T +49 7520 91495-0M info@pre-form.de

§ 1 General – Scope of Application

  1. Our terms and conditions of purchase apply exclusively; We do not recognise any terms and conditions of the supplier that are contrary to or deviate from our terms and conditions of purchase, unless we have expressly agreed to their validity in writing. Our terms and conditions of purchase shall also apply if we accept the supplier's delivery without reservation in knowledge of the supplier's terms and conditions that conflict with or deviate from our terms and conditions of purchase.
  2. All agreements made between us and the supplier for the purpose of executing, amending, terminating or supplementing the supply contract require unilateral written declarations.
  3. All agreements entered into between us and the Supplier for the purpose of executing this Agreement shall be set forth in writing in this Agreement.
  4. Our terms and conditions of purchase only apply to entrepreneurs in accordance with § 310 para. 1 BGB.

  5. Our terms and conditions of purchase apply in the present version from 1st february 2025.

     

§ 2 Offer – Offer Documents

  1. We reserve the right of ownership and copyright to illustrations, drawings, calculations and other documents; they may not be made available to third parties without our express written consent. They are to be used exclusively for production on the basis of our order; after submitting an offer without an order or after processing the order, the data must be completely deleted without being asked. They must be kept secret from third parties, in this respect the provision of § 9 Intellectual Property Rights also applies.

     

§ 3 Prices – Terms of Payment

  1. The price stated in the order is binding. Unless otherwise agreed in writing, the price includes delivery "free of charge", including packaging. The return of the packaging requires a separate agreement.
  2. VAT is not included in the price.
  3. We can only process invoices if they contain the order number like it’s specified in our order; the Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless it can prove that it is not responsible for them.
  4. Unless otherwise agreed in writing, we will pay the purchase price within 14 days, calculated from delivery and receipt of invoice, with a 2% discount or within 60 days of receipt of the invoice without deduction.

  5. We are entitled to rights of set-off and retention to the extent permitted by law.

     

§ 4 Delivery time

  1. The delivery time specified in the order is binding.
  2. The supplier is obliged to inform us immediately in writing if 
    circumstances arise or become apparent to him from which it follows that the agreed delivery date cannot be met.
  3. In the event of a delay in delivery, we are entitled to demand a lump-sum compensation for delay in the amount of 1% of the delivery value, up to a maximum of 5%, for each completed week of delay. If there is a delay in delivery of more than 5 weeks, the customer reserves the right to cancel the order or deduct processed components within the scope of the legal possibilities. The prescribed complete quality inspection documentation is also included in the scope of delivery. Further statutory claims (withdrawal and damages instead of performance) are reserved. The supplier has the right to prove to us that no damage at all or significantly less damage has occurred as a result of the delay. 

 

§ 5 Transfer of Risk – Documents

  1. We ask you to send us an order confirmation with a mandatory price and date confirmation by signature.        
  2. Unless otherwise agreed in writing, delivery must be free of charge.
  3. The Supplier is obliged to enclose a copy of the PFS order with barcode on all shipping documents and delivery notes. If he fails to do so, the delivery will not be accepted by PFS. We are not responsible for any resulting delays in processing.

§ 6 Quality assurance and requirements

General

  1. The aim is to implement a joint quality management (QM), to ensure and continuously improve the quality of our products in all phases of development, and to consistently pursue the zero-defect strategy.
  2. This QSV applies to all suppliers of production materials and services to PFS.
  3. The QSV is handed over to all existing and new suppliers by the purchasing department or the responsible specialist department of PFS.
  4. The supplier is responsible for the quality of its work. Therefore, it is necessary for each supplier to maintain an effective, defined quality management system that is appropriate to its structure and company size. The products supplied must comply with the statutory Comply with safety and environmental regulations applicable at the production and distribution site. 

The supplier undertakes to strive for 100% delivery reliability. 

This QSV is based on the international series of standards DIN EN ISO 9000. The requirements of the applicable standard are not explained in the following text and must therefore be taken from the applicable standard. The supplier has the version in force at the time. 

Technical documentation

  1. Quality characteristics for the products/services to be supplied are specified in technical documentation. PFS refers to them in contract conclusions. Technical documentation in this sense are:
  • Drawings repectively 3D models
  • for construction work: checklist, general PFS design guideline
  • Delivery instructions
  • Test Specifications
  • Other standards and regulations
  • Supplier documents reconciled with PFS

The supplier shall take appropriate measures to ensure that it and its sub-suppliers always manufacture in accordance with the latest technical documentation. No deviation from the technical documentation is permitted without prior written approval from PFS.

