General Terms and Conditions for Purchasing

Transcription

1 General Terms and Conditions for Purchasing 1. Applicability and Conclusion of Contract These Terms and Conditions for Purchasing apply to all business transactions with the supplier or other contractors (hereinafter the Supplier ) even if they are not mentioned in connection with subsequent orders. They also apply if the Supplier, especially when accepting or confirming an order, refers to its own terms and conditions of business and we do not actually object. Deviations from these Terms and Conditions of Purchasing are only effective if we confirm them in writing. 2. Orders 2.1 Offers from the Supplier are binding and free of charge for us. 2.2 Orders, including those which are issued orally or by telephone, are not binding for us until we have confirmed them in writing. 2.3 Business correspondence printed by data processing systems (e.g. orders, invoices) is also legally binding when not signed. 2.4 Drawings and tolerance bounds specified by us in individual cases are binding. In accepting the order the Supplier acknowledges that it has viewed the order documents and advised itself of the type of construction and scope of performance. We are not bound to obvious errors, obvious orthographical errors or obvious computational errors in documents and drawings that we have presented. The Supplier is obliged to notify us of such errors so that our order can be corrected and resubmitted. The same applies to missing documents. 2.5 Orders shall be confirmed to us within one week insofar as there is no special agreement with the Supplier; otherwise we are entitled to cancel the order. 2.6 Deviations from our order in quantity and quality as well as all other changes are not deemed to have been agreed until we have confirmed them. 2.7 When the Supplier produces and/or delivers in accordance with plans, samples, drawings, etc. supplied by us, the Supplier shall be obliged to ascertain at its own initiative whether the technical specifications on which our order is based are in accord with the level of the documents which are in use by the Supplier (comparison of plan date with date of drawing). Furthermore, the Supplier shall ascertain whether the goods delivered by the Supplier comply with the applicable latest regulations and provisions of law, e.g. DIN or pertinent accident prevention regulations, environmental regulations and the recognized rules of technology, whereby the use intended by us or our end customers shall also be taken into account. Within 8 work days of receiving our order the Supplier shall transmit to us the safety data sheets that apply to the products to be delivered. The Supplier shall indemnify us from all third party claims that result because safety data sheets were not delivered to us or not delivered on time.

2 We are not obliged to accept deliveries of goods which do not conform to our order in respect to the specified date of drawings or specific product requirements. If materials have been provided by us for processing, the Supplier shall check these accordingly in advance. 3. Prices and Payment Conditions 3.1 The prices agreed are fixed prices and exclude subsequent claims of all types. Costs for packaging, freight, shipment, shipment insurance for shipment to the shipment address or application site stated by us, customs formalities and customs duties are included in the prices. The Supplier shall not agree any prices or conditions with us which are less favourable than those granted to other customers when and to the extent that other customers offer the Supplier conditions that are the same or of equal value as the conditions offered by us. 3.2 If acceptance of goods is hindered by force majeure, then claims of the Supplier for counter performance or compensation for damages are excluded. In such a case the Supplier shall store the goods at its own expense and risk until they are accepted by us. 3.3 We pay in 14 days with discount of 3% or in 30 days without discount, whereby these time periods start with the date of receipt of invoice and orderly receipt of the goods is presupposed. 3.4 Invoices, delivery notes, order confirmations, test certificates and all other correspondence must state our complete purchase order number and job number. Invoices and delivery notes are normally to be submitted without copies. If these requirements are not complied with despite a reminder by us, invoices shall be deemed not to have been received until the Supplier has clarified or completed them. 3.5 Claims of the Supplier by us may only be assigned to third parties with our consent. Payments shall only be made to the Supplier.. 4. Delivery and Delivery Periods 4.1 The goods must be received by the site stated by us within the delivery period, which starts with the date of our order, or by the delivery deadline. Additional costs for acceleration of transport so that the delivery date is met shall be borne by the Supplier. 4.2 Delivery shall take place unconditionally by the delivery time agreed. The reservation of timely self-supply is excluded. If delays are anticipated, the Supplier shall notify us of this without delay and obtain our decision on whether the order shall be maintained. If the delivery date and a period of grace set by us are not met, then we shall be entitled - without prejudice to further legal claims - to decide at our discretion on whether to withdraw from the contract, to make covering purchases from third parties and/or to demand compensation for damages because of non performance. In addition, the Supplier shall reimburse us for all additional costs which we incur because of the delayed delivery or performance. 4.3 If the Supplier is in default, we shall have the right to demand a contract penalty of 0.4% of the net order value per week or part thereof up to a maximum penalty of 5% of the net order value and/or to withdraw from the contract. Contract penalties that are paid shall be

