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CONDITIONS OF PURCHASE
REHAU AG + CO
I. General Remarks
1. Insofar as nothing to the contrary has been agreed in writing, these
conditions shall also apply during the current course of business without
the necessity to make special reference to them and shall in particular
also apply to on-call or subsequent orders made verbally or by
telephone. A renewed reference to these Conditions of Purchase shall
not be required for future orders.
2. The application of other general terms of business of the supplier shall
be precluded for this order and for all subsequent orders. The validity of
other such conditions shall be explicitly rejected.
3. If the conditions applicable to the nature and scope of goods and
services provided by either party are contradictory, the following order of
precedence shall apply:
- the provisions of the purchase order
- the technical delivery specifications and quality assurance
agreements
- the special terms and conditions of purchasing installations,
machinery, tools and equipment (if pertinent)
- these conditions of purchase
II. Order and order confirmation, proof of origin
1. The orders placed by REHAU shall only be valid if made in writing.
Agreements made verbally and by telephone shall require written
confirmation in order to be binding.
2. The supplier shall confirm the order in writing. The confirmation of order
must reflect all details of the order. Deviations from the orders given by
REHAU shall only be deemed as approved if they have been confirmed
by REHAU in writing.
3. Upon acceptance of this order the supplier shall undertake to facilitate
the inspection of proofs of origin and suppliers‘ declarations by the
customs administration and both to grant the necessary information and
to provide any official confirmations (information sheets) which may be
necessary. If goods are delivered that originate from the EC, proof of
origin shall be provided by sending a supplier’s declaration in
accordance with EC Directive 1207/2001 dated 11 June 2001.
Movement of goods certificate EUR.1 or declaration of origin on the
invoice shall be provided for goods enjoying preferential tariffs.
Furthermore, the supplier shall undertake to replace any damage
sustained by REHAU owing to the fact that the supplier declaration or a
preference certificate turn out to be incorrect.
4. At the request of REHAU, the supplier is obliged to inform REHAU, in
writing and legally binding form in the related business documentation,
about any applicable (re)export license requirements for the goods under
German, European or US export control law and customs regulations as
well as under the export control law and customs regulations of the
country of origin of the goods. This includes the supplier providing
REHAU with the following information:
- the export list number according to annex AL of the German export
administration regulations or equivalent list items of applicable export
lists,
- for US goods the ECCN (Export Control Classification Number) as
per the US Export Administration Regulations (EAR),
- the commercial origin of his goods and of the components of his
Goods (as per the customs code), including technology and software,
- whether the goods were transported through the U.S.A., were
manufactured or stored in the U.S.A. or made using US technology,
- the statistical goods number (HS code) of his goods, and
- a contact in his organization to answer any questions about technical
details and export control.
At our request, the supplier is obliged to provide us with any other
foreign trade data relating to his goods and their components, in writing,
and to inform us of all changes of such data, in writing, without delay
(and in any case before delivery of any goods affected by such).
III. Delivery period
1. The agreed delivery periods must be observed by the supplier. They
shall always be understood without a period of grace.
2. Events of force majeure, strike, lock-out, interruption of operations as
well as other unforeseeable events that make it most difficult for REHAU
to accept and / or process the ordered goods, and which in particular
lead to a stagnation of sales, shall entitle REHAU to postpone the
acceptance periods or to withdraw from the contract without the supplier
having a claim to damages. The supplier must be informed forthwith.
3. The supplier shall be in default without the necessity to issue a reminder
once he has exceeded the delivery period. Notwithstanding REHAU’s
statutory rights, 0.5 % of the order value for every week of exceeding the
delivery deadline shall be agreed by way of contractual penalty.
However, said contractual penalty shall not exceed a maximum of 5 % of
the order value. It shall be possible for this contractual penalty to be
asserted after acceptance of the delivery and until such times as the final
payment is made without the necessity to make a reservation upon
acceptance.
613EN/56 02.15
4. Notwithstanding the statutory or above agreed rights of REHAU, the
supplier shall undertake to inform REHAU forthwith if it can be seen that
he will not observe the delivery deadline.
IV. Delivery, consignment note and invoice
1. Place of performance for the delivery shall be the address of the
consignee specified in the order. Part deliveries, deliveries falling short
or exceeding the ordered quantities shall not be admissible.
2. Goods shall be forwarded at the expense and risk of the supplier.
Consignments in respect of which a carriage-free delivery has not been
agreed, must always be shipped using the most economic means. Any
additional costs sustained through failure to observe these provisions as
well as costs for cartage etc. at the place of dispatch shall not have to be
paid by REHAU.
3. Deliveries of goods with motorized vehicles shall only be accepted by
the consignee from Monday to Thursday in the period 7.30 a.m. to 3.30
p.m. and on Friday from 7.30 a.m. to 2.30 p.m.
