I. General

  1. The following terms and conditions shall be subject matter of the purchase order. Other terms and conditions of the supplier shall not be part of the order, even if we do not expressly object to them or we are aware of the supplier’s contrary terms and conditions and accept the goods without reservation.
  2. All orders, consents and side agreements as well as any subsequent contractual amendments shall be valid only if they have been mutually confirmed in writing.
  3. Separate terms and conditions shall apply to assembly, maintenance, inspections, repairs and other services.
  4. Our purchasing conditions shall also apply to future transactions with the supplier.
  5. Local purchasing terms and conditions mentioned in the order or individual contract shall have priority over these general conditions.

II. Prices

  1. The prices set forth in the order are fixed prices without indexation unless otherwise agreed in writing.
  2. The prices include the price for all ancillary services required under the agreement.

III. Delivery Time and Clauses

  1. The agreed delivery times are binding and must be unconditionally met. For part delivery or delivery in advance, our written consent is required. Additional and alteration work does not entitle the supplier to extension of the delivery period, unless a written agreement is made in advance.
  2. As soon as the supplier perceives that he will be wholly or partially unable to fulfill his contractual obligations or be unable to do so as scheduled, he must promptly inform us stating the expected lengths of the delay and the reason therefore.
  3. If the supplier does not comply with its delivery/service obligation within the agreed delivery time, then he shall be liable therefore as provided by law.

IV. Packaging, Marking and Receiving

  1. Packaging should be carried out in such a way that it protects the goods from damage and decline in value during transport to the place of delivery and during a reasonable period of storage in a manner suitable for the purpose. Furthermore, the packaging shall be such that normal transport insurance gives us compensation for damage to the goods.
  2. Marking of the goods shall be carried out in accordance with our instructions, which do not, however, limit the supplier’s liability for ensuring that the goods are also marked in accordance with their properties as regards fragility, weather resistance, etc. Our order number must be specified on the delivery note, which must always be enclosed with delivered goods. If the goods are delivered without a delivery note, the supplier will bear any disadvantages resulting from this.
  3. The supplier shall in good time before delivery provide us with the necessary information of importance for transport and receipt of the goods. If the delivery contains dangerous goods, we must be informed of this separately.

V. Quality and Warranties

  1. The supplier warrants that the items delivered meet the contractually agreed qualities, conform to accepted technical rules and to the applicable statutory law and administrative regulations, in particular to the relevant provisions on environmental protection, regulations for the prevention of accidents and for employment protection, and that they do not have defects which would eliminate or diminish their value or their suitability for their customary contractually prescribed use. The supplier is responsible for ensuring that the goods supplied are suitable for the stated purpose.
  2. We may, at our option, demand for removal of defects or subsequent delivery. In that case, the supplier shall bear all costs necessary for the removal of defects or subsequent delivery. We expressly retain the right to claim for damages. A claim for damages also includes consequential harm caused by defects and financial damages.
  3. The warranty period if stipulated in this order, or by way of an agreement by both parties shall apply. The supplier bears full responsibility for ensuring that the goods maintain their contractual quality during the agreed warranty period. The warranty period will be extended by the period, during which the goods as a result of a defect cannot be used for their intended purpose. For a repaired or replaced part, a new warranty period will apply for the same period of time as for the original part.
  4. The supplier shall ensure that he has established and maintains a recognized quality assurance system and can substantiate this fact upon demand.

VI. Third-party Rights, Industrial Property Rights and Design

  1. The supplier guarantees that the goods delivered are free of third party rights including, in particular, that they do not infringe third party industrial property rights such as patents, designs, trademarks and trade names. If claims are asserted against us on this ground by a third party, the supplier agrees to indemnify us from such claims immediately after our first written demand.
  2. The party who supplied information and designs is responsible for the correctness of the same. The approval of the other party does not constitute exemption from this responsibility. However, the supplier is responsible for alterations to the supplier’s design proposed by us unless he has made a reservation against such alterations before manufacture commenced.
  3. Designs, drawings, models, statistical profiles, data carriers and the like as well as any materials furnished by us shall remain our property. They are protected by copyright, and neither they nor other goods produced using them may be given to third parties without our permission. Neither may they be used by third parties or used for advertising purposes even after the expiration of the contractually established period during which damages may be awarded for breach of contract. Furthermore, any such conduct entitles us to withdraw from the contract, either in whole or in part, without payment of compensation.

VII. Insurance

  1. The supplier shall arrange at his own cost a liability insurance policy sufficient to cover damages caused by himself, his employees, his agents or the delivered goods themselves.
  2. The supplier shall, at our request, send us proof that the insurance exists. If the supplier omits to do so, we may, at the supplier’s expense, take out insurance ourselves, that provides the equivalent insurance cover.

VIII. Shipping instructions

In case we agreed in writing that the supplier will, as an exception, not have to bear the costs for transportation, he agrees to select the transportation method that is most appropriate and at the lowest cost to us.

IX. Invoicing and payment

  1. The supplier shall be responsible to specify our order number on all invoices, shipping documents and in all other correspondence. If he fails in doing so, the supplier will bear any disadvantages resulting from this.
  2. Payment deadlines shall begin to run from the time stated, but no earlier than after delivery/performance as per contract and receipt of a proper invoice.
  3. The time of payment shall not affect the supplier’s warranties and the right to file a complaint in respect of a defect of goods.
  4. Claims for payment for additional or alteration work will only be approved if we have stated in writing that the work may be carried out for extra payment. If we have a claim on the supplier as a result of the purchase, we may withhold as much of the payment as is equivalent to the claim.
  5. Title to the goods ordered shall pass to us upon delivery of the goods. If payment is made before delivery, the supplier shall clearly identify the goods as our property by visible marking and shall keep the goods separated from other goods the supplier may have in its possession.
  6. We may demand a bank guarantee or another security acceptable to us, to be issued at the supplier’s cost, for any advance payments.

X. Force Majeure

Force majeure, including war and similar events as well as business disruptions of all kinds, strikes, lock-outs and other causes or events which lead to a restriction or suspension of our business operations, shall entitle us to postpone our duty to accept delivery or wholly or partially withdraw from the contract. Postponement or withdrawal does not entitle the supplier to claim for any damages.

XI. Place of performance, applicable law and jurisdiction

The place of performance shall be the place to which goods are to be delivered or at which performance is to be rendered.

XII. Severability

Should any provisions in these Purchasing terms and conditions be or become invalid or void, this shall have no effect on the other provisions. The parties shall be obliged to replace the invalid provision by an arrangement that comes as close as possible to its original business purpose.

Version July 2016