Planning

  1. In order to identify potential sources of error as early as possible and to initiate targeted preventive measures, the supplier must carry out advance quality planning (QVP) during the definition of the production and testing processes at the supplier's premises. This also applies to the design services of the supplier.

  2. Before submitting the offer, the supplier checks the manufacturability of the product with regard to secure production on the basis of the available technical documents, taking into account its production facilities. All specified technical regulations, including required process skills, must be complied with. If necessary, agreements must be made with the responsible technical staff regarding the purchasing of PFS. In addition, the Contractor must check whether he is able to record all dimensional, shape and position deviations (e.g. by means of a PFS colour table) as well as all other drawing information, such as surface qualities of the products manufactured by him, and to implement the order technologically, capacitively and precisely on time. In addition, information must be provided to PFS on the possibility of metrologically recording required characteristics.

    By submitting the offer, the supplier expressly confirms the manufacturability of the product and the measurability of the required QA criteria.

  3. The contractor is obliged to prove and document the quality of his products. The Contractor must confirm the correct production with signature / date on the drawing or the measurement protocol upon delivery. 

    If a measurement protocol is available, it must be sent electronically (see e-mail address below). All drawing dimensions must be marked with a tick on the drawing sent as checked. If no measurement protocol is available, all dimensions that have a tolerance field of less than 0.1 mm must be documented in the drawing with the measured value. All tolerance field exceedances and/or undercuts must be marked separately with a value and clearly as "n.i.O.". 

    For better comprehensibility, the results must be entered without confusion (possibly also handwritten). The supplier may not use a stamp, but the date and signature must be clearly visible and recognizable. 

    The drawings or measurement reports must be sent to the following e-mail address, stating the PFS article number from the order: messprotokolle@pre-form.de

    If any dimensions do not comply with the requirements, the order may not be sent by the supplier to PFS, but contact the EK immediately to agree on the further procedure. Deliveries without complete quality inspection documentation will be considered incomplete until the documents have been submitted.

  4. An FMEA (VDA Volume 4) for construction work is only required if it is contractually required by the client of the PFS.
  5. Test plans must be created by the supplier for all important process and product features.
  6. Key functional features or other specially defined test characteristics must be examined by the supplier for their machine or process capability. Any deviations must be justified or communicated to PFS, stating the necessary tolerances. For more information, see point 7.3.
  7. For PFS products manufactured by sub-suppliers, the supplier is fully responsible. This means that the supplier selects subcontractors who are able to meet the requirements in all respects. The supplier undertakes to coordinate quality assurance measures with its subcontractors and to monitor implementation.
  8. If reference is made in PFS documents to standards, specifications, processing instructions, etc. and these are not available to the supplier, he is obliged to obtain them in a timely manner.
  9. In order to be able to implement the methods of quality assurance, it is necessary that the relevant employees are sufficiently trained in quality assurance techniques and statistical methods. The supplier must adequately document planned and carried out training courses.
  10. The Contractor shall ensure that the Goods are delivered in suitable means of transport approved by PFS in order to avoid damage and deterioration in quality. With regard to the labelling of products, parts and packaging, the requirements agreed with PFS must be complied with. It must be ensured that the labelling of the packaged products is also recognisable during transport and storage. Deviations from existing labelling obligations require a written agreement between the contractor and PFS.
  11. In order to check the effectiveness of the quality assurance measures, the supplier allows PFS to carry out system, process or product audits on site after prior scheduling.
  12. The test equipment monitoring must be carried out at least in accordance with the requirements of DIN EN ISO 9001:2015.

Traceability

  1. The Contractor undertakes to ensure the traceability of the products supplied by it in accordance with a risk assessment. In the event of an identified defect, traceability must be possible in such a way that the quantities of defective parts/products can be limited. PFS will provide the Contractor with the data required for traceability as required.
  2. Parts subject to documentation are marked with "D" or "Documentation required" in the PFS documents. Furthermore, the VDA Volume 1 "Parts subject to documentation" must be followed. Unless otherwise agreed, the test documents of D-parts shall be retained for at least 15 years.
  3. Series deliveries are statistically evaluated and evaluated. The results of the evaluation are announced to the supplier at regular intervals. The supplier will receive a notification of each complaint.
  4. Companies that  are certified according to DIN EN ISO 9001:2015 or VDA 6.4 are preferred by PFS.
  5. The  receivables set out under § 7 will be reviewed and evaluated by PFS. They become part of the supplier evaluation. The evaluation criteria included are the documentation of self-audits, delivery quality, cooperation, adherence to deadlines, flexibility and the proven contribution to joint performance optimisation and the level of turnover. The weighting of the individual assessment criteria leads to a classification according to A, AB, B or C supplier. The results are communicated to the supplier. PFS reserves the right to no longer consider C-suppliers when awarding contracts. 

