General Purchasing Terms & Conditions

Transcription

1 1. General Provisions Any and all purchase orders, contracts and call-offs placed by SYSMEC SRL, Zona Industrială de Vest, Str. I Nr. 9, Arad, ROMANIA, as the buyer (hereinafter referred to as Sysmec ) with a third party as the seller (hereinafter referred to as Supplier ) for the purpose of the supply of goods or services shall be governed exclusively by the purchasing terms and conditions laid out hereinafter. Deviating or additional terms and conditions proposed by Supplier shall not become an integral part of any contract between Sysmec and Supplier, unless otherwise explicitly agreed upon between Sysmec and Supplier in writing. Sysmec shall not be required to explicitly object to any terms and conditions proposed by Supplier; tacit agreement, e.g., by way of accepting delivery of goods or services, shall be excluded. Any type of transmission that allows textual proof, including, e.g., letters, facsimiles, s etc., shall qualify as being in writing. 2. Offer and Purchase Order When receiving an enquiry or request for quotation from Sysmec, Supplier is requested to submit to Sysmec a binding offer, free of charge to Sysmec. In his offer, Supplier is requested to observe all requirements and specifications stated by Sysmec. In the event that Supplier deviates from any Sysmec requirements or specifications, this must be clearly marked in his offer. Furthermore, Supplier is obliged to state in his offer any and all incidental cost such as taxes, fees, charges, packing and packaging cost, transport cost, licence fees, etc. Unless otherwise specified by Supplier in a particular offer, all offers shall be valid for 180 days from the day of receipt at Sysmec. To be effective and binding upon Sysmec, Sysmec purchase orders must be issued in writing. The same rules apply to any later amendments or additions to a contract between Sysmec and Supplier 3. Delivery and Penalty To establish the timeliness of delivery, the relevant point in time for goods deliveries shall be the time of receipt at the place of delivery named by Sysmec; the relevant point in time for services rendered shall be the time of unconditional acceptance by Sysmec.

2 In the event that Sysmec takes delivery of delayed goods, or accepts delayed services rendered, this shall not constitute a waiver on part of Sysmec of any compensation that Sysmec may be entitled to, especially by way of payment of penalties or damages by Supplier. Supplier may deliver goods up to 10 days prior to the stated delivery date with prior approval from Sysmec, however, zero (0) days later than the agreed delivery date. Any shortages or excess in delivery, as well as partial shipments, shall require the prior written approval of Sysmec. 4. Price, Shipping, Risk Transfer All prices used by Supplier in his communication with Sysmec shall be exclusive of value added tax, this must be clearly stated in all documents. Unless otherwise agreed between Sysmec and Supplier. Should Supplier fail to ensure timely performance of contractual obligations, in particular delivery obligations, warranties, or submission of customs documents and duly completed and signed certificates of origin, Sysmec shall be entitled to hold back payment of a reasonable share of the purchase price, that means at least 10% of the purchase price, until such time that the contractual obligation has been fulfilled by Supplier. 5. Payment Terms Unless otherwise agreed between Sysmec and Supplier, Sysmec shall effect payments within 60 days deducting a cash discount of 1%, or within 90 days net, after receipt of invoice and receipt of goods or services at Sysmec. Payment does not constitute an acceptance or confirmation on part of Sysmec that goods or services received fulfil contractual requirements. 6. Origin of Goods, Customs Tariff Number For all goods delivered to Sysmec, Supplier is obliged to state the country of origin and the correct customs tariff number, making updates promptly when required. The form sheet EUR.1 or EUR. Med (equivalent to EUR.1) is an official customs document that, as a matter of principle, must be legalized (stamped), usually by the customs office of the exporter, prior to exporting a consignment. The area of applicability is defined, in the widest sense, by the countries of the European preferential systems (EU/EEA/EFTA). Sysmec reserves the right to request a long-term supplier s declaration at any time as proof of origin. Any and all costs and expenses that Sysmec might incur due to a failure of Supplier to meet these obligations shall be borne by Supplier. 7. Warranty Supplier warrants according to the Romanian legislation that the delivered goods have the agreed properties, that the goods reach the specified performance level, that the goods are brand new, that the goods are up to the latest technical state-of-the-art, and that the goods do not have any defects/non-conformities that may reduce their value or fitness for the intended purpose. The goods

3 must meet all applicable governing standards, laws, environmental protection regulations, accident prevention regulations, as well as any other applicable country-specific laws and regulations in their final country of destination as stated in the Sysmec purchase order. The scope of supplies shall always include all required assembly, operating and maintenance manuals as well as all necessary warning notices and other relevant information. Under this warranty provision, Supplier shall not be held liable for any faulty development or design to the extent to which Supplier has produced the goods or contracted the production of the goods according to Sysmec specifications and instructions. Should Supplier fail to fulfil the above warranties, Sysmec shall be entitled to decide whether to request from Supplier to remedy and make good, deliver replacements, reduce the price, or rescind the contract. Regardless of any culpability on Supplier s part, in case of warranty claims, Supplier shall bear any and all additional costs and expense arising from intensified incoming goods inspections, sorting and testing works, from having to disassemble/dismount and reassemble/remount the goods for remedial measures, transportation to and from the remedial workshop; moreover, should the remedial work not be possible at the place of destination stated for the goods in the Sysmec purchase order, Supplier shall also bear any and all costs for customs duties, fees and other charges that may incur. In urgent cases (e.g. to prevent production downtimes) and having duly notified Supplier, Sysmec shall be entitled to remove identified defects and bill the costs and expenses incurred to Supplier. Sysmec shall be obliged to advise Supplier in writing of any defective/non-conform delivered goods within 60 days after identification of the defect/nonconformity, irrespective of the defect having been detected during acceptance testing, incoming goods inspection, or at any later point in time. The period of limitation for warranty claims on part of Sysmec shall be 12 months from the date of receipt of the goods at the place of delivery. 8. Intellectual and Industrial Property Rights, Technical Documents In the event that the service to be rendered by Supplier for Sysmec is a product development or project engineering order, Sysmec shall be the sole owner of any and all work results, inventions, knowhow, intellectual property rights and copyrights arising in the context of such order. Sysmec shall be entitled to register, at its own expense, intellectual property rights and copyrights in the name of Sysmec. Supplier shall be obliged to submit to Sysmec and/or sign any documents that may be required for that purpose, and to assign, free of charge, any intellectual property rights and copyrights to Sysmec that Sysmec may be entitled to under this provision. Supplier shall indemnify, defend and hold Sysmec harmless from any and all damages, costs, liabilities, claims, expenses (including but not limited to court charges and legal fees as well as

