English
General Conditions of Purchase
(Conditions of Purchase 01-2003) for Halfen GmbH & Co. KG
Dated 01 January 2003
Dated 01 January 2003
Salient Conditions
Our General Conditions of Purchase shall apply to all orders processed unless otherwise agreed in writing. Other conditions, in particular suppliers’ sales and delivery conditions, will not be considered to overrule our conditions. They are not binding on us even if we do not object anything in the acceptance of order or confirmation. The execution of an order is considered to imply acceptance of our conditions.
If for a particular order special conditions are agreed, and these deviate from these conditions of purchase, these general conditions of purchase shall be considered to be subordinate to them and to just form a supplement.
Orders
Only written orders will be considered binding. Verbal agreements and changes to an order will only be considered effective when we have confirmed them in writing. Obvious mistakes, typing errors and arithmetic errors shall not be binding on us.
Deliveries
Delivery dates and schedules set by us shall be precisely adhered to, as are instructions pertaining to shipment. Agreed dates, deadlines and fixed dates shall be binding.
Additional costs arising from neglect of the above will, without prejudice to any other rights, be debited to the supplier. Furthermore, where delays or defaults arise, we shall be entitled, at our option, to require further deliveries to be made, damages to be paid or to withdraw from the agreement. We reserve the right to accept reduced or additional quantities. Adherence to delivery dates or lead times shall be judged by the delivery of goods to the appropriate works or designated place of delivery or the satisfactory completion of a service or delivery of goods.
Prices
Prices specified in our order are fixed prices. Changes arising from costs incurred at a later date are not permitted. Prices are free delivered to the receiving location indicated, and include freight, packing, insurance and any other related costs.
Payment
Unless otherwise agreed, payment will be made less 3% discount on the 15th of the month following the month of delivery, or net at the end of the month following the month of delivery, by bank transfer, cheque or bill of exchange.
In the case of early deliveries, the payment date shall be based on the agreed delivery date. Complaints concerning supplied goods will entitle us to delay payment, and following their resolution we will pay according to the above terms including discount utilization.
Terms of Shipment
Goods shall be adequately protected from any kind of damage by the use of packing and means of transport that is suitable or has been defined by us. Shipping is at the expense and risk of the supplier. We are only obliged to return packing material where an express agreement has been made, unless the law requires otherwise.
Transfer or Assignation of Contract Execution to Subcontractors
Without our previous agreement in writing, the supplier shall not be entitled to assign the execution of the contract or the contractual claims to a third party, whether in whole or in part. This shall also apply to claims addressed to us by the supplier, which may not be assigned to a third party either in whole or in part. Even if we agree, the contracting party shall remain fully responsible to us with regard to the completion of a contract. If we so wish, the names of subcontractors shall be disclosed to us.
Reservation of Title
We shall acquire title to the goods when we take possession. We are entitled to resell goods or integrate them into another product without any restrictions. Any claims on the part of the supplier shall be excluded, in particular those of a reservation of title or an extended reservation of title on the part of the supplier. Claims that a supplier may have against us shall not be assigned to any other party or be given in pledge.
Modifications
Halfen may request modifications in the item to be supplied as regards its design and construction, subject to this being reasonable towards the supplier. Any effect on costs, whether an increase or a decrease, or the delivery date, shall be agreed by the parties.
Should the supplier wish to make modifications (e.g. deviations from the specification, material, dimensions, manufacturing methods, manufacturing location, assignment to a third party etc.) in or with components which he supplies or has previously supplied according to our standards, HALFEN shall be informed before such modifications are carried out. Changes and suggestions for improvement on the part of the supplier must be made in writing and in all cases must be agreed with us. In the event of a breach of the aforementioned obligations we shall be entitled to withdraw from the contract and to require reimbursement of all damages arising thereof.
Guarantees/Warranties
The supplier warranties that his deliveries (or services) have the contractually warranted characteristics, meet the generally accepted engineering regulations and do not suffer from faults that override or reduce their value or fitness for purpose, either under normal use or the use defined in the contract.
