General Terms and Conditions of Purchase medi GmbH & Co. KG

Transcription

1 General Terms and Conditions of Purchase medi GmbH & Co. KG medi GmbH & Co. KG Medicusstrasse Bayreuth Germany I Scope 1. These General Terms and Conditions of Purchase shall be applicable to your deliveries and services to us in the absence of any other agreements having been made. 2. Other General Terms and Conditions shall not apply, even if they were not expressly contested in the individual case or ordered goods were accepted without reservation. II Orders 1. Our orders and amendments or addenda to the orders require to be in written or text form. Only employees of our purchasing department are authorized by order and for account of medi GmbH & Co.KG. 2. We expect for all our orders an order confirmation. The employees of the purchasing department remind the missing confirmation latest three days after we have sent the order. We shall be entitled to cancel our order at no cost to us if you fail to confirm it to us unaltered within 2 weeks from receipt. III Deadlines and consequences of exceeding deadlines 1. Agreed deadlines for the deliveries and services are binding and are quoted inclusive of arrival at the place of performance. Should any delays be expected or occur, you must inform us immediately in writing. 2. Should you also fail to deliver or perform services within a period of grace set by us, we shall be entitled to withdraw from the Contract in accordance with the statutory provisions and demand compensation. We shall also be entitled to withdrawal if you are not responsible for the delay. 3. We reserve the right to demand an agreed contractual penalty for not providing due performance ( 341 BGB [German Civil Code]) until the final payment. IV Prices 1. The prices are fixed prices. They include all expenditure in connection with the deliveries and services to be provided by you.

2 2. Invoices must be made out immediately after despatching the goods, showing the order and item number. Value Added Tax must be shown separately. V Processing and delivery 1. Every delivery has to be confirm with our terms of delivery, which you can find also on our homepage. 2. You may award subcontracts only with our consent with the exception of cases which merely concerning the supply of marketable parts. Call-off deliveries shall be binding in terms of the type and quantity of the goods called off as well as the time of delivery. Partial deliveries require our approval. 3. A delivery note should be enclosed with every delivery and should show details of our order number and the description of the contents according to type and quantity. 4. Each delivery must conform to the prescribed Delivery Specifications which are attached as an appendix to these conditions. 5. A technical description and instructions for use should be supplied with equipment free of charge. The obligation to deliver is not fulfilled in the case of software products until the complete (technical system and user) documentation has been supplied. In the case of programs created specially for us, the program must also be supplied in the source format. VI Invoices, payments 1. Invoices must be submitted to us by separate mail; they must show our order number and a delivery/performance date. 2. Your entitlement to remuneration shall become due for payment at the earliest following receipt of the goods and receipt of your invoice. The date of payment shall be taken to be the day on which our bank received the payment order or on which the cheque was sent. 3. Payments do not constitute acknowledgement of the delivery or service as being as per contract. In the event of defective or incomplete delivery or service we shall be entitled, regardless of our other rights, to withhold payments within reason on claims arising out of the business relationship until proper fulfilment of performance 4. The assignment of your claims against us to third parties is excluded.

3 5. Irrespective of the time elapsed since the due date and invoice, we shall only be deemed to be in default if we fail to pay upon a written warning, filing of a suit or service of a demand for payment after the due date. The 30-day period under Section 286 (3) German Civil Code shall not be applicable. VII Safety, environmental protection 1. Your deliveries and services must comply with the statutory provisions, in particular the safety and environmental protection provisions and if necessary including the regulation on hazardous substances, the Electrical and Electronic Equipment Act/ElektroG and the safety recommendations of the competent German professional bodies or associations, e.g. VDE, VDI, DIN. The relevant verifications, test reports and certificates must be supplied free of charge. 2. It is your duty to ascertain and observe the current status of the relevant guidelines and legislation for your components as regards substance restrictions. You must not use forbidden substances. Restricted and hazardous substances under the applicable laws and guidelines must be stated by you on the specifications. Where appropriate, the safety data sheets should be submitted along with the tenders and with the respective first delivery with the delivery note (at least in German or English). We must be informed immediately of any indications of the exceeding of substance restrictions and delivery of restricted substances. 3. No ozone-depleting substances, e.g. FCKW/CFC, carbon tetrachloride, trichlorethane, must be used in the manufacture of the goods and packaging delivered to us. 4. You alone shall be responsible for the compliance with the accident prevention regulations in the case of deliveries and performance of services. Any protective devices required in accordance with these regulations and any instructions from the manufacturer are to be supplied free of charge with the goods. 5. You must comply with the relevant anti-terrorism regulations of the EC, UNO or Germany and have inspected all transactions concerning Medi with regard to these regulations. IX Import and export regulations, customs duty 1. Your EU VAT ID must be given in the case of supplies and services from a country which is a member of the EU outside Germany.

