PURCHASING CONDITIONS
Scheuch General Terms and Conditions of Purchase
1. Validity:All current and future purchases are made exclusively on the basis of and subject to the validity of these terms and conditions of purchase. Our purchase order shall also apply in respect of the items purchased. Purchase orders shall be valid if they are in the form of writing, e-mail and fax. Orders placed verbally or over the telephone may only be accepted in conjunction with our purchase order number and shall only be binding for us if subsequently confirmed by a written order. Acceptance of the order shall be confirmed to us within eight days of the purchase order being placed by signing the copy of our order. If an order acknowledgement is not received within this period, we shall assume that the supplier has accepted the order and agrees with the terms and conditions. Deviations from our purchase order, in particular resulting from sending different terms and conditions of sale, shall require our express written acknowledgement in order to be valid.
2. Manufacturing documentation:
Drawings, samples and other documentation provided with the purchase order shall always be compared with the text of the purchase order. Where discrepancies are not indicated, at the latest when the order is confirmed, they shall be the responsibility of the supplier. Drawings and other documentation provided shall remain our intellectual property alone and may only be used for the agreed purpose: they may not be passed on to third parties. Unless it is agreed to the contrary, they shall be returned to us free of charge after the order has been completed.
3. Delivery periods
and dates in accordance with our purchase order shall be regarded as fixed dates; they run from the date of the order. The goods must arrive at the receiving point specified by us within the delivery period or by the delivery date. Should the delivery periods or delivery date be exceeded, we are entitled to refuse to accept the goods or send back the goods supplied immediately, since we were not under an obligation to grant an extension or cancel the order. In the case of goods or services which are to be supplied by the party to the contract in conjunction with outline agreements, we are entitled to refuse to accept the goods if the delivery periods or delivery date are exceeded for a part performance or to send back the goods supplied immediately, since we were not under an obligation to grant an extension or cancel the outline agreement. In this case, the entire performance shall be deemed indivisible. We may however also accept the goods that have been delivered late. In this case, the supplier shall pay a contractual penalty of 1% of the net order value for each week or part thereof up to a maximum of 10% of the net value of the order. This is notwithstanding a more extensive claim for damages. We are entitled but not compelled to accept part deliveries or early deliveries but a claim cannot be derived in this case for part payment to be made before the delivery has been made in its entirety or for the payment to be made before the due date. The delivery commitment has not been met until the goods or services have been provided in their entirety, even in the case of a divisible performance, and when all required or requested documents, plans, etc. have been handed over. The supplier, whether a manufacturer or dealer, shall undertake to carry out quality and quantity inspections before the goods to be delivered are shipped, calling in an expert should this be necessary. The supplier cannot rely on the fact that we have not registered a complaint about a defect. The supplier undertakes to send works test certificates, quality assurance logs, certificates of origin or other quality assurance certificates specified by us when requested by us to do so but at the latest when the invoice is submitted.
4. The delivery
shall be made free of charge and at the supplier's risk to our factory in Aurolzmьnster, unless we expressly request a different delivery location in writing. If by way of exception we are to pay the freight, the supplier shall select the method of transportation we specify or otherwise the most favourable method of transportation and delivery for us. Packaging shall be included in the price. If by way of exception another arrangement has been made, packaging shall be invoiced at cost. In all cases the supplier shall select the packaging in such a way and ensure that it protects the goods from damage, loss and theft during transportation. Where packaging material is returned, the invoiced value shall be reimbursed in full; packaging shall be returned on a freight collect basis. Waste disposal charges for the packaging shall be paid by the supplier. The supplier undertakes to inform us of the delivery three days before the goods are delivered. The following documents shall be attached to all shipments of goods: the bill of lading and delivery note. In the case of goods from other EU countries that have to be cleared through customs, the following documents are also required: invoice in triplicate and, if necessary, a declaration of origin on the invoice or a movement certificate according to the value limits specified in customs legislation. The purchase order number is to appear on all shipping documents. Any costs incurred by us as a result of missing or incorrectly completed shipping and customs paperwork shall be charged to the supplier.
5. Warranty:
Unless expressly agreed to the contrary, the warranty period shall be 24 months from receipt of the goods for movable items and five years for immovable items. This period shall also apply to use during multiple-shift operation. This time limit shall be extended by the relevant period if the warranty obligation we have to our customer is still open. The date of acceptance shall be considered to be the date the last part delivery was made; in the case of goods installed by us, the date shall be the date of acceptance by our customer. The period for the right of recourse to be asserted by legal process is one year. If defects are identified, we may choose to assert our claim through cancellation of the order, reduction in the quantities, correction, exchange, or compensation. In the case of unascertained goods, if defects are identified through random samples, an entitlement shall exist to warranty claims and claims for damages on the entire delivery. The exchange of the goods shall then be entirely free of charge if we have already passed on the goods to third parties. If we wish the missing items to be corrected or delivered in a supplementary order, the supplier shall implement this without delay. In situations that do not permit a postponement, immediate rectification of the defects may be demanded and otherwise the shortest delivery period of a maximum of two weeks may be granted as an extension. Should there be a delay in arranging this or in the event of imminent danger, we can undertake the corrections ourselves at the supplier's expense or have them carried out by a third party at the supplier's expense. These measures shall not exempt the supplier from all the other warranty obligations. The warranty period for corrected or exchanged goods or parts thereof starts anew on the date of a successful repair or successful exchange. Independently of this, the supplier shall compensate us for the amount of the loss actually incurred, including loss of profit. If claims for damages are made by a third party such as our customer on account of a defective or late delivery, the supplier undertakes to indemnify us against claims and proceedings in this respect, if their defective delivery was the cause of the damage. This indemnity shall be for the damage in its entirety, even if several causes of damage come together. Our losses shall also include all costs that we incur both in and out of court to establish the claim, avert a claim and assert a claim. This includes bringing in experts to give their opinion. The duty of the supplier in respect of warranty and compensation for loss shall not be reduced through handling, processing and selling on the goods. The supplier undertakes to provide compensation for defects and consequential harm caused by the defect. Exclusion of our claims for damages in the event of a slight degree of negligence shall be inadmissible in all cases and invalid against us. Where systems, machines, equipment and the parts thereof are supplied, the supplier shall ensure that the purchaser has sufficient information on connecting it up and operating these, in particular the supply of the relevant documentation and labelling of parts with regard to use, permissible electrical connected load, temperature and pressure loading, etc.
