General Purchasing Terms and Conditions
Date of issue: Oct. 09, 2009
Revision Index: 3
Date of revision: June 28, 2017
Document No.: EK 01 H 01
Exclusive Application
We award contracts only based on the following terms and conditions, unless otherwise stated in the purchase order, potential supplementary conditions or subsequent letters. The Supplier acknowledges by acceptance, latest by processing our order, the exclusive validity of these Purchasing Terms and Conditions, even when referring to its own General Delivery Conditions and we have not expressly disagreed.
Quotes
The Supplier's quotes are free of charge and nonbinding, even if they are provided upon our request. In its quote, the Supplier shall comply with our inquiry in terms of quantity and quality and it shall notify us about possible deviations. The latest safety data sheet according to EU Directive RL 67/548/ECC will be provided for the respective products.
Documents, Drawings
All drawings and documents provided to the Supplier together with our inquiry shall remain our property and have to be attached again to the quote. They must not be used nor made available to third parties.
Documents like drawings, descriptions, etc. belonging to the order shall be binding for the Supplier, however the Supplier is obligated to verify the documents and to notify us immediately in writing of discovered or suspected errors.
Upon request, the Supplier is obligated to submit all its blueprints, design drawings, calculations, etc. in triplicate for review and approval.
Delivery Period
The delivery period starts on the order date. Missed deadlines interfering with operation shall entitle us to reject still outstanding deliveries without granting an extension, to request compensation due to failure to perform or to withdraw from the contract. Otherwise the statutory provisions governing default shall apply.
The Supplier is obligated to notify us immediately as soon as it can determine that the agreed delivery period cannot be met. As long as we do not assert any rights from the above paragraph, the Supplier remains obligated to comply with the delivery period, without prejudice to the Supplier's obligation to compensation for default.
Delivery and Processing of Hazardous Materials
Prior to delivery, use, or processing of hazardous material, the Contractor shall notify the Customer of the material and provide proof of its expertise as well as necessary experience to handle such materials. The Contractor shall comply with relevant provisions, in particular the provision of the Ordinance on Hazardous Substances (GefStoffV; Gefahrstoffverordnung) as well as the Hazardous Waste Road Directive (GGVS; Gefahrgutverordnung Straße). Before using hazardous substances, the Contractor shall provide to the Customer's contact person all safety-relevant information concerning the safety measures to be implemented. Safety data sheets for the use of hazardous materials and such for their preparation have to be provided to the Contractor prior to delivery.
Shipping and Transfer of Risk
Shipping is at the Supplier's cost and risk up to the proper collection of the goods in our plant. Upon request, the Supplier shall provide proof of the dispatch of the goods. Our shipping instructions must be strictly complied with.
If we do not have the proper shipping documents upon receipt of the delivery item or our order numbers in the shipping documents are not correct, the Supplier shall bear any additional costs caused thereby. In these cases, we are also entitled to refuse acceptance of the delivery at the Supplier's expense.
Shipment to our Plant
The Supplier shall be liable for all damages caused by its own vehicles or by vehicles commissioned by it. The Supplier shall indemnify us from third party claims.
Any damage occurred in our plant is to be reported at the latest upon departure, in urgent cases immediately.
Warranty and Liability
Warranty and liability is in accordance with the statutory provisions, unless otherwise agreed in the provisions below. The Supplier shall be obligated, at our choice, to either subsequent improvement free of charge or to delivery of faultless goods. In urgent cases we are entitled without further notice to remedy the defects ourselves at the Supplier's expense or to have them remedied by a third party or to procure substitute delivery from another source. The same applies if the Supplier is in default with its warranty obligations.
In addition, we reserve the right to claim damages, if applicable.
The Supplier shall assume warranty that the delivery item is of highest quality in accordance with the respective state-of-the-art, does not have any defect interfering with its usage or operation and that it is not lacking any assured characteristics. The warranty period shall commence upon arrival at the designated place of delivery; if delivery includes installation, the warranty period shall commence upon acceptance of the entire delivery including possible advance deliveries. The Supplier shall not object on the grounds of delayed notification; the Supplier, however, has to be notified about any defects latest 7 days after the warranty period has expired.
The Supplier's warranty comprises also subsequent and replacement deliveries of sub-suppliers.
After the rectification of the defects, a new warranty period shall commence.
If it is not possible, not common, or reasonable to remedy the defects, we reserve the right to demand a prompt delivery of a faultless delivery item, free of charge.
When delivering devices, machines or equipment, the Supplier undertakes to ensure a warranty for at least 10 years for the prompt provision of spare parts.