4. The consignment note is to be attached to the goods consignment. The
invoice is to be sent to the invoice address in accordance with the order.
Consignment note and invoice are to be provided with the REHAU order
number.
5. Invoices shall be sent to REHAU separate from the consignment.
V. Price
1. If not otherwise agreed in the order, the agreed prices shall be
understood to be fixed prices. The prices include the carriage and
packaging charges and other fees to the address of the consignee.
2. Should it be necessary to make orders without having previously agreed
on price, the prices of the previous order shall be agreed in the case of a
current business relationship. In all other cases the supplier’s list price at
the time of the order shall apply less the agreed discount unless the list
price valid at the time of performance by the supplier is more favorable
for REHAU.
VI. Terms of payment
1. Place of performance for all payments shall be Rehau.
2. Insofar as nothing to the contrary has been agreed, payments shall be
made after receipt of goods and invoice as well as after any legally
stipulated or agreed acceptance within 30 days without deduction.
3. Every payment shall be made subject to REHAU’s rights derived from
any defects. REHAU is entitled to retain payment in whole or in part until
such times as the faults have been rectified or other counterclaims from
the entire business relationship have been satisfied. Payment shall
mean neither acknowledgement, satisfaction nor waiving of warranty.
This shall also apply in respect of the statement of receipt upon
acceptance of goods.
VII. Production inspections, complaints
1. The supplier shall carry out an inspection of the products to be delivered,
especially a goods outward inspection. The supplier shall ensure that his
deliveries comply with the agreed condition, especially REHAU’s
technical specifications. The supplier shall undertake to make records of
the inspections made and to archive all inspection, measurement and
inspection results for a period of 10 years. REHAU shall be entitled to
inspect these documents and to make copies.
2. The supplier is responsible for ensuring that the articles supplied are free
of defects. REHAU therefore takes care to minimize goods reception
costs. If not otherwise agreed, goods reception inspections at REHAU
will be limited to checking quantity and identity and looking for any
obvious packaging and transportation damage. Any defects thus
discovered will be the subject of immediate complaint. The period for
raising complaints concerning concealed defects shall be two weeks
from their discovery during the normal course of business.
VIII. Warranty and guarantee
1. The supplier shall provide a guarantee of five and a half years on his
deliveries and services as from passing of risk. He shall guarantee that
during the term of his guarantee his deliveries and services are
a) free from defects of any nature,
b) are fully suitable for the intended or agreed purpose and
c) exhibit the contractually agreed or warranted characteristics.
If the supplier has provided for or offered a longer or more far-reaching
guarantee, then this guarantee provided or offered by the supplier shall
apply.
2. Statutory rights accruing in event of defects are not affected by the
guarantee. The limitation period applying to material defects is 5 ½ years
provided that the law does not stipulate a longer period. Acceptance or
approval of samples or specimens provided shall not be deemed to alter
any characteristic already agreed. REHAU is entitled to rights of
recourse vis-à-vis the supplier in respect of material defect claims, in line
with §§ 478, 479 BGB (German Civil Code). The supplier exempts
REHAU in respect of all warranty claims made by REHAU customers, if
these claims are the fault of the supplier. The supplier exempts REHAU
from any claims arising from legal liability for defective products, and
from any comparable non-contractual claims, unless the supplier proves
CONDITIONS OF PURCHASE
REHAU AG + CO
3.
4.
5.
6.
7.
IX.
X.
1.
2.
3.
XI.
1.
2.
3.
that he is not answerable for any of the causes of the defective product
or instruction concerned.
In event of defect of title, the supplier also exempts REHAU from any
third party claims, if the supplier is the cause of such claims. The
limitation period applying to defects of title is 5 ½ years provided that the
law does not stipulate a longer period.
During the period between a justified complaint having been made and
(i) it being properly remedied by the supplier or (ii) it being rejected by
the supplier, the warranty period shall be suspended if the supplier is
able to remedy the situation and REHAU demands such. If goods are
reworked or if replacement goods are delivered, then the
abovementioned warranty period applying to the entire article of sale
shall extend by the number of days on which the plant or the appliance
cannot be used for more than 12 hours.
In the event that delivered goods have to be recalled or serviced on the
grounds of problems attributable to the supplier, the supplier shall bear
all of the costs incurred by the recall or service activity. This shall also
apply to costs charged to REHAU by its customers.
In urgent cases REHAU shall be entitled to repair or have repaired
defects to an object of delivery at the expense of the supplier or to
procure replacement from a third party without having to inform the
supplier of the defect and the nature of its remedy prior thereto. Such a
case exists if, due to special urgency, it is no longer possible to inform
the supplier of the defect and demand remedy within an appropriate
period. The supplier’s obligation to furnish replacement is restricted to
what is reasonable.
