As a rule, our payments shall be made by bank transfer. We reserve the right, however, to pay by cheque, three months acceptance, or by setting off payment against counter claims. Payment discounts remain unaffected by the deduction of effected penalties, a reasonable retention sum due to deficiencies or if we set off payment against counter claims. Payment shall not constitute any waiver of our contractual or legal rights. Payment in the case of justified defects notified to the supplier shall be reserved until such are rectified by the supplier.
The legal rights of off-setting and retention shall be at our disposal to the full extent. The right of offsetting and retention shall apply without limitation to all counter claims of ours arising from the business relationship with the supplier. We shall be entitled to assign all claims arising from the contract without the consent of the vendor. The supplier shall not be entitled to assign to third parties any claims arising from the contractual relationship without our prior written consent.
Basis of the supply agreements between WEH and the supplier is the supplier being and remaining competitive concerning price, quality, innovation skills and safety.
The contractual partner of WEH is obliged, to carry out regular value analysis and identify savings potential. If there are any saving possibilities, the contractual partner is obliged to adjust the price for serial parts.
If defects become apparent before or on the passage of risk, or occur during the warranty period, then the supplier agrees to either rectify the defects or to supply a replacement, according to our choice, at his own expense. These conditions also apply to any replacements. If we demand rectification of the defect or replacement of the goods and the supplier fails to provide either of these within the set time period, then we shall be entitled to withdraw wholly or partially from the contract without setting a period of grace and without payment of damages or to demand a price reduction or to carry out the necessary rectification or reproduction ourselves or to commission such at the expense of the supplier or to claim damages for breach of contract. The same shall apply if the supplier ultimately refuses to rectify defects or to provide a replacement or if he declares himself unable to provide such within a reasonable period of time. The supplier shall be liable for assembly and disassembly costs as well as product recall costs, even if only a part of the item delivered is deficient.
In urgent cases in which we are under obligation to our own supplier and in which we are otherwise under threat of incurring disadvantages by not reacting immediately, we shall be entitled, in deviation from item 5.3. to carry out rectification measures at the expense of the supplier without the supplier being in default of rectification and without the setting of a rectification period. The supplier is under obligation to reimburse us for all rectification expenses, despite his not being in default with delivery or rectification and despite the lack of a rectification period.
Alternatively, we shall be entitled to claim a corresponding price reduction without setting a rectification period, if our supplier demands this from us.
So far as tools, models, samples, drafts and drawings etc. are made for WEH by the supplier, then WEH retains all exclusive rights to use these items including the copyright to such items. This also applies to items made by the supplier according to WEH specifications and with the aid or involvement of WEH. Regardless of the degree of involvement by WEH, WEH retains the exclusive right to use the said items
The supplier is obliged to keep all sensitive knowhow and other business and product sensitive information, obtained in the course of the business relationship, strictly confidential.
WEH’s supplier agree to treat as strictly confidential the protected documents, objects and other information and to neither copy them nor reproduce them, forward them, distribute them or to otherwise make them available to third parties and / or to provide knowledge of them to third parties without written consent of WEH.
Any use whatsoever of the protected documents, objects or other information without contractual basis and without the consent of WEH shall also be prohibited. The protected items may only be made available to those persons to whom access to the said documents is absolutely necessary for the purpose of fulfilling the contract and within the bounds of cooperation.
The supplier also agrees to treat as strictly confidential any other information marked as confidential or of an obviously confidential nature and to use such information only within the bounds of this agreement. This shall apply also after termination of the business connection. All samples, drawings and other documentation of WEH, the transfer of which bears no direct relation to the purpose of the contract, shall also remain the physical property of WEH.
WEH remains principally owner of all rights to development results, especially all rights of use and exploitation of development results, even if this only concerns product modifications. WEH is in principle prepared but is not obliged to use own patent rights for development projects. The information flow from the supplier to WEH does not constitute a claim to shared copyright of the development results.
In the event that a supplier is involved in the development of any research results, either in cooperation with WEH or by way of any other contribution, leading to any copyright and / or joint copyright with that supplier, or, as the case may be, any other industrial property rights, including any in joint ownership, the supplier shall grant WEH the exclusive, transferable and sub-licensable right of use of these development results for any type of use, without restrictions in time, content, or place, in as far as is lawful.
In particular the rights include processing, altering, translating, publishing, handling, copying and displaying. This right is valid particularly for all documentation of development results, files, all kinds of drawings, algorithms, programmes and the other know-how.
Furthermore WEH has the sole authority to register development results as patents, utility models, industrial design and trademarks in Germany and abroad.
If we should face claims from third parties owing to the fact that the goods supplied by the vendor infringe patent rights of such third parties, then the vendor shall, at our initial request, release us from any liability whatsoever, including any expenses necessarily incurred in connection with the claim and our defence against such claim.
We are not entitled to recognize the claims of third parties and/or to make agreements with the third party regarding said claims without the written consent of the vendor. The statutory period of limitation for these indemnity claims is 3 years, from the date of communication to us of such a claim by the third party, at the latest, however, 10 years from the date of delivery of the said goods.