GTC

General Terms and Conditions of Avionic Concept for deliveries and services

Status: 01.01.2017



1 Scope of application

1.1 The following General Terms and Conditions (GTC) shall apply to all contracts concluded between Avionic Concept and the Contractor for the manufacture of works and all goods ordered from the Supplier (hereinafter referred to as “Deliveries”) as well as for the performance of services (hereinafter referred to as “Services”).

1.2 The Contractor's terms and conditions shall not apply.

1.3 Deviations from these GTC and conflicting general terms and conditions of the Supplier shall not be binding on Avionic-Concept, even if Avionic-Concept does not expressly object to them. Deviations from these GTC shall only be effective if Avionic-Concept expressly acknowledges them in writing.

2 Conclusion of contract‍

2.1 Orders and commissions (hereinafter referred to as “orders”) from Avionic-Concept must be accepted by the supplier in writing within one week.

2.2 All essential order data must be included in the acceptance of the order. In particular, the exact description of the ordered goods and services, the order number as well as the order and delivery date. The supplier shall be responsible for any delays resulting from a breach of this provision by the supplier.

2.3 The supplier is not permitted to supply alternative numbers other than those approved by the manufacturer. A replacement certificate from the manufacturer is mandatory.

2.4 Additions or changes to orders require the written confirmation of Avionic-Concept.

2.5 The supplier is not entitled to subcontract to third parties without the prior written consent of Avionic-Concept. The unauthorized subcontracting of third parties shall entitle Avionic-Concept to rescind the contract in whole or in part and to claim damages.

3. documents/drafts/drawings‍

3.1 All documents and aids provided to the Contractor for the execution of an order, such as in particular drawings, illustrations, drafts, calculations, descriptions, plans, models, samples, technical specifications, data carriers, other documents, tools, parts and materials shall remain the property of Avionic-Concept and must be returned to Avionic-Concept immediately and free of charge after execution of the order without being requested to do so or must be destroyed by agreement.

3.2 The aforementioned objects and documents may only be used for the intended execution of the Avionic-Concept order.

4 Delivery and performance dates

4.1 Agreed delivery and performance dates and deadlines are binding. The receipt of the goods at the place of receipt designated by Avionic-Concept or the provision of the service at the place of performance designated by Avionic-Concept shall be decisive for compliance with a delivery date. The supplier shall notify Avionic-Concept immediately if and as soon as it becomes apparent that the delivery or performance date cannot be met. Avionic-Concept's acceptance of a delayed delivery or service shall not constitute a waiver of claims for compensation.

4.2 If the supplier is in default with the delivery or service, Avionic-Concept may claim a contractual penalty of up to 5% of the total contract amount for each commenced working day of delay. In the case of an AOG delivery, the downtime of the aircraft and the procurement of replacement aircraft can be claimed. If the corresponding reservation is omitted upon acceptance of the delivery, service or subsequent performance, the contractual penalty may nevertheless be claimed up to the final payment. Avionic-Concept is entitled to claim a contractual penalty in addition to fulfillment. Further claims and rights remain reserved.

4.3 Avionic-Concept is not obliged to accept partial deliveries or services. In the event of agreed partial deliveries, the remaining quantity still to be delivered shall be listed in the delivery bill.

4.4 The place of performance for deliveries or services of the Supplier shall be the place of receipt specified in the order. If a place of receipt is not specified and does not result from the nature of the obligation, the place of performance shall be the address of the sender of the order.

4.5 The supplier undertakes to carry out a self-assessment (Postal Audit Form) at regular intervals and to provide Avionic-Concept with the relevant operating licenses (ISO, EASA, etc.). If an operating license expires, the supplier is obliged to inform Avionic-Concept immediately.

5 Delivery

5.1 Each delivery must be accompanied by an immediately available delivery bill containing all details of the items to be delivered in accordance with the order, in particular the quantity, the Avionic-Concept article number and the order or contract number. A dispatch note must be sent to Avionic-Concept in advance by fax or e-mail on the day of dispatch at the latest.