The supplier shall insure the product risk in order to cover the possible
products liability risk beyond the scope of his normal business liability
insurance. The relevant insurance policy documents are to be proven to
REHAU on demand.
Passing of risk
Risk shall pass to REHAU once the goods have been accepted at
REHAU’s premises or the specified place of delivery. This shall also
apply if REHAU has assumed the expense of forwarding in an individual
case or the delivery has been made "ex factory".
Means of production, drawings, specifications
Means of production such as models, specimens, forging dies, tools,
gauges, drawings, software and similar which REHAU places at the
disposal of the supplier or which are produced by the supplier according
to REHAU’s instruction, may be neither sold, pledged nor otherwise
passed on to third parties nor used for third parties in any way. The
means of production shall become REHAU’s property upon procurement
or manufacture by the supplier. Hand-over shall be replaced by the
supplier keeping the means of production free of charge on behalf of
REHAU. The supplier must maintain, repair and where necessary renew
the means of production at his own expense for the agreed serviceable
life.
The means of production must be returned to REHAU upon request.
The specifications of work and services compiled by REHAU shall
remain REHAU's property even after submission. They are protected by
a REHAU copyright. In respect of their contents, XI.(1.) shall apply
accordingly.
Secrecy, property rights
The supplier shall undertake to treat all knowledge obtained on
production etc. to which he becomes privy in connection with the
performance of the order or a visit, as well as all drawings, orders and
business relationships as a business secret and shall not in any way
pass said knowledge on to third parties. These obligations to maintain
secrecy shall be imposed on employees who are entrusted with the
performance of the order by the supplier. Said employees shall also be
notified of the contents of §§ 17 and 18 of the German Unfair
Competition Act (UWG). Should the supplier, after obtaining REHAU’s
prior consent, involve subcontractors or other vicarious agents, the
supplier shall impose the same confidentiality obligations on such parties
as the supplier itself is required to meet.
The supplier shall be liable for ensuring that the property rights of third
parties are not infringed by the supply and use of the delivered goods
and services, and shall also ensure that materials ordered are not
subject to any property rights of third parties, particularly with regard to
processes relating to their manufacture and application. Insofar as the
supplier holds any own property rights pertaining to materials supplied,
he shall notify REHAU accordingly. The same shall apply with regard to
any existing property rights of third parties. The supplier shall undertake
to exempt REHAU from any damage claims of third parties.
The know-how developed as part of an order, other findings etc., as well
as any rights existing thereto shall appertain solely to REHAU. The
supplier shall not be entitled to use this know-how or other findings for
other customers without written consent.
The consent to do so shall not be refused arbitrarily. Insofar as the work
results, or any parts thereof, from individual orders are capable of being
613EN/56 02.15
protected by property right, these new property rights shall appertain
solely to REHAU.
XII. Execution/Environmental Protection, Safety, Health Protection and
Quality, REACH
1. The supplier shall be required to observe the recognized codes of
practice and applicable statutory and official regulations as well as
REHAU's operative rules and regulations. Unless the purchase order
demands further-reaching requirements, goods must be supplied and
work must be performed in accordance with the recognized code of
practice, the provisions of any suppliers at a previous stage and, insofar
as DIN, VDE, VDI, DVGW or equivalent standards exist, also in
observance hereof. The goods to be supplied as well as the works to be
performed must, at all events, be produced and finished in such a way
that on the day of delivery they meet all applicable statutory and official
regulations, including those contained in the German Act on equipment
safety (Gerätesicherheitsgesetz) and those of environmental protection,
and satisfy the regulations for the protection of accidents. In particular,
the supplier shall be required to observe the rules and regulations of the
employers' liability insurance association, the "General Regulations"
("Allgemeine Vorschriften") under BGVA 1 as well as the generally
recognized code of safety and industrial medicine. Under the German
Machine Ordinance (Maschinenverordnung) machines and technical
working materials must be supplied with an EC Declaration of
Conformity, including CE drawing or a manufacturer's declaration; a set
of operating instructions must also be provided. They must furthermore
conform to the standards appearing in lists A and B of the "General
administrative provisions on the act relating to technical working
materials" as well as other codes of safety practice and the rules and
regulations of the employers' liability insurance association.
