STANDARD TERMS AND CONDITIONS FOR THE SALE OF GOODS
1.1 In these Conditions:
‘BUYER’ means the person who accepts a quotation of the Seller for the sale of the Goods or whose order for the Goods is accepted by the Seller.
‘GOODS’ means the goods (including any instalment of the goods or any parts for them) which the Seller is to supply in accordance with these Conditions.
‘SELLER’ means TRAFAG (UK) LTD. (registered in ENGLAND & WALES under number 3268841).
‘CONDITIONS’ means the standard terms and conditions of sale set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between the Buyer and the Seller.
‘CONTRACT’ means the contract for the purchase and sale of the Goods.
‘WRITING’ includes telex, cable, facsimile transmission, e-mail and comparable means of communication.
1.2 Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.
1.3 The headings in these Conditions are for convenience only and shall not affect their interpretation.
2 Basis of the Sale
2.1 The Seller shall sell and the Buyer shall purchase the Goods in accordance with any written quotation of the Seller which is accepted by the Buyer, or any written order of the Buyer which is accepted by the Seller, subject in either case to these Conditions, which shall govern the Contract to the exclusion of any other terms and conditions subject to which any such quotation is accepted or purported to be accepted, or any such order is made or purported to be made, by the Buyer.
2.2 No variation to these Conditions shall be binding unless agreed in Writing between the authorised representatives of the Buyer and the Seller.
2.3 The Seller’s employees or agents are not authorised to make any representations concerning the Goods unless confirmed by the Seller in Writing. In entering into the Contract the Buyer acknowledges that it does not rely on any such representations which are not so confirmed.
2.4 Any advice or recommendation given by the Seller or its employees or agents to the Buyer or its employees or agents as to the storage, application or use of the Goods which is not confirmed in Writing by the Seller is followed or acted upon entirely at the Buyer’s own risk, and accordingly the Seller shall not be liable for any such advice or recommendation which is not so confirmed.
2.5 Any typographical, clerical or other error or omission in any sales literature, quotation, price list, acceptance of offer, invoice or other document or information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
3 Orders and Specifications
3.1 No order submitted by the Buyer shall be deemed to be accepted by the Seller unless and until confirmed in Writing by the Seller’s authorised representative.
3.2 The Buyer shall be responsible to the Seller for ensuring the accuracy of the terms of any order (including any applicable specification) submitted by the Buyer, and for giving the Seller any necessary information relating to the Goods within a sufficient time to enable the Seller to perform the Contract in accordance with its terms.
3.3 The quantity, quality and description of and any specification for the Goods shall be those set out in the Seller’s quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by the Seller).
3.4 If the Goods are to be manufactured or any process is to be applied to the Goods by the Seller in accordance with a specification submitted by the Buyer, the Buyer shall indemnify the Seller against all loss, damages, costs and expenses awarded against or incurred by the Seller in connection with or paid or agreed to be paid by the Seller in settlement of any claim for infringement of any patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person which results from the Seller’s use of the Buyer’s specification.
3.5 The Seller reserves the right to make any changes in the specification of the Goods which are required to conform with any applicable statutory or EC requirements or, where the Goods are to be supplied to the Seller’s specification, which do not materially affect their quality or performance.
3.6 No order which has been accepted by the Seller may be cancelled by the Buyer except with the Agreement in Writing of the Seller and on terms that the Buyer shall indemnify the Seller in full against all loss (including loss of profit), costs (including the cost of all labour and materials used), damages, charges and expenses incurred by the Seller as a result of cancellation.
4 Price of the Goods
4.1 The price of the Goods shall be the Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price listed in the Seller’s published price list current at the date of acceptance of the order.
4.2 The Seller reserves the right, by giving notice to the Buyer at any time before delivery, to increase the price of the Goods to reflect any increase in the cost to the Seller which is due to any factor beyond the control of the Seller (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Buyer, or any delay caused by any instructions of the Buyer or failure of the Buyer to give the Seller adequate information or instructions.
4.3 Except as otherwise stated under the terms of any quotation or in any price list of the Seller, and unless otherwise agreed in Writing between the Buyer and the Seller, all prices are given by the Seller on an ex works basis, and where the Seller agrees to deliver the Goods otherwise than at the Seller’s premises, the Buyer shall be liable to pay the Seller’s charges for transport, packaging and insurance.
4.4 The price is exclusive of any applicable value added tax, which the Buyer shall be additionally liable to pay to the Seller.