4 2. Imported goods must be supplied duty paid. You are obliged under Regulation (EC) No. 1207/2001 to provide at your expense any required declarations and information, allow inspections by the customs authority and provide necessary official confirmations. 3. You are required to notify us in detail and in writing of any licensing obligations for (re-)exports under German, European, or U.S. export and customs regulations and also export and customs regulations of the country of origin of the goods. 4. You must submit to us a long-term supplier s declaration in respect of all goods delivered to us. With this you confirm the preferential legal status of the goods. You shall be liable vis-à-vis medi for any damage resultant from non-observance of this stipulation or for declarations issued incorrectly. X Passing of risk, acceptance, property rights 1. Irrespective of the agreed price, the risk in the case of delivery without installation or assembly passes to us upon delivery at the delivery address stipulated by us and in the case of delivery with installation or assembly with the successful conclusion of our inspection. Commissioning or utilisation does not replace our declaration of acceptance. 2. The title to the delivered goods shall pass to us upon payment. Any extended or expanded retention of title is excluded. XI Requirement to inspect and give notice of defects, cost of inspection 1. A goods inwards inspection will only be performed by us with regard to externally visible damage and externally identifiable differences in identity and quantity. We shall give notice of such defects immediately. We reserve the right to carry out a more extensive goods inwards inspection. We shall moreover give notice of defects as soon as they are identified depending on the circumstances in the normal course of business. To that extent you will waive objection to the delayed notification of defects. 2. Should we return faulty goods to you, we shall be entitled to charge the invoice amount back to you plus a flat rate for expenses of 5 % of the price of the faulty goods, at the most, however, per return delivery. We reserve verification of increased expenditure. You shall be free to provide verification of lower or no expenditure. XIV Warranty for quality and title defects

5 1. Faulty deliveries must be replaced immediately by defect-free deliveries and faulty services repeated without defects. In the case of design or construction errors we shall be entitled to assert the rights provided for in Clause 11.3 immediately. 2. Repair of faulty deliveries or services requires our approval. You shall bear the risk during the period when the subject of the delivery or performance of services is not in our safekeeping. 3. Should you also fail to remedy the defect within a reasonable period of grace granted to you, we can withdraw from the contract or reduce the remuneration and demand compensation in addition, according to our choice. 4. In urgent cases (particularly where there is a risk to operational reliability or to avert exceptionally high damages), in order to remedy minor defects as well as in the case of your delay in remedying a defect, we shall be entitled, after informing you beforehand and expiry of a reasonably brief period of grace as befits the situation, to remedy the defects and any resultant damage ourselves or have them removed by a third party at your expense. This shall also apply if your delivery or performance of services is delayed and we are compelled to remedy the defects immediately in order to prevent being in default ourselves. 5. The warranty period for quality and title defects is 36 months from the passing of risk pursuant to Clause 9. The course of the warranty period shall be suspended for the period beginning with the sending of our notice of defects and ending with the acceptance of the defect-free delivery or performance of services by us. 6. If you have to deliver or perform drawings or other particular requirements in accordance with out plans, conformity of the delivery or performance with the requirements is deemed expressly assured. Should the delivery or performance of services deviate from the requirements, we shall immediately be entitled to the rights specified in Clause Our statutory rights shall moreover remain unaffected. XIV Repeated performance failures 1. Should you in essence provide the same or similar deliveries or services which are again defective or delayed following a written warning, we shall be entitled to immediate withdrawal. Our right of withdrawal in this case also includes supplies and services which you are obliged to provide us with in future from this or another contractual relationship. XV Exemption in the case of quality and title defects

6 1. You shall hold us harmless of any claims against us by third parties - regardless of the grounds - in respect of quality and title defects or any other fault in a product supplied by you and shall reimburse us for the necessary costs incurred by the legal proceedings in this regard. XVI Technical documentation, tools, manufacturing equipment 1. Technical documentation, tools, works standards, manufacturing equipment etc. provided by us shall remain our property; all trademark, copyright and other industrial property rights shall remain with us. These must be returned to us unsolicited together with any copies made immediately after the order is executed; in that respect you are not authorised to assert any right of retention. You may only use the specified objects to execute the order and not surrender them to unauthorised third parties or make them accessible in any other way. Duplication of the specified objects is only permitted inasmuch as it is necessary for the execution of the order. 2. If you produce the objects named in Clause 14.1 sentence 1 in part or in their entirety for us at our cost, clause 14.1 shall apply accordingly, whereby we shall become (co-)owners commensurate with the provision of our share in the manufacturing costs. You shall preserve these objects for us free of charge; we may at any time acquire your rights as regards the object, with reimbursement of any expenses not yet amortised and claim possession of the object. XIX Provision of material 1. Any material provided by us shall remain our property and must be kept by you free of charge and with the diligence of a prudent businessman kept separate from your other objects and labelled as our property. It must only be used to execute our order. Damage to the material provided must be remedied by you. 2. Should you convert or transform the material provided, this activity will be performed for us. We shall become direct owners of the new objects produced in this way. If the material provided only constitutes a part of the new objects, we shall be entitled to co-ownership commensurate with the equivalent value of the material contained therein. 3. At medi s request evidence of third-party liability insurance is to be provided in the form of a copy of the insurance policy.

7 XX Confidentiality 1. You must treat as confidential any commercial and technical details which are not public knowledge and of which you become aware through the business relationship, and not pass them on to third parties. 2. The manufacturing for third parties, the showcasing of products made specially for us, in particular according to our plans, drawings or other special requirements, publications concerning the orders and services and the reference to this order vis-à-vis third parties require our prior written approval. 3. We would point out that we store personal data connected with our business relationship with you and also pass this data on to companies affiliated with us in the group of companies. XXX Miscellaneous 1. The place of performance is the delivery address stated in each case. 2. The place of jurisdiction is, inasmuch as you are a businessman, the seat of the company of medi GmbH & Co. KG. using these conditions. We shall, however, be entitled also to use your seat. 3. This contract is subject to the law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on the International Sale of Goods (CISG) and the referral provisions of the German International Private Law 4. Should any individual terms of these General Terms and Conditions of Purchase be invalid in part or in their entirety, the validity of the remaining terms or the other parts of such terms shall not be affected.