2. In the event that the supplier delivers substances that are hazardous
substances within the meaning of the German Ordinance on Hazardous
Substances (Gefahrstoffverordnung - GefStoffV)) or if the supplier
delivers products the use of which may present the risk of such
substances being released, the supplier shall undertake, without being
asked, to furnish the EC Safety Data Sheet (Section 14 GefStoffV); the
supplier is prohibited from using carcinogenic substances. The supplier
is responsible for ensuring that their deliveries comply with the terms in
legislation (EG) no. 1907/2006 for the registration, evaluation,
authorization and restriction of chemical substances (“REACH
Legislation”). The supplier is responsible in particular for ensuring that
the substances contained in the products that they supply, if required
under the terms of the REACH Legislation, are pre-registered or
registered following the transition period as specified in the terms of the
REACH Legislation, and that REHAU is provided with the relevant safety
data sheets or required information in line with article 32 of the REACH
Legislation. If the supplier supplies products under the terms of article 3
of the REACH Legislation, they are also responsible in particular for
ensuring that they comply with their duty to pass on the information
specified in article 33 of the REACH Legislation.
3. The supplier undertakes, on his own authority, to take care to adhere to
all relevant rules and safety regulations when executing the work the
contract entails. If the work the contract entails should be executed
entirely or in part on REHAU premises, then the supplier also
undertakes, in particular, to ensure, on his own authority, that he
acquaints himself with and adheres to the regulations, rules and
procedures that apply to REHAU premises. The supplier herewith
expressly confirms that he shall acquaint himself with and adhere to
such.
XIII. Compliance with Minimum Wage Act, provision of surety, special
right of termination
1. The supplier guarantees that each of its employees is continuously and
promptly remunerated at a level not less than the respectively applicable
statutory minimum wage. The supplier shall also impose commensurate
obligations on any subcontractors and employment agencies with whom
the supplier maintains contractual relations.
2. With respect to subcontractors and employment agencies with whom the
supplier or its subcontractor maintain contractual relations, the supplier
guarantees that each worker employed by such is continuously and
promptly remunerated at a level not less than the respectively applicable
statutory minimum wage.
3. In compliance with the provisions of data protection law, REHAU is
entitled to inspect company documentation for the purpose of
substantiating the supplier’s obligation to pay the minimum wage. To this
end, the supplier shall provide at the request of REHAU commensurately
verifiable documentation free of charge within a suitable period, in
particular documents pursuant to Section 17 of the German Minimum
Wage Act (MiLoG) and payrolls, both in duly anonymised form. The
supplier shall also impose commensurate obligations on any
subcontractors and employment agencies with whom the supplier
maintains contractual relations.
4. The supplier indemnifies REHAU from all liability pursuant to Section 13
of the German Minimum Wage Act (MiLoG). In the event of any claim
CONDITIONS OF PURCHASE
REHAU AG + CO
asserted against REHAU pursuant to Section 13 MiLoG by employees of
the supplier, its subcontractors or employment agencies with whom the
supplier maintains contractual relations, regardless of culpability the
supplier is strictly liable for all respective costs of the claim. To safeguard
this right of recourse, upon request the supplier is obliged to provide
REHAU with an adequate level of surety in the form of an irrevocable and
unconditional absolute guaranty at the first request of a bank or credit
insurer authorized to perform such transactions in Germany. The costs of
the guaranty shall be borne by the supplier.
5. Should the supplier breach its obligations under para. 1 or in the event of
any claims asserted against REHAU pursuant to Section 13 MiLoG by
employees of the supplier, its subcontractors or employment agencies
used by the supplier, REHAU shall be entitled to terminate orders and
other agreements, including partially, without notice.
XIV. Assignment of claim, reservation of ownership, offset, venue
1. Without prior consent, the supplier is not authorized to sign over claims
arising against REHAU or to arrange for collection by a third party. If, in
violation of this clause, the supplier does in fact assign claims arising
against REHAU to a third party without REHAU’s consent, the said
assignment shall nevertheless be effective. However, REHAU may, at its
own discretion, release itself from any obligation by making payments to
the supplier or third party.
2. If the terms and conditions of the supplier include simple or extended
retention of title, REHAU herewith accepts such.
3. It shall only be possible to offset REHAU’s claims with counterclaims or
exercise a right of retention if the counterclaim has been recognized in
writing or has become res judicata.
REHAU can also claim a right of retention against supplier’s claims that
are not yet due.
4. REHAU shall be entitled to offset all its claims irrespective of the form
they may take, against all claims the supplier has against a company of
the REHAU Group. This shall also apply in the case of different due
dates of the claim. This also applies to claims that are not yet due.
5. German civil law and commercial law shall apply. The application of the
United Nations Sales Convention of 11.04.1980 shall be precluded.
6. In the event of an application being filed for bankruptcy proceedings
against the assets of the supplier, REHAU shall be entitled to rescind
from the part of the contract that has not been satisfied.
7. The place of jurisdiction for all disputes arising as a result of orders that
have been placed is Hof / Saale. However, REHAU is also authorized to
choose to bring action against the supplier wherever a place of
jurisdiction is justified for them according to general regulations.
613EN/56 02.15
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