Withdrawal
"If the Supplier suspends its payment or insolvency or judicial or extrajudicial conciliation proceedings are initiated with respect to its assets, we are entitled, without prejudice to any other rights, to terminate the contract."
Place of Fulfillment and Court of Jurisdiction
Place of payment is Enkenbach-Alsenborn, for all other obligations the place of the supplying plant.
Court of jurisdiction is Kaiserslautern, including actions related to bills of exchange or cheques. We are entitled to file action against the Purchaser at its general place of jurisdiction.
Partial Deliveries
Partial deliveries may only be provided upon our explicit consent.
Orders
Our orders are issued in writing. Oral orders or orders placed via telephone as well as additional agreements require our written confirmation to come into effect. Each order shall be binding unless the Supplier rejects such order within 10 days of the order date.
Delivered goods for which no written order has been issued will not be accepted.
The Supplier undertakes prior to delivery to provide the latest safety data sheet according to EU Directive 67/548/ECC.
Control
We reserve the right to inspect the delivery items prior to acceptance in the delivering plant. Such inspections do not release the Supplier from its liability nor is acceptance anticipated.
Our inspector is free to convince himself in an appropriate manner that the Supplier uses the correct materials. He may conduct such inspections during regular business hours in the entire delivering plant or part thereof and in any production stage. We may request from the Supplier to make changes if production does not comply with the order.
Energy Efficiency during the Procurement Process
We are certified according to the currently valid Energy Management System DIN EN 50001. This is why we base our purchasing decisions for electrical components on DIN EN ISO 50001.
- Electrical drives (electric motors) may only be offered and delivered in accordance with energy classes IE2 through IE4 of the standard IEC 60034. Any deviations require Heger's prior written approval. The cost-benefit ratio needs to be reviewed on a case-by-case basis.
- Electrical components have to be identified in accordance with the latest energy efficiency standards.
- Energy consumption is an essential selection criterion when purchasing electrical equipment and components. Therefore, the Supplier has to inform the Customer about the energy use of the products to be delivered.
- If the supplier is aware of more efficient alternative to those products inquired by the Customer, the Contractor shall inform the Customer accordingly.
Packaging
We only pay for packaging if we have previously given your explicit consent. If we have returned the packaging material to the Supplier and notified it accordingly, it shall nevertheless notify us if it has not received such packaging material within 10 days of shipping. Otherwise we may refuse any responsibility for the arrival of the packaging material at its destination.
Statutory Provisions
The Supplier is obligated to only deliver such goods that correspond to the statutory, regulatory, and our in-house requirements in terms of quality, packaging, and environmental compliance. The guidelines of the Association for Electrical, Electronic & Information Technologies (VDE, Verband der Elektrotechnik Elektronik Informationstechnik e. V.), WEL, leaflets by AD (Arbeitsgemeinschaft Druckblätter - work association leaflets), DIN regulations and internal instructions have to be complied with. The delivery items have to be equipped in particular with safety devices that are to be provided in accordance with the accident prevention regulations of the Süddeutsche Eisen- und Stahl Berufsgenossenschaft (employers' liability insurance association in the iron and steel industry for southern Germany). The preceding regulations also apply if nothing particular is mentioned in the order.
Legal Defects
The Supplier shall also be liable for any infringement of rights of third parties, in particular industrial property rights, which may result from the supply or use of the goods. If compensation for damages is claimed from us by a third party, where the cause lies in the area of responsibility of the Supplier, the Supplier shall indemnify us from such claims.
Invoices and Payment
Invoices must be sent in duplicate separately from the goods. Decisive for the payment due date or discounts shall not be the date on the invoice but the receipt of the goods at our premises and, if ordered, the associated test reports, certificates, etc.
Weight and Quantity Discrepancies
In case of weight discrepancies, the values determined based on our own weighing shall apply. For loose goods such as scrap, a weight ticket issued by the Supplier is required in addition. In case of significant discrepancies in quantity or weight, we reserve the right to refuse acceptance and payment.
Non-Assignment Clause
The Supplier is not entitled to assign claims against us to third parties.
Applicable law
The contract and the legal relationship with the Purchaser shall be governed by the substantive laws of the Federal Republic of Germany, but excluding the Hague Sales Conventions.
Severability Clause
If individual provisions of these Delivery and Payment Terms should be ineffective or invalid in whole or in part, the contracting parties shall undertake to agree to a provision that largely achieves the meaning and purpose of the ineffective or invalid provision.