5 Terms of Payment
5.1 Subject to any special terms agreed in Writing between the Buyer and the Seller, the Seller shall be entitled to invoice the Buyer for the price of the Goods on or at any time after delivery of the Goods, unless the Goods are to be collected by the Buyer or the Buyer wrongfully fails to take delivery of the Goods, in which event the Seller shall be entitled to invoice the Buyer for the price at any time after the Seller has notified the Buyer that the Goods are ready for collection or (as the case may be) the Seller has tendered delivery of the Goods.
5.2 The Buyer shall pay the price of the Goods within 30 days of the date of the Seller’s invoice, and the Seller shall be entitled to recover the price, notwithstanding that delivery may not have taken place and the property in the Goods has not passed to the Buyer. The time of payment of the price shall be of the essence of the Contract. Receipts for payment will be issued only upon request.
5.3 If the Buyer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to:-
5.3.1 cancel the contract or suspend any further deliveries to the Buyer;
5.3.2 appropriate any payment made by the Buyer to such of the Goods (or the goods supplied under any other contract between the Buyer and the Seller) as the Seller may think fit (notwithstanding any purported appropriation by the Buyer); and
5.3.3 charge the Buyer interest (both before and after any judgement) on the amount unpaid, at the rate specified in the Payments of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002.
6.1 Delivery of the Goods shall be made by the Buyer collecting the Goods at the Seller’s premises at any time after the Seller has notified the Buyer that the Goods are ready for collection or, if some other place for delivery is agreed by the Seller, by the Seller delivering the Goods to that place.
6.2 Any dates quoted for delivery of the Goods are approximately only and the Seller shall not be liable for any delay in delivery of the Goods however caused. Time for delivery shall not be of the essence of the Contract unless previously agreed by the Seller in writing. The Goods may be delivered by the Seller in advance of the quoted delivery date upon giving reasonable notice to the Buyer.
6.3 Where the Goods are to be delivered in instalments, each delivery shall constitute a separate contract and failure by the Seller to deliver any one or more of the instalments in accordance with these Conditions or any claim by the Buyer in respect of any one or more instalments shall not entitle the Buyer to treat the Contract as a whole as repudiated.
6.4 If the Seller fails to deliver the Goods (or any instalment) for any reason other than any cause beyond the Seller’s reasonable control or the Buyer’s fault, and the Seller is accordingly liable to the Buyer, the Seller’s liability shall be limited to the excess (if any) of the cost to the Buyer (in the cheapest available market) of similar goods to replace those not delivered over the price of the Goods.
6.5 If the Buyer fails to take delivery of the Goods or fails to give the Seller adequate delivery instructions at the time stated for delivery (otherwise than by reason of any cause beyond the Buyer’s reasonable control or by reason of the Seller’s fault) then, without prejudice to any other right or remedy available to the Seller, the Seller may store the Goods until actual delivery and charge the Buyer for the reasonable costs (including insurance) of storage.
7 Risk and Property
7.1 Risk of damage to or loss of the Goods shall pass to the Buyer;
7.1.1 in the case of Goods to be delivered at the Seller’s premises, at the time when the seller notifies the buyer that the Goods are available for collection; or
7.1.2 in the case of Goods to be delivered otherwise than at the Seller’s premises, at the time of delivery or, if the Buyer wrongfully fails to take delivery of the Goods, the time when the Seller has tendered delivery of the Goods.
7.2 Notwithstanding delivery and the passing of risk in the Goods, or any other provision of these Conditions, the property in the Goods shall not pass to the Buyer until the Seller has received in cash or cleared funds payment in full of the price of the Goods and all other goods agreed to be sold by the Seller to the Buyer for which payment is then due.
7.3 Until such time as the property in the Goods passes to the Buyer, the Buyer shall hold the Goods as the Seller’s fiduciary agent and bailee, and shall keep the Goods separate from those of the Buyer and third parties and properly stored, protected and insured and identified as the Seller’s property, but shall be entitled to resell or use the Goods in the ordinary course of its business.
7.4 Until such time as the property Goods passes to the Buyer (and provided the Goods are still in existence and have not been resold), the Seller shall be entitled at any time to require the Buyer to deliver up the Goods to the Seller and, if the Buyer fails to do so forthwith, to enter upon any premises of the Buyer or any third party where the Goods are stored and repossess the Goods.