3 credited to any claims for compensation for damages, which, moreover, shall not be affected by this clause. 4.4 If the Supplier is unable to meet a delivery deadline because of force majeure, then it shall notify us of this without delay. In such a case we shall be entitled to postpone the acceptance date or, if our interest in receiving delivery is thereby substantially reduced, to withdraw from the contract in whole or in part or to undertake reductions of price. 4.5 Shipment and delivery shall be to the site specified by us at the Supplier s expense and risk. Partial deliveries are only permissible if agreed in writing; else we may refuse the delivery. Partial shipments are not independent transactions. The remaining quantity shall be stated in writing. 4.6 All goods including isolated packets in a pallet cage or on a pallet shall, without exception, be clearly marked with the article number, article designation and quantity delivered. Delivery of different articles in or on a single pallet without detailed labelling of the individual articles is not permitted unless a special agreement for an individual case has been made with us in advance. All delivery notes and/or freight papers shall be attached to the delivery so that they are clearly visible. 5. Acceptance 5.1 We are only obliged to accept goods we have ordered if in respect to specifications and quality they are in accord with our order and/or samples released by us. 5.2 Factory test certificates must, in accordance with agreement, be received with the applicable delivery or be provided upon request without delay. 5.3 We reserve the right to make a complaint about deliveries that are not in accord with our orders in respect to the delivery deadlines and the scope of delivery and to and reject them. The costs resulting from this shall be charged to the Supplier. 6. Claims Based on Defects 6.1 The Supplier hereby expressly assures that the goods sold agree with the samples or prototypes delivered by the Supplier and released by us and with our order or - insofar as our order is just based on a reference to an offer made by the Supplier - with the Supplier s offer. Furthermore, the Supplier guarantees that the goods delivered by the Supplier shall comply with the applicable latest regulations and provisions of law, e.g. DIN or pertinent accident prevention regulations, environmental regulations and the recognized rules of technology, whereby the use intended by us or our end customers shall also be taken into account. 6.2 It is agreed that our incoming goods control shall be conducted by the Supplier in respect to quality and quantity and that the Supplier shall notify us of all discrepancies without delay. We are not bound by any limitations periods in respect to inspection of delivered goods and reports of defects of all types, be they obvious or concealed. Defects that are not ascertained until goods are processed by us or have been delivered to our customers and that are then reported are deemed to have been reported in due time. In all cases of deficient goods we are entitled, in accordance with our choice, to demand subsequent performance, a reduction of the

4 price or that the deficiency shall be removed at no charge to us, or we may decide to withdraw from the contract. 6.3 If the Supplier fails to meet the deadline set by us for a grace period during which it is to bring defective goods up to standard, then we are entitled to demand compensation for damages. In all cases the Supplier shall bear all costs which arise through delivery of defective goods. This also applies to the costs which arise in that defective goods were passed on to our customers. If the Supplier culpably fails to meet its warranty obligations within a reasonable period of time that is set by us, then, at the expense and risk of the Supplier, we can take the required steps ourselves or have them taken through a third party, without prejudice to the said warranty obligations. In urgent cases we can also bring the goods up to standard ourselves or have this done through a third party without prior agreement with the Supplier. Also, small defects can be remedied by us ourselves - in fulfilment of our obligation to minimise damages - without prior agreement with the Supplier and without prejudice to its warranty obligations. All necessary expenses shall be borne by the Supplier. The same applies in cases of exceptionally great impending damages. 6.4 The Supplier s warranty obligations are in effect for four years from receipt of delivery. 6.5 We can return protested goods that are subject to a complaint by freight collect and charge any further costs to the Supplier. 6.6 Insofar as nothing else has been agreed above, claims based on defects shall be regulated by the statutory provisions. 7. Property Rights 7.1 The Supplier is responsible for ensuring that its performance for us does not violate any patent rights or industrial property rights of any third party. The Supplier shall indemnify us and our customers against all claims arising from culpable violation of any such right. 7.2 This does not apply insofar as the Supplier produced the goods delivered on the basis of drawings, models or other equivalent descriptions specified by us and the Supplier continued to be unaware through no fault of its own that property rights were violated thereby. 8. General Liability Provisions The Supplier shall indemnify us against the claims of third parties which are asserted against us on the basis of culpably poor performance on the part of the Supplier. The same applies to claims under product liability legislation which are based of erroneous performance by the Supplier. If we are ever called on to account for violations of official safety regulations or domestic or foreign product liability regulations or laws because of some erroneous aspect of our product and if this is to be attributed to goods ordered from the Supplier, then we shall be entitled to compensation for these damages upon first demand insofar as they are caused by products