5.2 The delivery must contain all applicable documents for the delivery of the items or service. Aeronautical materials must include appropriate documentation in accordance with EASA regulations. Materials with a limited shelf life must have a remaining shelf life of 70%. Measuring instruments must be delivered with a valid calibration protocol.

5.3 The Contractor undertakes to send suitable assembly and operating instructions with the goods, insofar as their nature gives rise to this.

5.4 Delivery shall be at the expense and risk of the Contractor. This shall also apply to deliveries to a third party designated by Avionic-Concept as the recipient.

5.5 The supplier shall pack, ship and insure its delivery properly and comply with all applicable packaging and shipping regulations. The supplier shall be liable for all damages incurred by Avionic-Concept as a result of improper or inadequate packaging, shipment or insurance.

5.6 Any additional costs incurred by Avionic-Concept due to non-compliance with the above provisions shall be borne by the supplier.

5.7 In the case of delivery without installation or assembly, the risk shall pass upon receipt of the goods at the place of receipt specified by Avionic-Concept. In the case of deliveries with installation or assembly, the risk shall pass upon acceptance at the place of installation.

6 Prices
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6.1 Unless otherwise agreed in writing, the agreed prices are fixed prices and exclude subsequent claims or price increases of any kind. They include compensation for all ancillary costs including public charges and customs duties plus VAT.

6.2 Costs for insurance shall only be borne by Avionic-Concept if this has been agreed in writing in advance.

6.3 Unless otherwise agreed, deliveries shall be made DDU, INCOTERMS 2000.

7 Terms of payment

7.1 All proper and unobjected invoices shall be due for payment within 14 days of receipt with a 3% discount or after 30 days without deduction, at the discretion of Avionic-Concept by cash payment, sending a crossed check or transfer to a bank account.

7.2 However, the payment period shall not commence before receipt of the goods or the invoice by Avionic-Concept or performance of the service by the Contractor or acceptance of the service by Avionic-Concept  

7.3 A payment period tied to the scheduled delivery/performance date shall not be affected by a premature delivery or performance by the Contractor to which Avionic-Concept has not consented.

7.4 The invoice must contain the following information: Order or contract number, details of the delivery bill or proof of performance, the quantity, the unit of quantity, the price per unit of the individual goods/service and the total price for the delivery/service.

7.5 All invoices must comply with tax requirements, in particular VAT must be shown separately. The partial or complete absence of this information shall prevent the invoice from becoming due for payment.

7.6 Freight and packaging shall only be reimbursed if this has been expressly agreed.

7.7 The invoice shall be sent in duplicate directly to the invoice address stated in the order.

7.8 Payment shall not be deemed to be an acknowledgement of proper performance. Payment shall be made subject to invoice verification.

7.9 The supplier shall not be entitled to assign its claims against Avionic-Concept or to have them collected by third parties without Avionic-Concept's written consent, which may not be unreasonably withheld. This shall not apply in the case of an extended reservation of title.

8 Travel expenses

8.1 Insofar as the reimbursement of travel expenses has been contractually agreed, corresponding receipts must be submitted to Avionic-Concept for the settlement of travel expenses. Avionic-Concept shall reimburse the travel expenses actually incurred and evidenced by corresponding receipts, provided that the costs shown in the receipts do not exceed the previously approved costs.

8.2 Travel times are not working hours and will not be taken into account as such.

9 Offsetting, retention, assignment

9.1 Without the prior written consent of Avionic-Concept, which may not be unreasonably withheld, the Contractor shall not be entitled to assign its claims against Avionic-Concept in whole or in part or to have them collected by third parties. If the Contractor assigns claims against Avionic-Concept to a third party without the consent of Avionic-Concept, Avionic-Concept shall be entitled, at its discretion, to make payment to the Contractor or the third party with discharging effect.

