General Terms and Conditions of Purchase for Rehm Thermal Systems GmbH

I.    General provisions, scope of application of the terms and conditions of purchase


1.    The following General Terms and Conditions of Purchase apply to all of our orders placed with suppliers. We do not recognize any supplier’s terms and conditions which conflict with our terms and conditions of purchase or with legal provisions or which differ from these, unless we expressly agree with their validity in writing. Our terms and conditions of purchase shall also apply if we unconditionally accept the supplier’s delivery in the knowledge of supplier’s terms and conditions which conflict with or differ from our terms and conditions of purchase.

2.    Our terms and conditions of purchase shall only apply to entrepreneurs within the meaning of section 14 of the German Civil Code [BGB].


II.    Offers, acceptance of contract, contractual documents


1.    We are bound by our order for 7 days.

2.    Only the goods, quantities and designations listed in our order shall be binding. Any subsequent changes shall only be binding if they are made in text form.

3.    All contractual agreements shall be made in text form. The same shall apply to additions and changes to the contract. No verbal agreements are entered into at the time of the conclusion of the contract.

4.    We reserve all ownership rights and copyrights in relation to the illustrations, drawings, calculations and other documents enclosed with our order. Such documents shall be kept confidential vis-à-vis third parties and may not be made available to them without our prior express consent. Such documents shall be used exclusively for the production in accordance with our order and shall be returned to us unprompted after the order has been completed.

5.    The supplier shall inform us without delay if any quantities, dimensions or technical information appear to be missing, are incomplete or differ from previous orders. Furthermore, the supplier shall notify us if the delivery and/or service is clearly not suitable to achieve the purpose intended by us.

6.    If the supplier is unable to deliver the ordered goods at all or within the delivery time, it shall notify us in writing without delay, however, no later than three working days following receipt of the order.


III.    Prices, terms of payment, non-assignment clause and packaging


1.    Unless expressly otherwise agreed between us and the supplier, the price stated in the order shall include both statutory value added tax and the costs of “free domicile” delivery, including packaging costs and any transport insurance costs.

2.    In the absence of an agreement to the contrary, the purchase price shall only become due for payment upon receipt of the defect-free goods, the delivery note, the supplier’s certificates, any other accompanying documents and receipt of the invoice in the proper form (cf. item 3 below).

3.    In order to be able to properly process the supplier’s invoices, the supplier shall include in its invoice the order number specified in our order, the item number specified in our order as well as the order date and shall comply with all other legal requirements concerning invoicing (e.g. tax-related requirements). If it fails to meet this obligation, then the supplier shall be liable for all resulting delays.

4.    Unless expressly otherwise agreed between us and the supplier, we will pay the supplier’s invoice with a 3 % discount within 14 days after the requirements for the payment becoming due in accordance with item 2 above are met or net within 30 days.

5.    We perform up to two payment runs per week. This means that invoices are paid up to three days early or up to four days late. Payments that reach the supplier too late by virtue of this fact shall nonetheless be deemed to have been paid on time and may still be subject to a discount.

6.    Any payments made by us shall not mean that we accept the goods or services provided as being in accordance with the contract.

7.    We shall have a right of set-off and retention to the extent stipulated by law.

8.    Any claims that the supplier is entitled to assert against us may only be assigned to a third party if we expressly consent to this.

9.    Insofar as we have stipulated requirements regarding packaging to the supplier, these shall be observed. In all other cases, the supplier shall package the goods in a way that excludes transport damage and that is in line with the intended means of transport. Any additional costs incurred due to a culpable failure to meet packaging requirements shall be borne by the supplier.

IV.    Delivery date

1.    The delivery date specified by us in the order shall be binding. Any additional costs incurred for any expedited shipment necessary in order to comply with the delivery date shall be borne by the supplier.

2.    The supplier shall notify us immediately if any circumstances arise or become known to it, which may jeopardize compliance with the agreed delivery date.

3.    We expressly reserve the right to postpone a delivery date to a later date. Deliveries ahead of the agreed delivery date shall be agreed with us in advance.