7.5 The Buyer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Goods which remain the property of the Seller, but if the Buyer does so all monies owing by the Buyer to the Seller shall (without prejudice to any other right or remedy of the Seller) forthwith become due and payable.
8 Warranties and Liability
8.1 Subject to the conditions set out below the Seller warrants that the Goods will correspond with their specification at the time of delivery and will be free from defects in material and workmanship for a period of 12 months from the date of their initial use or 12 months from delivery, whichever is the first to expire.
8.2 The above warranty is given by the Seller subject to the following conditions:
8.2.1 the Seller shall be under no liability in respect of any defect in the Goods arising from any drawing, design or specification supplied by the Buyer;
8.2.2 the Seller shall be under no liability in respect of any defect arising from fair wear and tear, wilful damage, negligence, abnormal working conditions, failure to follow the Seller’s instructions (whether oral or in writing), misuse or alteration or repair of the Goods without the Seller’s approval;
8.2.3 the Seller shall be under no liability under the above warranty (or any other warranty, condition or guarantee) if the total price for the Goods has not been paid by the due date for payment;
8.2.4 the above warranty does not extend to parts, materials or equipment not manufactured by the Seller, in respect of which the Buyer shall only be entitled to the benefit of any such warranty or guarantee as is given by the manufacturer to the Seller.
8.3 Subject as expressly provided in these Conditions, and except where the Goods are sold to a person dealing as a consumer (within the meaning of the Unfair Contract Terms Act 1977), all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
8.4 Any claim by the Buyer which is based on any defect in the quality or condition of the Goods or their failure to correspond with specification shall (whether or not delivery is refused by the Buyer) be notified to the Seller within 7 days from the date of delivery or (where the defect or failure was not apparent on reasonable inspection) within a reasonable time after discovery of the defect or failure. If delivery is not refused, and the Buyer does not notify the Seller accordingly, the Buyer shall not be entitled to reject the Goods and the Seller shall have no liability for such defect or failure, and the Buyer shall be bound to pay the price as if the Goods had been delivered in accordance with the Contract.
8.5 Where any valid claim in respect of any of the Goods which is based on any defect in the quality or condition of the Goods or their failure to meet specification is notified to the Seller in accordance with these Conditions, the Seller shall be entitled to replace the Goods (or the part in question) free of charge or, at the Seller’s sole discretion, refund to the Buyer the price of the Goods (or a proportionate part of the price), but the Seller shall have no further liability to the Buyer.
8.6 Except in respect of death or personal injury caused by the Seller’s negligence, the Seller shall not be liable to the Buyer by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss or damage costs, expenses or other claims for compensation whatsoever (whether caused by the negligence of the Seller, its employees or agents or otherwise) which arise out of or in connection with the supply of the Goods or their use or resale by the Buyer, and the entire liability of the Seller under or in connection with the Contract shall not exceed the price of the Goods, except as expressly provided in these Conditions.
8.7 The Seller shall not be liable to the Buyer or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Seller’s obligations in relation to the Goods, if the delay or failure was due to any cause beyond the Seller’s reasonable control. Without prejudice to the generality of the foregoing, the following shall be regarded as causes beyond the Seller’s reasonable control:
8.7.1 Act of God, explosion, flood, tempest, fire or accident;
8.7.2 war or threat of war, sabotage, insurrection, civil disturbance or requisition;
8.7.3 acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority;
8.7.4 import or export regulations or embargoes;
8.7.5 strikes, lock-outs or other industrial actions or trade disputes (whether involving employees of the Seller or of a third party);
8.7.6 difficulties in obtaining raw materials, labour, fuel, parts or machinery;
8.7.7 power failure or breakdown in machinery.
9.1 If any claim is made against the Buyer that the Goods infringe or that their use or resale infringes the patent, copyright, design, trade mark or other industrial or intellectual property rights of any other person, then unless the claim arises from the use of any drawing, design or specification supplied by the Buyer, the Seller shall indemnify the Buyer against all loss, damages, costs and expenses awarded against or incurred by the Buyer in connection with the claim, or paid or agreed to be paid by the Buyer in settlement of the claim, provided that:
9.1.1. the Seller is given full control of any proceedings or negotiations in connection with any such claim;
9.1.2. the Buyer shall give the Seller all reasonable assistance for the purposes of any such proceedings or negotiations;
9.1.3. except pursuant to a final award, the Buyer shall not pay or accept any such claim, or compromise any such proceedings without the consent of the Seller (which shall not be unreasonably withheld);
9.1.4. the Buyer shall do nothing which would or might vitiate any policy of insurance or insurance cover which the Buyer may have in relation to such infringement, and this indemnity shall not apply to the extent that the Buyer recovers any sums under any such policy or cover (which the Buyer shall use its best endeavours to do);
9.1.5. the Seller shall be entitled to the benefit of, and the Buyer shall accordingly account to the Seller for, all damages and costs (if any) awarded in favour of the Buyer which are payable by, or agreed with the consent of the Buyer (which consent shall not be unreasonably withheld) to be paid by, any other party in respect of any such claim; and
9.1.6. without prejudice to any duty of the Buyer at common law, the Seller shall be entitled to require the Buyer to take such steps as the Seller may reasonably require to mitigate or reduce any such loss, damages, costs or expenses for which the Seller is liable to indemnify the Buyer under this clause.