9.2 The Contractor shall only be entitled to set-off or retention if its counterclaim has been legally established, is undisputed or recognized by Avionic-Concept and is based on the same legal relationship.
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10 Contract term

10.1 If the contract does not provide for a specific contract term in the case of continuing obligations, the contract may be terminated by the Contractor with a notice period of three months and by Avionic-Concept with a notice period of one month to the end of a calendar quarter. Avionic-Concept is entitled to carry out partial terminations. Notice of termination must be given in writing. Dispatch by fax, e-mail or other electronic media is not sufficient to comply with the written form requirement.

10.2 A contract concluded between Avionic-Concept and the Contractor may be terminated without notice at any time for good cause. Good cause shall be deemed to exist, inter alia, if a) the other contracting party fails to meet its contractual obligations despite a reminder and a reasonable deadline; b) an application for the opening of insolvency proceedings has been filed against the assets of the other contracting party; in addition, Avionic-Concept shall be entitled to extraordinary termination if the Contractor, despite a reminder and a reasonable deadline, deploys employees who do not competently meet the requirements for satisfactory order placement.

10.3 In the event that Avionic-Concept terminates the contract, Avionic-Concept shall pay the Contractor for the services rendered up to the date of termination. Any further claims by the Contractor, in particular claims for loss of profit, are excluded.

11 Confidentiality and data protection

11.1 The Contractor undertakes to treat all non-public commercial and technical details that become known to it through the business relationship with Avionic-Concept, in particular the contents and conditions of orders, as business secrets or confidential and not to disclose them to third parties for a period of three years after the execution of the order. The Contractor is further obliged to use any data of which it becomes aware exclusively for the purposes of fulfilling the order.

11.2 The Contractor undertakes to impose the aforementioned confidentiality obligation on all its employees, agents and/or subcontractors and their employees and to take appropriate measures to ensure compliance with the obligation by employees, agents and/or subcontractors and their employees.

11.3 The Contractor shall immediately return to Avionic-Concept any system components replaced by it in the event of servicing. If the Contractor is commissioned to scrap these, the components must be processed in such a way that any information still contained on them is no longer readable. Insofar as this has been agreed with Avionic-Concept, such components shall be destroyed by the Contractor under supervision in accordance with the relevant data protection regulations.

11.4 The Contractor agrees that its data related to the Agreement may be processed by Avionic-Concept.

11.5 The non-disclosure agreement does not apply to information that was already known to the Contractor from other sources without restriction or was or subsequently became publicly accessible, unless this is due to a breach of duty by the Contractor;die was determined or found by the Contractor after disclosure independently of the disclosed information, or was lawfully obtained from another source that has the right to provide this information, or was already disclosed by Avionic-Concept to one or more third parties without restriction. The Contractor must provide proof of the existence of one of the aforementioned conditions.

11.6 When processing personal data, the Contractor undertakes to comply with the relevant data protection regulations, in particular §9 and the appendix to the BDSG. It shall also be obliged to oblige its vicarious agents and assistants to comply with data protection pursuant to Section 5 BDSG.

11.7 In the event of a breach of statutory data protection provisions and the confidentiality obligations agreed here by the Contractor, payment of a contractual penalty of € 5,000 per breach is agreed. Any further claims for damages by Avionic-Concept shall remain unaffected.

12 Liability

12.1 The Contractor shall be liable without limitation for all damage culpably caused by it or its vicarious agents and/or assistants. He shall indemnify Avionic-Concept against all third-party claims arising from a culpable breach of duty. The same applies to legal defense and prosecution costs.

12.2 Avionic-Concept and its vicarious agents shall be liable without limitation for damages resulting from injury to life, body or health if these are based on an intentional or negligent breach of duty - also by a legal representative or vicarious agent.