The supplier guarantees that the article meets standards, industrial safety regulations, environmental regulations and other regulations and laws in force at the time of delivery or provision of services.
The guarantee will extend for 24 months following the installation of the relevant finished products. The supplier waives the right to object if a notice of defect from us is late. We are entitled to require new or replacement deliveries or refund of the purchase price as well as compensation for damages arising from the defect from a supplier who has supplied goods that do not meet the specification, or are damaged or unsatisfactory, independent of whether such defects are immediately apparent or only become so after processing, commissioning, or putting into operation. In the event of a warranted characteristic not being met, or if there is fault on the part of the supplier, the supplier shall be liable for further damages. If, despite the passage of a period of time as stipulated by us, the supplier has not complied with the remedy of a defect or defects or the delivery of new or replacement goods, we are entitled to withdraw from the contract or require compensation of damages.
In urgent cases, or where there is a risk of severe disruption for us (e.g. switching production unnecessarily, interruptions to manufacturing etc.) we shall be entitled to provide a replacement or carry out remedial work ourselves or through a third party. Costs arising from any such action shall be borne by the supplier. Any further legal or contractual rights that have been specifically agreed shall remain unaffected. The preceding regulations shall also apply in the case of a replacement delivery or the remedy of the defect.
With constructional contracts, where no other agreements have been made, a guarantee period will apply in accordance with German Construction Contracting Procedures (VOB), beginning at completion and acceptance and provided that no other legal requirements do not contradict this. If the same goods are subsequently supplied in faulty condition again, following a written warning we are entitled to cancel those deliveries that we have not yet received. Insofar as the supplier is responsible for valid claims by our customers, and it has not been possible not clarify the matter within the warranty period, the supplier will waive his rights to the statute of limitations until the matter is finally resolved. Further legal claims for damages (e.g. warranted characteristics not met or fraudulent concealment of faults) remain unaffected.
The supplier is bound to supply and carry out goods and services in accordance with our current Technical Product Requirements (TPA) which are considered to be a warranted characteristic. If necessary, the supplier must request the Technical Product Requirements (TPA) from HALFEN.
Liability
If product liability claims are made against us, and these are to due to faults in the goods or services provided by the supplier, we shall be entitled (if necessary, in accordance with §254 of the German Civil Code) to demand recourse from the supplier. This shall also apply when direct claims for damage against the supplier are already barred by the statute of limitations.
The supplier is obligated to adequately insure himself against product liability claims and, on request, to provide evidence of the existence of such insurance.
If we recall products from the market as per official regulations or at our own reasonable discretion and supplier’s components have been integrated into the product and are a cause or by-cause of the recall, then the supplier shall be obligated to make good an appropriate part of the recall costs. A suitable sum is to be determined in good faith, taking into consideration the reason for the recall and how it was executed as well as the value of the delivered component. Our warranty rights shall thereby remain unaffected.
Patent Rights
The supplier shall be liable to ensure that the supply of goods and services does not breach any third party patent rights, neither directly nor indirectly. On request, the supplier shall commit himself to advising us of all patent rights and patent registrations that can be used in connection with goods and services supplied. If the supplier determines that patent rights or patent registrations could be breached in connection with the production and/or supply of goods and services, he is to inform us immediately without prompting.
Secrecy, Advertising
The supplier shall be obligated to treat as confidential all commercial and technical details of which he becomes aware as a result of his business relationship with us. Drawings, specifications, models, templates, data media, specimens and similar items shall not be made available to unauthorised third parties or otherwise made accessible to them. The use of, and any possible copying of such items, shall only be permissible for the purposes of the contracts agreed between the supplier and us. Subcontractors shall be similarly bound.
In advertising, the supplier shall refer to his business relationship with us only if we have previously agreed in writing.
Work in Our Facility/Health and Safety Regulations
When working on our manufacturing premises, the supplier shall be responsible to ensure that he and any subcontractors involved observe legal and company health and accident prevention regulations and safety and environmental regulations.
Declarations of the Origin for Goods Delivered
If required, the supplier will make available to us a supplier declaration and all documents demanded by customs or other authorities, free of charge. The supplier will compensate for all additional costs and any other damage to us due to an incomplete or false declaration.