§ 7 Prototypes / Initial Samples Suppliers
 

Initial sampling (VDA Volume 2) [EMPB] for prototypes/initial samples

  1. The initial sample inspection is used to check compliance with all requirements from the technical documentation. The first samples must have been manufactured entirely with standard equipment under standard conditions. If tolerance adjustments, tolerance extensions or general deviations from the specifications are necessary, this must be done with the technically responsible employees of PFS before the initial sampling.
  2. All measurement results are summarized in an initial sample test report (EMPB), which usually complies with the VDA guidelines. In special cases, customer-specific forms are possible. All dimensions with tolerance, exceeding or undercutting must be marked with an asterisk ( * ) or in agreement with PFS and must be shown separately in a deviation report. Customer-specific requirements are part of the initial sampling, according to which all measurement results for corrective measures must be entered in colour in the blank drawing. This demand is agreed separately in each case. Deviations and errors that have occurred must be marked on the component. This also applies without restriction to defects that cannot be determined dimensionally (defects, pulling points, contour defects, visible porous surface defects, etc.). The marking is carried out in the following colours:
  • Green for Dimensions OK
  • Red for component defects and dimensions out of tolerance
  • Yellow for measurements at the boundaries (critical features)
  1. The supplier is responsible for the correct execution of the first article inspection. If he does not have the opportunity to carry out all the tests himself, he must assign them to a suitable testing body. In any case, the responsibility remains with the supplier. Approval of the initial samples by PFS does not relieve the supplier of responsibility for the quality of its products. This release is of a purely technical nature and does not constitute a supply contract.
  2. The production of series parts may not begin until the supplier has received formal initial sample approval from PFS.

Changes

  1. PFS must be informed of changes in good time and in full so that the changes can be reviewed for their consequences and, if necessary, an objection can be filed. In any case, it should be noted that:
  • each first delivery after a change must be clearly marked
  • the revised subscription index is indicated on the delivery documents
  • after the first delivery with a new index, no more deliveries with the old index may be made
  • Changes in dates and looming delays must be communicated to the Client without request and at the earliest possible date, stating the new date. This also applies without restriction to cases whose planned nature is threatened.

In the interest of finding a solution quickly, the contractor is obliged to disclose the data and facts. If the Contractor detects deviations in the actual condition from the target quality of the Products, it shall immediately notify PFS thereof and of planned remedial measures. If, in exceptional cases, products that do not comply with specifications have to be delivered, special approval must be obtained from PFS in advance. PFS must also be informed immediately of any deviations that are subsequently detected. Prior to any change in manufacturing processes, materials or supplier parts for the Products, relocation of production sites, changes in procedures and facilities for testing the Products or other quality assurance measures, the Contractor shall notify PFS in sufficient time to determine whether the changes may have a detrimental effect.    

§ 8 Defects - Product liability - Indemnification - Liability insurance cover
 

  1. Products that do not fully meet specifications may not be delivered to PFS. In justified exceptional cases, provided that the functionality is not impaired, the PFS quality department can  grant a written exemption before delivery.

    If defects caused by the supplier are found in the use of the parts, the supplier is responsible for the resulting costs. The supplier must initiate immediate measures to eliminate the defect and prevent it from recurring, blocking, sorting or reworking any existing stocks. There are the following options:

  • immediate return of the delivery
  • Sorting and/or rework on site by the supplier
  • On-site sorting and/or rework by PFS 

Complaint reports are created by QS PFS and forwarded to the supplier via Purchasing. A complaint report must be answered with a meaningful statement (8-D report) within the specified period. A valid objection to a report must be sent in writing to the PFS EK. The n.i.o. parts are included in the supplier evaluation. In the case of returns of the entire delivery, the supplier has the option of correcting the statistics accordingly by reporting the actual n.o. parts to PFS.

