of Purchase HAW Linings GmbH, herein after called HAW
1. These Terms and Conditions of Purchase are an integral component of the order. Any terms and conditions of the Supplier to the contrary or oth-erwise different shall not be binding on HAW, un-less the HAW has specifically agreed thereto and consented in written form.
2. Unless otherwise agreed, the orders placed shall be at fixed prices and shall be delivered free of charge to HAW’s specified delivery address. The Supplier shall bear the risk of loss or damage to any goods or services covered by this order until they are delivered to and accepted by HAW. All correspondence shall bear reference details of the order placement.
3. Orders shall be confirmed in written form by the Supplier. Any modification of the scope of deli-very shall entitle HAW to refuse delivery and to cancel the contract. The piece numbers, weights and dimensions ascertained by HAW after deli-very shall be determinant for the settlement of accounts.
4. The net values of the goods and any taxes at the specific tax rates shall be separately stated on the invoices. The invoices shall reflect the word-ing, the exact text and the prices of the order placed. Any extra services or shortfall in services shall be detailed in a separate invoice.
Invoices shall be drawn up in duplicate and shall be delivered no earlier than the day of receipt of the goods, separate from said delivery of the goods. In no way shall they be included in with the shipments. Payments shall be effected sub-ject to examination and acknowledgement of the service provided as contracted; unless otherwise negotiated in written form, the amounts shall be due for payment by HAW, within 14 days at 2% discount or within 30 days, after HAW’s receipt of invoice.
In the event of the service / delivery being car-ried out after receipt of the invoice, the day of delivery, i.e. the day of performance of contract, shall determine the commencement of the period for payment.
5. The period of delivery shall commence as from the day of order placement. If the Supplier fails to perform within the period of delivery con-tracted, the Supplier shall be liable subject to the law. Any possible penalty contracted for the event of delayed service / delivery performance shall be unaffected hereby subject to § 340 par. 2 BGB [Ungültiger Link: German Civil Code].
As soon as the Supplier realizes that the service / delivery cannot be effected on time in whole or in part, the Supplier shall duly notify HAW imme-diately, specifying in written form the reasons for and duration of the delay. The liability of the Supplier shall remain unaffected hereby.
6. The Supplier shall warrant that the item of ser-vice / delivery shows no defect detrimental to its value or its working order and that it meets the assured properties (including but not limited to conformity to performance and material specifi-cations and designs) and complies with the gen-erally acknowledged rules of engineering, the latest regulations of the authorities, especially all safety regulations, the respectively valid safety requirements and the regulations governing in-dustrial protection and accident prevention.
The Supplier shall undertake to carry out effec-tive quality assurance measures, to maintain said measures and to provide evidence thereof to HAW upon request. HAW shall be entitled at any time to check the type and manner of quality assurance carried out by the Supplier.
If the item of service /delivery fails to satisfy quality assurance demands, HAW shall have the right to choose to assert the claims to which he is entitled under the BGB [Ungültiger Link: German Civil Code].
To the exclusion of § 377 HGB [Ungültiger Link: German Com-mercial Code], HAW shall retain the right to a two-month time period for lodging complaint as from receipt of the goods or as from the discov-ery of a concealed defect.
Unless otherwise contracted, the period of limita-tion on time for lodging warranty - complaints shall be 3 years after start-up operations by the end customer of HAW or certificate of accep-tance of the service/delivery issued by HAW, depending on the contractual agreement be-tween HAW and the end customer. Unless oth-erwise agreed, it shall terminate 3.5 years at the latest after complete delivery. The period of limi-tation on time relating to deliveries that in line with their intended purpose are scheduled for use in construction works, shall be 5 years as from installation of the materials in said construc-tion works or 5.5 years maximum after complete delivery of the materials.