4.    Unless expressly otherwise agreed between us and the supplier, the delivery date shall only be deemed complied with if delivery is effected in the time from Monday to Thursday between 7.00 a.m. and 4.30 p.m. or on Friday between 7.00 a.m. and 12.15 p.m., if the delivery is complete and if all accompanying documents (e.g. reports issued by the German Association for Technical Inspections (TÜV), declarations of conformity, safety data sheets, test certificates, quality certificates) are handed over in full, together with and at the same time as the items delivered. Any parts produced in accordance with a drawing shall be delivered together with a copy of such drawing. In addition to the supplier’s item number, our item numbers and our order number shall be stated on all documents.

5.    In the event that the supplier is culpably in default of delivery, we shall be entitled to claim liquidated damages of 1 % of the order value for each completed week of default, up to a maximum of 5 % of the order value. We will declare our right to claim the liquidated damages no later than upon payment of the invoice following the delayed delivery. The right to assert claims for damages in excess of the above is expressly reserved; any applicable liquidated damages shall be credited against such claims.

V.    Passing of risk, documents

1.    Unless expressly otherwise agreed between us and the supplier, the risk of accidental loss/destruction and accidental deterioration of the goods shall only pass to us upon their acceptance by us at our place of business or at the place of delivery designated by us in the order.

2.    The supplier shall indicate the order number specified in our order on the shipping documents. If the supplier fails to meet this obligation, then it shall be responsible for all resulting delays.


VI.    Subcontracting


The passing on of orders to third parties without our express prior written consent is prohibited.


VII.    Inspection for defects, liability for defects


1.    We shall inspect the incoming goods within a reasonable time for deviations in terms of quality and quantity. A notice of defects shall be deemed submitted in good time if it is received by the supplier within one week from delivery of the goods or within one week from discovery of a hidden defect. A verbal complaint or a complaint by telephone shall suffice.

2.    In the case of goods that require special examination (measurements, involvement of a laboratory, etc.) and in the case of goods that are packaged in a particular way (e.g. vacuum packaging), the time limit referred to in item 1 above shall be extended with regard to visible defects, taking into account the circumstances of each individual case.

3.    In the event of a defect we shall be entitled to the full statutory warranty claims and rights. We shall in particular be entitled to claim damages or damages in lieu of performance.

4.    The supplier shall bear all costs incurred for remedying a defect at the location in which the defective goods are located; in particular, it shall bear all flight, travel, work, hotel and transport costs necessarily incurred for remedying a defect without delay and in an accelerated manner.

5.    Claims for defects shall become time-barred 36 months after the delivery of the goods, unless the statutory warranty period or the warranty period granted by the supplier goes beyond this. If our claims for defects refer to an item which, in accordance with its usual usage, has been used for the construction of a building and has caused its defectiveness, our claims for defects shall become time-barred 84 months from delivery of such item, unless the statutory warranty period or the warranty period granted by the supplier goes beyond this.

VIII.    Exportation, ISO certification


1.    When accepting our order, the supplier shall, of its own accord, notify us in writing if any items to be delivered are subject to an export license in whole or in part. Upon request, the supplier shall provide us with the goods tariff number of each individual part concerned and shall furnish all evidence required for exportation and for obtaining customs and other benefits.

2.    If the supplier holds a valid ISO certificate, it shall provide us unprompted with electronic access to such a certificate.

3.    Any goods and products that contain hazardous substances in accordance with EC Directive 2002/95/EC (RoHS) must comply with the relevant provisions of this Directive (RoHS¬ compliance). Proof of the above shall be provided by the supplier unprompted.

4.    For goods and products that fall under EC Regulation 1907/2006 (REACH Regulation), the supplier shall guarantee compliance with the provisions contained therein and shall provide the required data sheets and information unprompted.


IX.    Product liability, indemnity, third-party liability insurance cover


1.    If the supplier is responsible for any product damage, it shall indemnify us on first demand against third-party claims for damages insofar as the cause lies in its sphere of control or organization and it is liable itself in its relationship to the third party.