10 Insolvency of Buyer
10.1 This clause applies if:
10.1.1 the Buyer makes any voluntary arrangement with its creditors or (being an individual or firm) becomes bankrupt or (being a company) becomes subject to an administration order or goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
10.1.2 an encumbrancer takes possession, or a receiver is appointed, of any of the property or assets of the Buyer; or
10.1.3 the Buyer ceases, or threatens to cease, to carry on business; or
10.1.4 the Seller reasonably apprehends that any of the events mentioned above is about to occur in relation to the Buyer and notifies the Buyer accordingly.
10.2 If this clause applies then, without prejudice to any other right or remedy available to the Seller, the Seller shall be entitled to cancel the Contract or suspend any further deliveries under the Contract without any liability to the Buyer, and if the Goods have been delivered but not paid for the price shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary.
11.1 Any notice required or permitted to be given by either party to the other under these Conditions shall be in Writing addressed to that other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
11.2 No waiver by the Seller of any breach of the Contract by the Buyer shall be considered as a waiver of any subsequent breach of the same or any other provision.
11.3 If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision in question shall not be affected.
11.4 The Contract shall be governed by the laws of England and the Buyer agrees to submit to the non-exclusive jurisdiction of the English courts.
Unless otherwise agreed in writing for particular cases these terms and conditions shall prevail for all our orders placed and services rendered (hereinafter “services”). Terms and conditions stipulated by the Supplier shall only be binding upon us if and to the extent we have expressly accepted them in writing.
Offers submitted to us will be free of charge and are not binding for Trafag AG. If no order is placed by us after documents have been made available to the Supplier, it is essential that the Supplier returns all documents together with any copies without being requested by us.
Our orders shall be binding if they are placed in writing. Oral agreements are only binding, when they are confirmed by us in writing. The same shall apply for all amendments, supplements, specifications, etc. The Supplier must acknowledge the order in writing without any delay.
- Use Rights, Rights to Development Results
The Supplier shall grant to Trafag AG the non-exclusive, transferable worldwide and perpetual right to use the deliveries and services including related documentation, to integrate them into other products and to distribute them worldwide. The Supplier warrants that it disposes of the necessary license and distribution rights, and shall indemnify us in case of any third party claims in connection with the alleged infringement of those rights.
As far as construction or development results are created in connection with the supplies or services to be provided by the Supplier, we shall hold exclusive and sole title to the rights relating to such results, including unlimited use rights. Without our express written consent, construction or development results may neither be made available to third parties in whole or in part nor used for the Supplier’s own or other purposes.
- All Documents, Examination, Auxiliary Material as well as Free Issue Material
Documents (drawings, manufacturing, testing and delivery instructions etc.) shall neither be copied nor made available to third parties and be used for no other purpose but for completion of our order.
Operating, test- and measuring equipment, auxiliary material (samples, models, packaging material, etc.), tools and free-issue material, which we may make available to the Supplier, shall remain our property and shall be marked accordingly and may not be made accessible to third parties.
The Supplier shall preserve the aforementioned items with due care and insure them at its cost against fire, theft or other loss or damage.
With the conclusion of the contract the Supplier authorizes us to seek the registration of a reservation of title of the aforementioned objects in the official registers according to the laws of the respective countries, and undertakes to fulfill all formal requirements. The Supplier shall take all measures necessary to protect our property.
The documents and auxiliary material shall be returned to us intact any time upon our request, at the latest, however, upon delivery of the goods, or – if expressly agreed – be stored by the Supplier until otherwise instructed by us.