Force Majeure, Obstacles to Acceptance
Events such as acts of God, labour disputes, disruption and restriction of operations and similar, which result in a reduction of consumption, will free us from the obligation to accept the goods.
General Regulations
If a supplier stops deliveries or if insolvency procedures are opened, we shall be entitled to withdraw from any unfulfilled part of the contract. At our request, the supplier will commit himself to concluding a quality assurance agreement with us. To prepare this agreement, the supplier is prepared to give open access to his operational procedures.
Salvatori Clause
In the event that individual clauses in this agreement become ineffective or invalid, the legal force of the remaining clauses shall remain unaffected.
Contract Statute/Jurisdiction
All legal relations between the supplier and us will be made exclusively under German law and at our registered office, and specifically exclude foreign law and the United Nations Convention on Contracts for the International Sale of Goods. The place of delivery for supply of goods or services shall be the receiving location defined by us. The place of payment and court of jurisdiction shall be Langenfeld.
Additional Conditions for the Production, Use and Storage of Tooling
Definition
In addition to our General Conditions of Purchase, the following conditions shall apply to the production, maintenance, use and storage of tooling for us by suppliers. Tooling is considered to include drafts, dies, measuring and testing devices, matrices, models, specimens, tools, devices, drawings and similar items and data media needed for the production and testing of products or services to be delivered to us. Unless otherwise stipulated, the supplier will manufacture the tooling according to our specifications at his own expense and will grant us the right to purchase it.
Maintenance and Storage
The supplier shall look after the tooling carefully at his own expense and shall always ensure that they comply with the latest drawings. The supplier will retain the tooling for a further ten years after completion of an order and/or after the completion of a product line.
Use of Tooling
The supplier shall use the tooling exclusively for the production of goods for us. In particular this shall also apply during the period of safekeeping after the end of series production. The supplier agrees not to hand over the tooling to unauthorised third parties or make it otherwise accessible to them. Subcontractors shall be obligated to fulfil the same conditions. The tooling may not be copied, sold, assigned by way of collateral security, given in pledge or passed on in any way without our previous written consent.
Our General Conditions of Purchase shall apply to all orders processed unless otherwise agreed in writing. Other conditions, in particular suppliers’ sales and delivery conditions, will not be considered to overrule our conditions. They are not binding on us even if we do not object anything in the acceptance of order or confirmation. The execution of an order is considered to imply acceptance of our conditions.
If for a particular order special conditions are agreed, and these deviate from these conditions of purchase, these general conditions of purchase shall be considered to be subordinate to them and to just form a supplement.
Orders
Only written orders will be considered binding. Verbal agreements and changes to an order will only be considered effective when we have confirmed them in writing. Obvious mistakes, typing errors and arithmetic errors shall not be binding on us.
Deliveries
Delivery dates and schedules set by us shall be precisely adhered to, as are instructions pertaining to shipment. Agreed dates, deadlines and fixed dates shall be binding.
Additional costs arising from neglect of the above will, without prejudice to any other rights, be debited to the supplier. Furthermore, where delays or defaults arise, we shall be entitled, at our option, to require further deliveries to be made, damages to be paid or to withdraw from the agreement. We reserve the right to accept reduced or additional quantities. Adherence to delivery dates or lead times shall be judged by the delivery of goods to the appropriate works or designated place of delivery or the satisfactory completion of a service or delivery of goods.
Prices
Prices specified in our order are fixed prices. Changes arising from costs incurred at a later date are not permitted. Prices are free delivered to the receiving location indicated, and include freight, packing, insurance and any other related costs.
Payment
Unless otherwise agreed, payment will be made less 3% discount on the 15th of the month following the month of delivery, or net at the end of the month following the month of delivery, by bank transfer, cheque or bill of exchange.
In the case of early deliveries, the payment date shall be based on the agreed delivery date. Complaints concerning supplied goods will entitle us to delay payment, and following their resolution we will pay according to the above terms including discount utilization.