2.    Within the scope of its liability for damages pursuant to item 1, the supplier shall in particular reimburse to us any expenses pursuant to sections 683 and 670 or sections 830, 840, 426 of the German Civil Code [Bürgerliches Gesetzbuch (BGB)], which result from or in connection with a recall campaign carried out by us in accordance with the law. As far as possible and reasonable, we shall inform the supplier sufficiently in advance about the content and scope of such recall action to be carried out and give it the opportunity to deliver an opinion.

3.    The supplier undertakes to maintain a product liability insurance policy with sufficient minimum coverage per insured event. However, any additional claims for damage, to which we are entitled, shall not be excluded or limited as to their amount or content by this. We may demand that the supplier provides us with a confirmation of its insurance cover.

X.    Property rights


1.    The supplier guarantees that, in connection with its delivery, it does not infringe any third-party rights in the Federal Republic of Germany and, if it was informed of the country of destination of our delivery, in the country of destination.

2.    If a claim is brought against us by a third party based on a breach of relevant third-party rights due to the goods delivered by the supplier, then the supplier shall indemnify us upon first demand against any and all claims asserted by such third party, provided the third party claims in its submissions that the rights have been breached in the Federal Republic of Germany. If claims for damages are asserted by the third party, the supplier shall be free to provide evidence showing that it is not liable for the breach of the property right concerned.

3.    The supplier’s obligation to indemnify shall in particular include the expenses necessarily incurred by us based on the assertion of claims by the third party.

4.    Our above claims shall become time-barred 36 months after the passing of risk.
 


XI.    Retention of title, provision of materials, tools, confidentiality


1.    We reserve title to any parts provided by us to the supplier. The processing or transformation of any objects by the supplier shall always be carried out for us. If our goods subject to retention of title are processed with other items which do not belong to us, we shall acquire co-ownership of the new item in proportion of the value of our goods subject to retention of title to the value of the other objects processed at the time of processing.

2.    If the parts made available by us are mixed inseparably with other items not belonging to us, we shall acquire co-ownership of the new item in proportion of the value of our goods subject to retention of title to the value of the other objects mixed at the time of mixing. If the mixing is carried out in such a way that the supplier’s object is to be seen as the main object, the supplier shall assign proportional co-ownership of the new object to us. The supplier shall keep such solely owned or co-owned objects in safe custody for us.

3.    If the security interests, to which we are entitled under item 1 and/or 2, exceed the purchase price of all of our still unpaid goods subject to retention of title by more than 10 %, we shall be obliged to release security interests of our choice at the supplier’s request.

4.    We reserve title to the tools made available by us to the supplier. The supplier may only use such tools for the production of the goods ordered by us. It shall insure such tools owned by us against damage due to fire, water and theft, based on their original prices, at its own cost and expense. The supplier shall handle our tools carefully and shall ensure that these are subjected to timely servicing, maintenance and repair, at its own cost and expense.

5.    The supplier shall keep all illustrations, drawings, calculations and other documents and information it has received from us strictly confidential. It shall only be entitled to disclose these to a third party with our express consent. The non-disclosure obligation shall continue to apply beyond the performance of this Agreement. However, it shall lapse if and to the extent that the production knowledge contained in such illustrations, drawings, calculations and other documents provided has become generally known.


XII.    Governing Law, place of performance, place of jurisdiction


1.    All contractual relationships between us and the supplier shall be governed by the law of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

2.    Unless expressly otherwise agreed between us and the supplier, the place of performance shall be the place of our company’s registered office.

3.    If the supplier is a business person or entity within the meaning of the German Commercial Code [Handelsgesetzbuch (HGB)], the exclusive venue for all disputes between us and the supplier shall be the court competent for our company’s registered office. However, we shall also be entitled to bring an action against the supplier at the court competent for its residence or registered office.

Blaubeuren-Seissen, Germany, 2014

ContactImprintPrivacyConditions of Purchase