6. Duty to seek information:
The supplier shall be responsible for clarifying all details relating to the order and the work envisaged. They are responsible for procuring at the relevant premises all documentation required to undertake the work. Any errors resulting from a neglect of these duties shall be charged to the supplier.
7. Product liability:
The supplier guarantees in their own name and in the name of their legal successors that the product will be free from defects in respect of its design, production and instructions, as defined by the provisions in the current Austrian law on product liability. The supplier is, in particular, responsible that no product fault has been identified in accordance with scientific and technical knowledge at the time the goods are marketed. The supplier undertakes on their own behalf and on behalf of their legal successors to monitor the product and inform the supplier immediately if the product is found at a later date to have dangerous product attributes. Should a claim be made against the purchaser, the supplier undertakes to indemnify the purchaser against claims and proceedings. The supplier undertakes to name the manufacturer or importer, at the latest at the time when the product is delivered, concerning a demand at any time of the purchaser and in turn commits his prior vendors to assume liability as defined by legal provisions. The supplier shall make adequate provision for any claims for damages for which they may be liable by taking out an insurance policy or through some other suitable means.
8. Price:
The prices indicated in the order are fixed prices, unless it has been agreed to the contrary in writing.
9. Payment:
Unless agreed to the contrary, we shall pay within 30 days deducting a 3% discount for cash payment or 90 days net once the goods have been received in full in a faultless condition and after a correct invoice has been submitted in accordance with the agreed terms. Time delays resulting from incorrect and incomplete invoices shall not limit the period allowed for cash discounts. We shall cover our bank's costs for transferring funds: all other costs shall be paid by the supplier. Payments shall be made to the supplier only. Our payment shall be considered to have been made when it is submitted to the bank and, in the case of cheques and letters of exchange, on the day in which the document is dispatched. Should we have counterclaims, we are entitled to withhold or offset appropriate payments. The goods or services shall always have been rendered by the supplier beforehand. The supplier may not plead uncertainty or have any right to retain the goods for any reason whatsoever. The supplier shall not be entitled to set off receivables on our part against his own receivables, irrespective of the title and the context.
10. Property rights:
The supplier shall be liable that no patents or other property rights of third parties shall be infringed as a result of the delivery and the utilization of this by us. The supplier shall indemnify us and our customers against all claims resulting form the use of such property rights.
11. Force majeure:
War, civil war, restrictions on export or trade resulting from a change in political situations, strikes, lock-outs, business interruptions, business restrictions, and similar events, which make it impossible or unreasonable for us to complete the contract, shall be deemed to be as force majeure and release us for as long as the situation lasts from the duty to accept the goods at the correct time. The parties to the contract undertake to advise each other of such a situation and adjust their obligations to the changed conditions in good faith.
12. Prohibition of assignment:
The supplier shall not be entitled to assign receivables due from us to a third party. Reservation of ownership clauses which extend to assignment of claims, assignment of balances and acquisition of co-ownership are not recognized by us.
13. Safekeeping,
ownership: We retain the ownership of any materials provided. These are to be stored separately and may only be used for our order. The supplier shall be liable for any reduction in value or loss regardless of fault. The items manufactured with the materials provided by us shall be owned by us in their respective manufactured condition. The supplier shall store these items for us; the cost of keeping safe the items and materials stored for us are contained of the purchase price.
14. Confidentiality.
The parties to the contract undertake to maintain strict confidentiality in respect of all information pertaining to co-operation in relation to this contract, in as far as such information is not generally known, has not been acquired legally by a third party or worked out independently by a third party, and this information shall be used exclusively for the purpose of this contract. Information protected in this way includes, in particular, technical data, purchase quantities, prices and information on products and product developments, current and future research and development projects, and all business data on the other party to the contract. The supplier shall also undertake to keep all diagrams, drawings, calculations and other documentation received strictly confidential and only to disclose these to third parties with our express approval, in as far as the information they contain is not generally known.
15. The place of delivery
is the delivery address specified in our purchase orders and the place of payment is our head office. For all disputes arising directly or indirectly from the contract it is agreed that the place of jurisdiction shall be the court at A-4910 Ried im Innkreis that has jurisdiction over the relevant subject matter. We can, however, also have recourse to another court which is the court of jurisdiction for the supplier. The parties may also agree to refer a dispute to the court of arbitration. The contract shall be subject to Austrian law, the UN Convention on Contracts for the International Sale of Goods being excluded.