12.3 Avionic-Concept shall only be liable for other damages if the damages are based on an intentional or grossly negligent breach of duty, including that of a legal representative or vicarious agent.
This limitation of liability shall not apply in the event of a breach of a material contractual obligation. In the event of a negligent breach of material contractual obligations by Avionic-Concept and/or its vicarious agents, liability for financial loss and damage to property shall be limited to the amount of typically foreseeable damage.

13 Contractual penalty

13.1 If the Contractor culpably breaches contractual obligations, it shall be obliged to pay a contractual penalty of 0.5% of the order amount for each breach. In the event of continued breaches, each week or part thereof shall trigger a new contractual penalty of 0.5% of the order amount, whereby in this case the contractual penalty shall be limited to a total amount of 5% of the order amount. The contractual penalty may be claimed up to the date of payment, even if Avionic-Concept has not expressly reserved the right to do so when accepting the delayed performance. The assertion of further claims for damages shall remain unaffected. The contractual penalty shall be offset against possible claims for damages.

13.2 This provision shall not apply in the event of breaches of data protection and confidentiality. The provisions of clause 11.7 shall apply here.

14 Industrial property rights

14.1 The Contractor shall indemnify Avionic-Concept and its affiliated companies against all claims of third parties for culpable infringement of their industrial property rights through the contractual use of the products and shall defend against claims asserted by third parties at its own expense.


14.2 The Contractor shall, at its own expense, make any necessary changes to the delivery item/service due to third party property right claims that lead to a restriction of use by Avionic-Concept and its affiliated companies, or replace the challenged parts of the delivery item/service with non-challenged parts that are in principle functionally identical, or procure the necessary rights for Avionic-Concept.

15. trademark protection, naming of references

The Contractor may only use for advertising purposes or otherwise disclose to third parties (see also confidentiality obligation under Clause 11) any information obtained in the course of the performance of the order with the prior written consent of Avionic-Concept. The same applies to the use of the name or logo of Avionic-Concept. Any permission granted by Avionic-Concept may be revoked at any time.

16 Contract language, correspondence

The contract language is German. All correspondence and all other documents shall be written in German. If the contracting parties also use another language, the German wording shall take precedence.

17 Place of jurisdiction

Mannheim shall be the exclusive place of jurisdiction for all disputes arising from the business relationship. This shall also apply to disputes arising from bills of exchange and check claims.

18 Transfer of risk



The risk of accidental loss or accidental deterioration shall pass to Avionic-Concept upon delivery (unloading). Ownership shall pass to Avionic-Concept upon transfer of risk.

19 Liability for defects

19.1 The contractor warrants that the goods are suitable for the contractually intended use and have a quality which is customary for goods of the same type and which Avionic-Concept can expect according to the type of goods. In addition, the Contractor warrants that the goods have the properties that Avionic-Concept can expect on the basis of public statements made by the Contractor, the manufacturer or an assistant, in particular in advertising or in the labeling of certain properties of the item, that the delivered goods comply with the statutory and official provisions applicable to their distribution and use and that, if assembly has been agreed, this will be carried out properly.

19.2 The Contractor warrants that the goods are free of third-party rights which would prohibit or otherwise impair the intended use of the goods by Avionic-Concept or on the basis of which the intended use of the goods could be made dependent on the payment of additional remuneration over and above the agreed price of the goods. In the event that rights of this kind exist, the Contractor undertakes to indemnify Avionic-Concept against all claims asserted against it as a result, including any legal costs.
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19.3 The statutory provisions on material defects and defects of title shall apply unless otherwise agreed below.
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19.4 Avionic-Concept may, at its discretion, demand subsequent performance by remedying the defect or making a new delivery.
The Contractor shall have the right to refuse subsequent performance if it is only possible at disproportionate cost. In this case, Avionic-Concept's right shall be limited to withdrawing from the contract in whole or in part or reducing the remuneration and claiming damages after expiry of the period set for subsequent performance.