  1. The Contractor is responsible for the delivery of the products and the provision of services in accordance with specifications. For this reason, PFS does not carry out any technical incoming goods inspection. In the incoming goods department, the incoming products are checked for compliance with quantity and identity as well as for externally recognizable transport and packaging damage. In addition, PFS is exempt from the obligation to inspect and complain (§ 377 HGB). PFS shall immediately notify the Contractor of defects in a delivery as soon as they have been determined in accordance with the circumstances. To the extent that this is feasible in accordance with the proper course of business, PFS will either inspect the assemblies manufactured using the delivery prior to commencing the next stage of production or inspect the finished product manufactured using the assembly.
  2. Unplanned additional expenses due to additional necessary inspections, etc. are to be borne by the contractor and will be invoiced.
  3. We are obliged to inspect the goods within a reasonable period of time for any deviations in quality and quantity; the complaint is timely if it is received by the supplier within a period of 10 working days, calculated from receipt of goods or, in the case of hidden defects, from discovery. Insofar as a quality assurance agreement exists between us and the supplier, this shall take precedence with regard to the duties of defect inspection and notification of defects to be fulfilled by us.
  4. We are entitled to the statutory claims for defects in full; in any case, we are entitled to remedy defects or replace the supplier at our discretion. The right to damages, in particular to compensation in lieu of performance, is expressly reserved.
  5. We are entitled to remedy the defects ourselves at the supplier's expense if there is imminent danger or if there is a particular urgency.
  6. The limitation period is 36 months, calculated from the transfer of risk.
  7. Insofar as the supplier is responsible for product damage, he is obliged to indemnify us against claims for damages by third parties on first request to the extent that the cause is within his sphere of control and organisation and he himself is liable in the external relationship.
  8. As part of its liability for damages, the supplier is also obliged to reimburse any expenses incurred in particular pursuant to §§ 683, 670 of the German Civil Code (BGB) and §§ 830, 840, 426 of the German Civil Code (BGB) arising from or in connection with a recall campaign carried out by us. We will inform the supplier about the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give him the opportunity to comment. Other statutory claims remain unaffected.
  9. The supplier undertakes to maintain product liability insurance with a sum insured of EUR 5 million per personal injury/property damage – lump sum; if we are entitled to further claims for damages, these remain unaffected.

 

§ 9 Intellectual Property Rights

  1. The Supplier warrants that no rights of third parties within the Federal Republic of Germany are violated in connection with its delivery.
  2. If we are held liable for this purpose by a third party, the supplier is obliged to indemnify us against these claims upon first written request; we are not entitled to enter into any agreements with the third party – in particular to conclude a settlement, without the consent of the supplier.
  3. The supplier's indemnification obligation refers to all expenses that we necessarily incur from or in connection with claims by a third party.
  4. The limitation period is five years, calculated from the conclusion of the contract. 

 

§ 10 Retention of Title – Provision – Tools – Confidentiality

  1. If we provide parts to the supplier, we reserve ownership of them. Processing or transformation by the supplier is carried out for us. If 
    our goods subject to retention of title are processed with other items that do not belong to us, 
    we acquire co-ownership of the new item in the ratio of the value of the item 
    (purchase price plus VAT) to that of the other processed items at the time of processing.
  2. If the item provided by us is inseparably mixed with other items that do not belong to us 
    , we acquire co-ownership of the new item in the ratio of the value of the reserved item (purchase price plus VAT) to the other mixed 
    items at the time of the mixing. If the mixing takes place in such a way that the Supplier's property is to be regarded as the main thing, it shall be deemed to have been agreed that the Supplier shall transfer proportionate co-ownership to us; the supplier shall hold the sole ownership or co-ownership for us.
  3. We retain ownership of all tools; the supplier is obliged to use the tools exclusively for the production of the goods ordered by us. 
    The supplier is obliged to insure the tools belonging to us at replacement value at its own expense against fire, water and theft damage. At the same time, the supplier assigns us all claims for compensation under this insurance; we hereby accept the assignment. The supplier is obliged to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work at its own expense in good time. He must report any incidents to us immediately; if he culpably fails to do so, claims for damages remain unaffected.
  4. The supplier is obliged to keep all images, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation of confidentiality shall also apply after the execution of this contract; it shall not expire until the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known.
     

§ 11 Place of Jurisdiction – Place of Performance

  1. If the customer/supplier is a merchant, our place of business is the place of jurisdiction; however, we are also entitled to sue the customer/supplier in his court of residence.
  2. Unless otherwise stated in the order, our place of performance is our place of business.