- Prices and Terms of Payment
The agreed prices are firm prices. Changes in prices, orders or statements of work and/or related reservations shall only be binding if and to the extent they have been expressly acknowledged by us in writing. Each shipment shall be invoiced immediately upon shipping. A separate invoice shall be issued for each shipment indicating both VAT (if applicable) and our job order code. Invoices lacking this information will be rejected. Registered c.o.d. consignments are not accepted.
Our payments are effected irrespective of an examination of the goods upon receipt at their destination. Consequently our payments or partial payments do not constitute acknowledgement of quantity, price and quality, and shall not limit our ability to bring claims even after payment of the goods.
Unless agreed otherwise, payments shall be made within 14 days less 2% discount, or fully within 30 days net.
The payment period begins upon full completion of the delivery of goods ordered or services rendered.
- Deliveries and Services of Supplier
The items and quantities specified in our orders shall be complied with. We reserve the right to return surplus parts to the Supplier against full compensation of our expenses, and in case of reduced quantity, to insist on the delivery of the full quantity ordered. We are entitled to return defective goods to the Supplier and to claim replacement through the supply of non-defective goods.
Deliveries of suppliers and sub-contractors are subject to our quality assurance system pursuant to ISO9001 / EN29001. Our suppliers and sub-contractors are appraised accordingly.
The Supplier warrants that the delivered products do not contain any radioactive contamination exceeding one tenth of the exemption values as defined by the Basic Safety Standards of the International Atomic Energy Agency (IAEA).
In cases of delivery delays, we are entitled to charge a penalty for each commenced week of delay amounting to 0.5% but not exceeding a total of 10% of the total value of the relevant contract. This penalty can be deducted from the invoice. Additional damages claims for proven losses are expressly reserved.
- Packing and Shipping
Packing shall be adapted to the goods and the mode of transportation. Preference shall be given to environmentally friendly packaging material. Loss and damage of goods attributable to defective packing shall be at the Supplier’s expense.
We shall be entitled to specify the type of shipment and the carrier. Otherwise the Supplier shall be obliged to choose the mode of shipment that is most favorable for us.
A delivery note shall accompany each delivery/partial delivery and shall clearly state our order code, article no. and description of goods, net and gross weight and / or exact number of pieces. Partial deliveries shall be indicated as such.
Each document concerning an order by us shall at least specify our order code. The Supplier is deemed not to have fulfilled his contractual obligation until we have received the proper delivery and dispatch documents as well as certificates, if any.
- Dates and Periods of Delivery
The dates and periods of delivery fixed by us shall be binding (also for partial deliveries). They shall be deemed to have been complied with if the goods arrive at their place of destination, or if the relevant services have been completed, prior to the expiration of the dates and periods fixed by us.
Failure to observe the agreed dates and periods of delivery (also for partial deliveries) shall entitle us to renounce the supplies or services contracted without granting a grace period, and to rescind the contract. Legal claims for damages shall be reserved. The penalty pursuant to clause 5 as well as statutory damages claims are expressly reserved.
For deliveries that are received earlier than agreed, we shall reserve the right to pay the respective invoice at the agreed time of delivery.
If an urgent shipment (freight, express delivery, etc.) is necessary due to late delivery the additional freight charges shall be borne by the Supplier. Additional expenses for express deliveries not requested by us shall also be borne by the Supplier.
- Examination, Warranty, Liability for Defects
The Supplier shall examine the quantity and quality of the goods before they are shipped.
The Supplier warrants that the agreed supplies and services are free from defects, that they are both in proper condition and made with high-quality raw materials fit for the intended use, and that the Supplier has good title to them.
An inspection of incoming goods only takes place with respect to visible defects and/or deviations in kind or quantity of the goods.
The obligation of immediate examination and notification according to Art. 201 CO shall be waived. We shall be entitled to raise warranty claims at any time during a two year warranty period, which shall begin to run at the time of delivery or formal acceptance, if agreed, depending on which event occurs later.
Our right to claim for rescission of sale, price reduction, repair or replacement as well as damages (Art. 205 et seq. and 368 CO) is reserved. Furthermore, we reserve the right to retain the payment fully or partly until (i), if we require replacement, the Supplier has fulfilled his duty to deliver a non-defective replacement, or (ii) the factual circumstances regarding any claim to rescission of sale, price reduction or damages have been settled bindingly.
In urgent cases Trafag shall be entitled - after notice - to remedy the defects itself or to have them remedied by a third party, in both cases at the Supplier's expense.