Terms of Shipment
Goods shall be adequately protected from any kind of damage by the use of packing and means of transport that is suitable or has been defined by us. Shipping is at the expense and risk of the supplier. We are only obliged to return packing material where an express agreement has been made, unless the law requires otherwise.
Transfer or Assignation of Contract Execution to Subcontractors
Without our previous agreement in writing, the supplier shall not be entitled to assign the execution of the contract or the contractual claims to a third party, whether in whole or in part. This shall also apply to claims addressed to us by the supplier, which may not be assigned to a third party either in whole or in part. Even if we agree, the contracting party shall remain fully responsible to us with regard to the completion of a contract. If we so wish, the names of subcontractors shall be disclosed to us.
Reservation of Title
We shall acquire title to the goods when we take possession. We are entitled to resell goods or integrate them into another product without any restrictions. Any claims on the part of the supplier shall be excluded, in particular those of a reservation of title or an extended reservation of title on the part of the supplier. Claims that a supplier may have against us shall not be assigned to any other party or be given in pledge.
Modifications
Halfen may request modifications in the item to be supplied as regards its design and construction, subject to this being reasonable towards the supplier. Any effect on costs, whether an increase or a decrease, or the delivery date, shall be agreed by the parties.
Should the supplier wish to make modifications (e.g. deviations from the specification, material, dimensions, manufacturing methods, manufacturing location, assignment to a third party etc.) in or with components which he supplies or has previously supplied according to our standards, HALFEN shall be informed before such modifications are carried out. Changes and suggestions for improvement on the part of the supplier must be made in writing and in all cases must be agreed with us. In the event of a breach of the aforementioned obligations we shall be entitled to withdraw from the contract and to require reimbursement of all damages arising thereof.
Guarantees/Warranties
The supplier warranties that his deliveries (or services) have the contractually warranted characteristics, meet the generally accepted engineering regulations and do not suffer from faults that override or reduce their value or fitness for purpose, either under normal use or the use defined in the contract.
The supplier guarantees that the article meets standards, industrial safety regulations, environmental regulations and other regulations and laws in force at the time of delivery or provision of services.
The guarantee will extend for 24 months following the installation of the relevant finished products. The supplier waives the right to object if a notice of defect from us is late. We are entitled to require new or replacement deliveries or refund of the purchase price as well as compensation for damages arising from the defect from a supplier who has supplied goods that do not meet the specification, or are damaged or unsatisfactory, independent of whether such defects are immediately apparent or only become so after processing, commissioning, or putting into operation. In the event of a warranted characteristic not being met, or if there is fault on the part of the supplier, the supplier shall be liable for further damages. If, despite the passage of a period of time as stipulated by us, the supplier has not complied with the remedy of a defect or defects or the delivery of new or replacement goods, we are entitled to withdraw from the contract or require compensation of damages.
In urgent cases, or where there is a risk of severe disruption for us (e.g. switching production unnecessarily, interruptions to manufacturing etc.) we shall be entitled to provide a replacement or carry out remedial work ourselves or through a third party. Costs arising from any such action shall be borne by the supplier. Any further legal or contractual rights that have been specifically agreed shall remain unaffected. The preceding regulations shall also apply in the case of a replacement delivery or the remedy of the defect.
With constructional contracts, where no other agreements have been made, a guarantee period will apply in accordance with German Construction Contracting Procedures (VOB), beginning at completion and acceptance and provided that no other legal requirements do not contradict this. If the same goods are subsequently supplied in faulty condition again, following a written warning we are entitled to cancel those deliveries that we have not yet received. Insofar as the supplier is responsible for valid claims by our customers, and it has not been possible not clarify the matter within the warranty period, the supplier will waive his rights to the statute of limitations until the matter is finally resolved. Further legal claims for damages (e.g. warranted characteristics not met or fraudulent concealment of faults) remain unaffected.
The supplier is bound to supply and carry out goods and services in accordance with our current Technical Product Requirements (TPA) which are considered to be a warranted characteristic. If necessary, the supplier must request the Technical Product Requirements (TPA) from HALFEN.