‍19.5 Avionic-Concept shall be entitled to rectify the defect itself at the Contractor's expense if there is imminent danger or particular urgency and Avionic-Concept has no opportunity to inform the Contractor before rectifying the defect itself due to the urgency and to draw attention to the threat of further damage. The additional costs shall be invoiced to the Contractor.
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19.6 Unless longer periods apply by law, claims for defects shall become statute-barred three years after receipt of the delivery at the delivery address specified in the order.
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19.7 If the order is based on a commercial transaction, the delivered goods shall be deemed approved if Avionic-Concept has not sent a notice of defects to the Contractor within 2 weeks of delivery, unless the delivery deviates so significantly from the order that the Contractor must consider approval to be excluded. This also applies to incorrect deliveries and deviations in quantity.
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19.8 Notification of hidden defects shall be deemed to have been made in good time if the defects are notified to the Contractor within 10 days of their discovery.
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20. work performances

20.1 The risk of accidental loss or accidental deterioration shall pass to Avionic-Concept upon acceptance.

20.2 The work services shall be accepted in writing.

20.3 The Contractor shall provide support services free of charge to the extent necessary to carry out an acceptance test.

20.4 If the respective acceptance has not been declared, the acceptance tests must be repeated. All acceptance tests or comprehensive parts thereof may be repeated.

20.5 If the acceptance protocol provides for an overall acceptance and this is divided into individual partial acceptances, the overall acceptance shall only be declared when all (partial) acceptance tests have been successfully completed.

21 Liability for defects

21.1 The Contractor warrants that it will perform the services and work properly, in perfect quality and on time.

21.2 The statutory provisions on material defects and defects of title shall apply, unless otherwise agreed below.

21.3 Avionic-Concept may, at its discretion, demand subsequent performance by remedying the defect. The Contractor shall have the right to refuse subsequent performance if it is only possible at disproportionate cost. In this case, Avionic-Concept's right shall be limited to rescinding the contract in whole or in part or to reducing the remuneration / compensation.

21.4 Unless a longer period is provided for by law, claims for defects shall become time-barred three years after performance / acceptance of the service.
21.5 Avionic-Concept shall notify the Contractor of any defects as soon as they are discovered in the ordinary course of business.

21.6 If the Contractor disputes the existence of a defect and Avionic-Concept commissions an expert on this basis, and if a defect actually exists, the Contractor shall bear the costs thereof.

22 Rights of use to results from services or work

22.1 The Contractor shall transfer to Avionic-Concept exclusively and for an unlimited period all copyrights and other rights of use to all services provided by the Contractor on the basis of a contract, in particular also to drafts, design proposals, etc. and all rights of use for the type and scope of the measures developed and proposed.

22.2 Both parties may freely dispose of ideas, processes, concepts and other techniques that arise in the performance of the services to be provided by the Contractor.

23. provision of services at Avionic-Concept's premises

23.1 The Contractor shall be responsible for compliance with the occupational health and safety regulations, the accident prevention regulations of the relevant employers' liability insurance association and the generally recognized safety and occupational health regulations. The Contractor undertakes to notify Avionic-Concept of the names of its employees and to ensure that they comply with the operational practices of Avionic-Concept during their work and properly complete the accounting documents provided by Avionic-Concept.

23.2 The use of tools and equipment provided by Avionic-Concept shall be at the expense and risk of the Contractor.

24 Deployment of personnel, subcontractors

24.1 The Contractor shall be responsible for the selection and deployment of personnel, as well as for supervision, management, control and remuneration.

24.2 The Contractor shall deploy qualified employees and maintain suitable availability for the term of a contract. Avionic-Concept is entitled to request the Contractor to replace personnel for good cause. Should the personnel be replaced, the Contractor shall provide Avionic-Concept with qualified personnel.

24.3 The commissioning of a subcontractor requires the prior written consent of Avionic-Concept. At the request of Avionic-Concept, unauthorized subcontractors must be dismissed within 14 days of a written request. If this deadline is not met, Avionic-Concept shall be entitled to terminate the contract concluded at any time without notice.