- Product Liability
We will immediately notify the Supplier of any lack of safety in the product known to us, if such defect caused or could cause an accident resulting in death, personal injury or material damage, and discuss the steps to be taken together with the Supplier. The Supplier shall support us in the dispute with an injured party and indemnify us in the event of legitimate claims, including for costs of any recall action attributable to defects in the goods for which the Supplier is responsible, regardless of whether they are our own product or those of our subcontractor.
The Supplier shall fully indemnify us from any harm or claims in connection with supplies or services, as well as from any claims of third parties, regardless of their legal cause, be it warranty, default, product liability, infringement of industrial and intellectual property rights or any other cause.
- Hazardous Substances and Conflict Material
The Supplier must observe the Regulations regarding Hazardous Substances when delivering the goods, in particular by accordingly packing and labeling the goods and explicitly indicating hazardous substances on the bill of delivery.
The Supplier shall not use any conflict minerals for the production for the goods being ordered, referring to Section 1502 of the US-American Dodd Frank-Acts, and shall only purchase products which contain no such conflict minerals from sub-suppliers.
- Code of Conduct for Suppliers
The Supplier is obliged to comply with the applicable legal regulations, especially the ones of the country of manufacture and the country of destination. Furthermore, the Supplier will comply with the principles of the UN Global Compact Initiative. In particular, the Supplier will not engage, actively or passively, nor directly or indirectly in any form of bribery, in any violation of basic human rights of employees or any child labor. Moreover, the Supplier will take responsibility for the health and safety of its employees. The Supplier will act in accordance with the applicable environmental laws and will use best efforts to promote this Code of Conduct among its Suppliers.
In addition to other rights and remedies we may have, we may terminate the contract and/or any purchase order issued thereunder in case of breach of these obligations by the Supplier. However, provided that Supplier’s breach of contract is capable of remedy, our right to terminate is subject to the proviso that such breach has not been remedied by the Supplier within a reasonable grace period set by us.
The Supplier shall provide the necessary organizational instructions and take adequate precautions, particularly with regard to security of premises, packaging and transport, business partners, personnel and information, in order to guarantee the security of the supply chain according to the requirements of internationally recognized initiatives. The Supplier shall protect the goods and services supplied to us or to third parties designated by us against unauthorized access and manipulation. The Supplier shall only deploy reliable personnel to deal with the goods and services and shall obligate any sub-suppliers to take equivalent security measures.
- Export Regulations
The Supplier shall comply with all applicable export control, customs and foreign trade regulations (“Foreign Trade Regulations”) for all products to be delivered and services to be provided. The Supplier shall also obtain all necessary export licenses, unless we or another third party other than the Supplier are required to apply for the export licenses pursuant to the applicable Foreign Trade Regulations.
The Supplier shall advise us in writing as early as possible, but not later than two weeks following the date of order, and also in case of any alterations to the order, of any information and data required by the buyer to comply with all Foreign Trade Regulations for the Products and Services applicable in the countries of export and import as well as re-export in case of resale, in particular:
- the “Export Control Classification Number“ according to the U.S. Commerce Control List (ECCN) if the Product is subject to the U.S. Export Administration Regulations; and
- all applicable export list numbers; and the statistical commodity code according to the current commodity classification for foreign trade statistics and the HS (Harmonized System) coding; and the country of origin (non-preferential origin);
- and upon our request: Supplier’s declaration for preferential origin (in case of European suppliers) or preferential certificates (in case of non-European suppliers).
If the Supplier violates any of its obligations, it shall be liable for any expenses and/or damage incurred by us.
- Final Provisions
The Supplier shall not make available to any third party any information obtained from us nor disclose the present business relationship. If we agree to any subcontracting to a third party, the Supplier shall ensure such third party provides the same confidentiality.
Place of performance:
Place of performance for supplies or services to be provided by the Supplier is the place of destination; for the payment it is the domicile of purchaser. Benefit and risk shall pass to us upon the completion of services or completion of the shipment at the place of destination.
The present contractual relationship shall be governed by Swiss substantive law, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 ("the Vienna Law on the International Sale of Goods").
The exclusive place of jurisdiction for any disputes resulting from or relating to the contractual relationship with the Supplier and/or these General Terms and Conditions of Purchase shall be Zurich, Switzerland. Nevertheless, we shall be entitled to bring claims against the Supplier at the latter’s domicile.
These General Terms and Conditions of Purchase are also available in German. In the event of contradictions, the German version is considered the authoritative.