General Purchasing Conditions for the Supply of Goods and Services
I. General Purchasing Conditions
- Conclusion of contract
Order awards, agreements as well as additions and amendments thereto shall only be binding on condition that they are made or confirmed by the Purchaser in writing. - Unauthorized publicity
The use of documents relating to this contract for reference or publicity purposes shall not be permited. - Drawings, models, tools
All drawings, other written documents, models and tools made available for the performance of the contract shall remain the property of the Purchaser and shall be returned without charge upon completion of the contract.
The aformentioned drawings and other documents as well as drawings and documents prepared by the Contractor based on information provided by the Purchaser shall neither be used for other purposes nor duplicated nor made accessible to third parties. The Contractor shall be liable to the Purchaser for any damage arising from a breach of this provision.
- Responsibility for technical data
The Purchaser’s approval of drawings, calculations and other documents shall not release the Contractor from his sole responsibility for the goods/services to be supplied. This shall also apply to any proposals of recommendations from the Purchaser or any other active participation on his part. - Inspection by the Purchaser
The Purchaser shall, after prior notification, be entiled to have access to the production facilities of the Contractor and/or his sub-suppliers at all timers in order to check the production status, the use of suitable materieals, the employment of property qualified staff and the correct performance of the work to be carried out. The inspections shall be carried out without any legal implications for the acceptance. - Spare parts
The Contractor shall ensure that if it is possible to obtain spare parts and parts subject to wear, corresponding to those of the last main delivery, for a period of at least three years after the expiry of the warranty period.
II. Transport of hazardous goods, Identification of hazardous substances
The Purchaser assumes that the Contractor if fully aware of any risks associated with shipment, packaging, storage, application, disposal etc. of his supplies. Prior to accepting a contract, the Contractor shall therefore check wheter the goods indicated in the contract or their constituent parts are classified as hazardous goods (e.g. paints, adhesives, chemicals or flammable, odidizing, explosive, combustible, toxic, radioactive, corrosive goods or those susceptible to spnfaneous healing).
In such cases the Contractor shall inform the Purchaser immediatly giving relevant details. The Contractor shall send the Purchaser the requisite binding declarations correctly filled in and duty signed at the latest together wieh his written order confirmation.
The most recent versions of the national and international regulations shall be observed with respect to packaging, labelling and declaration, in particular:
- Sea freight: Hazardous Goods Regulation – Marine IMDG Code
- Air freight: UN/ICAO; IATA-RAR-Us-Dot
- Rail transport: EVO/RID and Hazardous Goods Regulation – Rail
- Road transport: KVO/ADR and Hazardous Goods Regulation – Road
- General: Hazardous Substances Regulation
as well as any divergent or supplementary regulations of the destination country provided that the Contractor has been notified of the destination.
The Contractor shall be liable for all damage arising as a result of incorrect information in the binding declarations or failure to comply with existing regulations when handling hazardous goods (packaging, shipping, storage, etc.).
III. EXPORT LICENCE
In accordance with the German law on foreign trade and payments (AWG), the German law on the monitoring of military weapons (KWKG) and similar legislation, the Contractor shall inform the Purchaser immediatly wheter the goods to be supplied require an export licence.
IV. SCHEDULED DATES
Should the Contractor become aware that the agreed dates cannot be met, he shall notify the Purchaser of this writing immediately. Early delivery/performance or early part delivery/performance shall require the consent of Purchaser.
V. CONTRACTUAL PENALTIES
- Penalties for schedule delays
For every part-week of running over schedule, the Purchaser shall be entitled to demand a contractual penalty in the amount of 0.5%, but not exceeding 5%, of the contract value, in addition to the performance of the contract.
This shall not preclude any claims of damages in respect of the delay, irrespective of the legal basis of such claims. The Purchaser shall retain this right until final settlement/payment, even if he has not expressly reserved this right at the time of acceptance. - Further rights accruting in the event of delays
Without prejudice to any other rights and, either after expiry of such reasonable period as the Purchaser shall determine or where, as a result of the delay, delivery is of no value, the Purchaser may, without setting any further remedy period, arrange for performance of the non-furnished deliveries/services by a third party at the expense of the Contractor.
Should documents be required for this purpose which the Contractor has in his possession, he shall hand these over to the Purchaser without delay. Should industrial property rights prevent a third party from supplying the goods/services, the Contractor shall be obliged to obtain a corresponding release from these rights immediately.
Claims to contractual penalties accured prior to cancelation of contract or award thereof to a third party shall be met in any event.
VI. REMUNERATION
- Prices
The agreed contract prices shall be firm prices. - Pricing
The prices shall apply free to agreed point of utilization, unloaded, including packaging in accordance with normal trade practice. - Disagreements or disputes about the sum of the payment to be made to the Contractor shall not entitle the Contractor to cease his supplies/services entirely or partially, not even temporarly.
VII. PAYMENTS
Payment shall be effected on the 25th of the month following the complete and correct performance of the contract and receipt of the invoice minus 2% cash discount or within 30 day, net.
In the case of instalment payments, receipt of the invoice shall be the sole criterion for determining the commencement of the term unless the supply/performance of certain goods/services and/or the provision of securities has been agreed as a prerequisite.
To the extend that payments are made to take advantage of the cash discount, these shall be made subject to the Contractor fulfilling the contract properly.
In any event the Contractor shall itemize all services in a detailed full and final account.
VIII. ASSIGNMENT OF CLAIMS
Claims against the Purchaser may only be assigned with the written consent of the Purchaser. This shall not apply to claims covered by an extended reservation of title. § 354 a HGB (German Commercial Code) shall remain unaffected.
IX. SET-OFF CLAUSE
The Purchaser and any group companies (as defined in § 15 AktG-German Company Law) shall be entitled to set off any claim, which they have against the Contractor or any or Contractor’s group companies, against claims owed to the Contractor or any of his group companies. Upon request the Purchaser shall submit to the Contractor a list of the companies in his group as defined by § 15 AktG.
