General Terms and Conditions of Business

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Terms of purchase

 

I. Main Conditions

1. These terms of purchase apply for all of the business transactions with suppliers or other contractors (hereinafter referred as "Supplier") even if these are not mentioned in subsequent contracts. These terms apply also if the Supplier refers to his own terms of business in particular when accepting an order or in confirming an order provided that said terms were approved explicitly.

II. Purchase Orders

1. A purchase order is to be considered as placed if it is issued in writing and signed by us. Verbal or telephone purchase order are binding for us only if we confirm said order with the subsequent sending of a written confirmation. In particular, the drawings provided by us including the tolerance indications are binding. With the acceptance of the purchase order the Supplier acknowledges that he has examined the available plans of the type of execution and the scope of the performance and taken note of these. We are not liable for any obvious mistakes or writing or calculating errors in the documents, drawings or plans which we have provided. The Supplier undertakes to notify us of these errors, so that we can correct our purchase order and re-submit it. This applies also in the case of missing documents or drawings.
2. The acceptance of the order is to be confirmed by signing the copy of the purchase order within two weeks from the order. Otherwise we are entitled to cancel the order.
3. Deviations in the quantity and quality as per the text and contents of our purchase order and subsequent contract amendments are considered as agreed if we confirm these explicitly in writing.
4. Drawings, tools, patterns, models, brands and layouts or the like as well as finished products and semi-finished products, which were provided by us or manufactured in the course of our order, shall remain our property and are to be provided to third parties only with our explicit authorization in writing. Save for agreements specifying otherwise for single cases, these items are to be returned to us immediately with the completion of the purchase order with no need for any particular request. The products manufactured or marked with such production means, brands and layouts can be supplied to third parties only with our explicit authorization in writing.

III. Delivery deadlines

1. The agreed delivery periods and deadlines are binding. These start to run as of the date of the purchase order. The goods must be received at the place of receipt specified by us by the end of the delivery period or by the delivery deadline. If delays are to be expected, the Supplier must inform us immediately of these and request our decision on the maintenance of the order.
2. Should the Supplier fall in arrears, we are entitled following our reminder to demand a penalty of 0.3% of the net order value per day and up to maximum of 5% of the net order value and/or delivery and/or withdraw from the contract. The penalty borne will be deducted from the claim for damages.
3. We are not obliged to grant acceptance before the expiry of the delivery deadline.

IV. Delivery / Packaging

1. The delivery is to be carried out at the expense of the Supplier free of charge at the place of receipt specified by us. If, by way of exception, we must pay the freight charges, the Supplier must choose the mode of transport we have prescribed or the mode of transport and delivery most favourable for us.
2. The passing of the risk shall take place with acceptance at our place of receipt.
3. The packaging is included in the price. If otherwise agreed, the packaging is to be charged at cost price. The Supplier must choose the packaging we have prescribed and make sure that the goods are protected by the packaging against damage. In case of returns at least two thirds of the charged value is to be credited.

V. Documentation

1. 1. Invoices, delivery notes and packing slip for each delivery is to be provided in duplicate. These documents must comprise:
   - the purchase order number;
   - the quantity and quantity unit;
   - the gross, net and, if necessary, the charged weight;
   - Article description with our article number;
   - Remaining quantity for partial deliveries.
2. In case of freight shipments a dispatch note is to be sent to us separately on the day of the dispatch.

VI. Prices

1. Unless otherwise specified, the agreed prices are fixed prices, insofar as the Supplier does not reduce the relevant prices in general.
2. The Supplier shall not apply with us prices and terms that are more unfavourable compared to those granted to other customers, if and to the extent in which identical or equivalent requirements subsist in the specific case.

VII. Invoicing / Payment

1. Invoices are to be issued separately for each purchase order. The payment shall be settled only upon the complete receipt of goods in perfect conditions or of the complete and faultless service and after the receipt of the invoice. The foregoing is to be applied accordingly for partial deliveries. Delays in time owing to incorrect or incomplete invoices do not interfere with any discount period. In case of the granting of discounts the payment shall be as follows:
   - within 14 days minus a 3% discount;
   - within 30 days the net amount.
2. Receivables of the Supplier involving us can be assigned to third parties only with our approval. Payments shall be made only to the Supplier.

VIII. Guarantee / Warranty / Complaints

1. The Supplier undertakes the obligation that the goods including the layout and marking meet our requirements. Our purchase order or our order is to be carried out technically and materially according to the current state of the art.
2. In case of the delivery of faulty goods the Supplier shall be granted the opportunity of rectifying the defects or making a subsequent delivery. If the Supplier cannot provide for or fails to carry out the foregoing immediately upon request and within the envisaged time, we are entitled to send us the goods at the risk of the Supplier and to cover our requirements otherwise. In urgent cases we are entitled to provide personally for the rectifying of the defects after notifying the Supplier or to have these works be performed by a third party. The resulting costs shall be borne by the Supplier.
3. The warranty on the product manufactured by the Supplier or on the order carried out by him shall expire 12 months after the delivery and acceptance.
4. Unless otherwise regulated, the warranty shall act in accordance with the provisions of law in force.

IX. Manufacturer's Liability

1. As regards defects ascribable to a fault of the Supplier, he shall exempt us from the resulting manufacturer's liability insofar as he is immediately liable for said defects.

X. Trademark Rights

1. The Supplier is liable to make sure that no patent or other trademark rights of third parties are violated by his supply and its exploitation. The Supplier shall exempt us and our customer from each and every claim resulting from the use of said trademark rights. This does not apply insofar as the Supplier has manufactured the supplied goods as per the drawings, models or other equivalent descriptions and instructions provided by us and does not know or cannot know with regard to the products he has manufactured that trademark rights were violated.

XI. Force Majeure

1. War, civil wars, export restrictions or trade restrictions owing to a change in political relations as well as strikes, lockouts, breakdowns, operating restrictions and events that make the performance of the contract impossible or unreasonable are to be considered as force majeure and exempt us from the obligation to timely acceptance for the whole duration of one of the said events. The Contracting Partners undertake to notify each other of the foregoing and to adjust to the new circumstances in good faith.

XII. Custody / Property

1. We shall retain title to the material supplied by us. It is to be stored separately and is to be used only for our purchase orders. The Supplier is liable for depreciation or loss even if without fault. The items manufactured with the materials supplied by us are our property in the relevant manufacturing status. The Supplier shall keep these items for us; the costs for the safekeeping of the items and materials kept on our behalf are included in the purchase price.

XIII. Business Secrets

1. The Supplier undertakes to handle our purchase order and all of the related commercial and technical details as business secrets.

XIV. General Terms and Conditions

1. The invalidity of any provision herein it shall not affect any part of the remaining provisions.
2. As regards the legal relations between the Supplier and us, German law including the laws on international sale of movables shall apply even if the domicile of the Supplier is located abroad.
3. The place of performance shall be the city of Osnabrück. As regards the delivery, a place other than the above can be agreed.
4. Venue shall be the city of Osnabrück.

HAMMERSEN ELEMENTBAU GMBH & CO. KG
Chemnitzer Str. 3
49078 Osnabrück

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