4 negotiated settlements of claims and lawsuits) that may arise in the event of a third party claim or legal action against Sysmec or Sysmec customers on the grounds that supplied goods or services, or their utilization as agreed with Supplier, infringe third party industrial property rights or copyrights. Notwithstanding the above, Supplier shall not be held liable for infringements arising from having produced the goods according to Sysmec specifications, provided that Supplier, having applied the diligence as customary in his industry, could not reasonably have known that observing the Sysmec specifications would lead to such an infringement of third party industrial property rights or copyrights. Sysmec and Supplier undertake to advise each other promptly of any identified or suspected third party right infringement. Supplier shall be obliged to support Sysmec in any investigations, defense preparations and processing of claims. This shall include the submission of any documents that Sysmec may require for its defense. 9. Liability Without prejudice to any other provisions laid out in these General Purchasing Terms and Conditions or agreed between Sysmec and Supplier, Sysmec shall hold Supplier liable for any and all damages or losses arising from Supplier s violation of contractual obligations he has entered into with Sysmec; this shall also include potential claims of customers or third parties against Sysmec. 10. Production Equipment / Tooling Unless otherwise previously agreed upon in writing between Sysmec and Supplier, in the event that Sysmec bears the full or partial cost of the design and production or acquisition of production equipment or tooling of Supplier, this shall establish Sysmec ownership rights in the production equipment or tooling, either co-ownership (in case of payment of partial cost) or, after full payment of total equipment/tooling cost, sole ownership. Initial investments that Supplier may have to make for the production of specific products or parts shall be reimbursed by Sysmec, at the earliest, after positive product/part appraisal and acceptance of initial sample and written approval by Sysmec. Any costs and expenses for equipment/tooling maintenance and/or future replacement equipment/tooling must be covered by Supplier s part price. Supplier shall be responsible for the customary maintenance of the production equipment/tooling, and shall bear all related cost and expense; Supplier shall also bear the risk of accidental destruction, loss, deterioration or damage of the production equipment/tooling, however, Supplier shall not bear the risk of normal wear and tear. 11. Use of Hazardous Substances (hazardous to health, safety and environment)

5 Supplier is obliged to inform Sysmec should Supplier use Substances of Very High Concern (SVHC) in his production process, or in any of the goods supplied to Sysmec. Should any of the supplied parts contain SVHC, Supplier shall be requested to provide proof that none of the goods delivered to Sysmec contain residue of such substances. For information on SVHC and REACH, please refer to Supplier warrants and shall be held liable that none of his goods contain so-called Conflict Minerals (see in its latest version). 12. Change of Control Supplier is obliged to advise Sysmec promptly if there are any significant changes in his organizational control or shareholding structures at any time after Sysmec and Supplier have entered into a contract. Such changes may be, e.g.: a) a third party that has not previously held any ownership shares in Supplier takes control of at least 25% of the company shares or voting rights; b) a third party that has not previously held any ownership shares in Supplier takes control of at least 50% of the company shares or voting rights; c) if the majority of the company shares or voting rights of a parent entity that holds at least 25% of the company shares or voting rights of Supplier is transferred to another legal entity. For the purpose of this change of control provision, any direct or indirect (e.g., fiduciary) economic interest shall be deemed as control or shareholding in the above sense. In the event of a change of control event, Sysmec reserves the right, for a period of maximum six (6) months after the change of control, to terminate any contracts between Sysmec and Supplier within a period to be defined by Sysmec. 13. Applicable law and Place of Jurisdiction The Sysmec general purchasing terms and conditions and any contract governed by the Sysmec general purchasing terms and conditions shall be subject to and governed by material Romanian Law. The exclusive place of jurisdiction for any conflicts or disputes arising between Sysmec and Supplier shall be the court with jurisdiction over the territory the premises of the plaintiff are located. SYSMEC reserves the right to initiate the required legal action against Supplier at the relevant court of law to obtain indemnification or recourse should any third party initiate legal proceedings against Sysmec because of product faults having caused bodily injury or property damage (product liability claims), or because of an infringement of intellectual property rights or copyrights, or because of

6 other contract violations. In such events, any right and obligations of Sysmec and Supplier shall be governed exclusively by the statute applied by the competent court of law. 14. Language The original version of the general purchasing terms and conditions is in Romanian language. Any translations of the general purchasing terms and conditions and the Attachments are for convenience only. In case of any conflict arising between the Sysmec and Supplier, the original version hereof in Romanian language shall prevail and apply exclusively. In the English version of the general purchasing terms and conditions; no terms, words, vocabulary or phrases used herein shall be interpreted as having been taken from any statutory rules or legislation in an English-speaking country. Effective as of June 1, 2016