Liability
If product liability claims are made against us, and these are to due to faults in the goods or services provided by the supplier, we shall be entitled (if necessary, in accordance with §254 of the German Civil Code) to demand recourse from the supplier. This shall also apply when direct claims for damage against the supplier are already barred by the statute of limitations.
The supplier is obligated to adequately insure himself against product liability claims and, on request, to provide evidence of the existence of such insurance.
If we recall products from the market as per official regulations or at our own reasonable discretion and supplier’s components have been integrated into the product and are a cause or by-cause of the recall, then the supplier shall be obligated to make good an appropriate part of the recall costs. A suitable sum is to be determined in good faith, taking into consideration the reason for the recall and how it was executed as well as the value of the delivered component. Our warranty rights shall thereby remain unaffected.
Patent Rights
The supplier shall be liable to ensure that the supply of goods and services does not breach any third party patent rights, neither directly nor indirectly. On request, the supplier shall commit himself to advising us of all patent rights and patent registrations that can be used in connection with goods and services supplied. If the supplier determines that patent rights or patent registrations could be breached in connection with the production and/or supply of goods and services, he is to inform us immediately without prompting.
Secrecy, Advertising
The supplier shall be obligated to treat as confidential all commercial and technical details of which he becomes aware as a result of his business relationship with us. Drawings, specifications, models, templates, data media, specimens and similar items shall not be made available to unauthorised third parties or otherwise made accessible to them. The use of, and any possible copying of such items, shall only be permissible for the purposes of the contracts agreed between the supplier and us. Subcontractors shall be similarly bound.
In advertising, the supplier shall refer to his business relationship with us only if we have previously agreed in writing.
Work in Our Facility/Health and Safety Regulations
When working on our manufacturing premises, the supplier shall be responsible to ensure that he and any subcontractors involved observe legal and company health and accident prevention regulations and safety and environmental regulations.
Declarations of the Origin for Goods Delivered
If required, the supplier will make available to us a supplier declaration and all documents demanded by customs or other authorities, free of charge. The supplier will compensate for all additional costs and any other damage to us due to an incomplete or false declaration.
Force Majeure, Obstacles to Acceptance
Events such as acts of God, labour disputes, disruption and restriction of operations and similar, which result in a reduction of consumption, will free us from the obligation to accept the goods.
General Regulations
If a supplier stops deliveries or if insolvency procedures are opened, we shall be entitled to withdraw from any unfulfilled part of the contract. At our request, the supplier will commit himself to concluding a quality assurance agreement with us. To prepare this agreement, the supplier is prepared to give open access to his operational procedures.
Salvatori Clause
In the event that individual clauses in this agreement become ineffective or invalid, the legal force of the remaining clauses shall remain unaffected.
Contract Statute/Jurisdiction
All legal relations between the supplier and us will be made exclusively under German law and at our registered office, and specifically exclude foreign law and the United Nations Convention on Contracts for the International Sale of Goods. The place of delivery for supply of goods or services shall be the receiving location defined by us. The place of payment and court of jurisdiction shall be Langenfeld.
Additional Conditions for the Production, Use and Storage of Tooling
Definition
In addition to our General Conditions of Purchase, the following conditions shall apply to the production, maintenance, use and storage of tooling for us by suppliers. Tooling is considered to include drafts, dies, measuring and testing devices, matrices, models, specimens, tools, devices, drawings and similar items and data media needed for the production and testing of products or services to be delivered to us. Unless otherwise stipulated, the supplier will manufacture the tooling according to our specifications at his own expense and will grant us the right to purchase it.
Maintenance and Storage
The supplier shall look after the tooling carefully at his own expense and shall always ensure that they comply with the latest drawings. The supplier will retain the tooling for a further ten years after completion of an order and/or after the completion of a product line.
Use of Tooling
The supplier shall use the tooling exclusively for the production of goods for us. In particular this shall also apply during the period of safekeeping after the end of series production. The supplier agrees not to hand over the tooling to unauthorised third parties or make it otherwise accessible to them. Subcontractors shall be obligated to fulfil the same conditions. The tooling may not be copied, sold, assigned by way of collateral security, given in pledge or passed on in any way without our previous written consent.