With the lodging of complaints, the period of limitation on time shall be lengthened by the time interval between the lodging of the complaint and the elimination of the defect. If the item deli-vered is exchanged, the period of limitation on time for lodging complaint shall commence anew. With a partial renewal of parts, this shall apply for the parts renewed. If the cause of the defect cannot be ascertained without additional testing methods, HAW shall be entitled to charge the Supplier with all expenses for ascertaining the defect and damage if the testing methods prove that Supplier is responsible for eliminating the defect. Incidentally § 203 BGB [Ungültiger Link: German Civil Code] shall be applicable since HAW gives no-tice of the defect towards the Supplier.
Page 2 of 2 Version 04/2010
The removal of defect is supposed to be defi-cient, if the first attempt of the removal of defects failed. The parts that are subject of any com-plaint shall remain at the disposal of HAW until the delivery of a replacement. In urgent cases or in cases of default or a lack of success on the part of the Supplier in eliminating the defect, HAW shall be entitled to remove the defects at the expense of the Supplier or take recourse to other legal claims. In other respects the Supplier shall be liable subject to the law, §§ 439, pass. 4 and 635 pass. 4 BGB [Ungültiger Link: German Civil Code] shall not be applicable.
7. Rights and obligations derived from this order and from the performance thereof shall only be transferable with the written consent of HAW. It shall only be possible for the Supplier to assign claims in respect of HAW with the written con-sent of HAW. The Supplier warrants that no pa-tents, licenses or industrial property rights of third parties are being violated by the delivery and use of the item of service / delivery. Any li-cense fees shall be borne by the Supplier. HAW’s documents relating to the order, as well as all knowledge and experience thereby de-rived, shall be treated as strict confidential.
8. If inspections are scheduled for the item of service/delivery, the Supplier shall bear the ob-jective and personnel-related costs thereof. The Supplier shall give HAW binding notification of the readiness for inspection at least one week prior thereto and shall arrange a time for said in-spection with HAW. If, as a result of the ar-ranged time being disregarded or because of de-fects discovered, inspection has to be repeated or carried out several times, the Supplier shall bear all objective and personnel-related costs, including the handling fees and other costs in-curred by HAW.
9. The Supplier shall send to HAW a note of dis-patch for each single consignment on the day of dispatch, separate from the goods and from the invoice.
Delivery note and packing note shall be included with the consignment. As a matter of principle, the Supplier shall pack, label and dispatch ha-zardous products in accordance with the regula-tions set forth in all applicable national /international law. Accompanying papers shall be prepared by Supplier. The Supplier shall be lia-ble for damages and shall bear the costs gener-ated by failing to comply with said regulations. The Supplier shall also be responsible for com-pliance with these dispatch regulations on the part of his sub-contractors.
10. All drawings, directives, analysis methods, for-mulae and other documentation provided to the Supplier by HAW for the production of the item of service / delivery shall remain the property of HAW. They shall not be used, duplicated or made accessible to third persons for other pur-poses. Upon request, all documents, including any copies and duplicates shall be surrendered immediately to HAW.
11. If the Supplier carries out assembly work, main-tenance, inspections, start-up operations etc. at HAW’s facility or at the construction sites of HAW, the regulations of HAW governing safety and propriety shall apply to Supplier and his sub-contractors. Said regulations shall be re-quested by Supplier from HAW before work is commenced. The risks relating to property brought by the Supplier or the crew thereof to HAW’s facility or the construction sites of HAW during the hours of engagement there shall be borne by the Supplier.
12. Personal data of the Supplier shall be processed by HAW subject to the regulations of the Data Protection Act.
13. Place of performance for all deliveries and ser-vices shall be the location of the receipt of the consignment as featured in the order placement. This contract shall be interpreted in accordance with the law of the Federal Republic of Germany. The place of jurisdiction shall be the location of the principal office of HAW in Germany.
14. Upon Supplier accepting this order, the above terms and conditions shall be unreservedly ac-knowledged. Any additions, exceptions, or changes to these terms and conditions of pur-chase, payment and delivery of the Supplier are herewith deemed conflicting and as such shall not be accepted.
Terms and Conditions