide all necessary product information regarding the presence of hazardous substances under Titles IV, V, and VIII in conjunction with Annex XIV.
4. The supplier must identify any use of “Conflict Minerals” (tin, gold, tantalum, tungsten) in its supply chain and ensure through appropriate measures that minerals and components supplied to us do not contain Conflict Minerals as defined in Section 1502 of the U.S. Dodd‑Frank Act.
XVI. Retention and Setoff Restrictions, Assignment
1. In the event of defective delivery or performance, we may withhold our payment in full unless good faith requires otherwise.
2. Assignment of claims against us requires our written consent unless the claim concerns payment of money.
3. We expressly reject any limitation of our statutory setoff and retention rights.
XVII. Place of Performance, Jurisdiction, Final Provisions
1. Amendments and additions to the contract must be in writing. This also applies to any waiver of the written‑form requirement.
2. The place of performance for deliveries is the delivery address specified in the order; the place of performance for payments is our respective location as stated below.
3. The parties agree that the exclusive place of jurisdiction for all disputes arising out of or in connection with this contract is the location of the ATS entity entering into the contract. However, we may also assert claims at the supplier’s general place of jurisdiction.
4. If individual provisions of these Purchasing Terms or of the contract based on them are invalid, the remaining provisions remain effective. If part of a clause is invalid but separable from the rest, the remainder stays effective. The parties must replace invalid clauses with provisions that most closely reflect the economic purpose of the invalid provision. The same applies to contractual gaps.
5. The supplier is informed and agrees that all supplier‑related data, including personal data within the meaning of data protection law, may be stored within our electronic data processing systems. The supplier ensures that any necessary employee consents have been obtained.
6. All legal relationships arising from or in connection with this agreement are governed exclusively by the laws of the Federal Republic of Germany, excluding conflict‑of‑law provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
Stutensee, March 2026
IWK Verpackungstechnik GmbH
Lorenzstraße 6
76297 Stutensee, Germany
T +49 (0) 7244‑968‑0
info@iwk.de
www.iwk.de