5 from the Supplier. These damages shall encompass all costs which we incur in this connection, including the costs of a precautionary recall campaign. Insofar as is possible and not unreasonable, we shall notify the Supplier of the contents and scope of the recall actions to be carried out and give the Supplier the opportunity to take a position. The Supplier shall be obliged to conduct a quality assurance programme of suitable scope and type which conforms to the latest state of technology and to provide documentation thereof upon request by us. An appropriate quality assurance agreement shall be concluded with the Supplier insofar as we may consider this to be necessary. The Supplier is obliged to take out suitable insurance coverage for all risks which arise from product liability, including that of recalls, and to allow us to view the insurance policy on request. 9. Tools and Drawings 9.1 All drawings, models, tools, test equipment and media, brands, packaging and the like which we provide for executing orders continue to be property of ours and they may not be passed on to third parties or used for promotional purposes except on the basis of our written consent. When the orders have been executed or the delivery relationship has been ended they shall be returned without delay without our having to make a special request. 9.2 Forms, tools, special equipment, etc., which are made or procured in whole or in part at our expense become property of ours when they are obtained. The Supplier shall store them for us with care and maintain or repair them so that they can be used at all times. The Supplier shall, at the Supplier's expense, both insure the tools which belong to us for their value when new against all damages due to fire, water and theft and punctually carry out any necessary maintenance and inspection work. All breakdowns and other failures shall be reported to us without delay. We reserve the right to claim for compensation for damages if this notification is omitted at the fault of the Supplier. 9.3 Products that are produced or labelled with the means of production designated in clauses 9.1 and 9.2 may only be delivered to third parties with our written permission. 9.4 If the Supplier experiences production or delivery difficulties, especially in the cases covered by clauses 4.2 sentence 4 and 6.3 sentence 1, we are entitled to demand surrender of the tools, forms, special equipment, etc. which have been paid for by us in whole or in part, in which case the Supplier shall not have a right of retention. 10. Property of Ours, Safe Keeping 10.1 All materials supplied in connection with orders from us continue to be property of ours. These shall be stored separately as such and may only be used for processing orders from us. The Supplier shall be liable in all cases of loss even if this happens at no fault to the Supplier The objects which are produced with the materials supplied by us are property of ours at each stage of production. The Supplier shall keep these objects for us, whereby all costs for safekeeping objects and materials for us shall be included in the purchase price.

6 11. Business Secrets The Supplier shall treat our orders and all commercial and technical details connected therewith as business secrets. 12. Withdrawal from the Contract We may withdraw from the contract altogether or in part without rendering compensation if a) the Supplier s financial state has deteriorated to such an extent that we feel we are no longer able to presume that the contract will be fulfilled, or b) the Supplier stops making payments or c) insolvency proceedings are opened in or out of court or a petition to open such proceedings is denied for lack of assets. 13. Place of Fulfilment, Place of Jurisdiction 13.1 The place of fulfilment for deliveries and the place of jurisdiction is Wertheim/Main, Germany. Something else can be agreed for deliveries Only the law of the Federal Republic of Germany shall apply and application of the uniform law on the international sale of goods is excluded If any provision of these General Terms and Conditions for Purchasing or of any other contractual agreements with the Supplier are or become ineffective, this shall not affect the effectiveness of the remaining provisions or agreements When these General Terms and Conditions for Purchasing take effect, all previously valid general conditions for purchasing shall cease to have effect.