General Terms & Conditions of Purchasing
SolidTechnics Ltd, Version 3 202501
1. Scope of Application
1.1
The following
provisions shall apply to Purchase
Contracts, contracts for working materials, contracts for work and services and contracts of services as well as similar contracts, provided that the
contract itself or our order form does not stipulate differently. Customer
Specific Requirements – „CSR“ are part of the contracts. Any general terms and
conditions, delivery terms or terms of payment
of the contractual partner shall be
considered invalid to the extent that they conflict with our terms and
conditions. If and to the extent to which the contractual partner is not
willing to accept these General Terms and Conditions of Purchasing he shall be
obliged to object expressly and in writing within a period of ten days,
beginning upon dispatch of our order to which these conditions are enclosed.
General Terms and Conditions, delivery terms and terms of payment of the
contractual partner shall not become part of the contract, even if these are
transmitted to us in an order confirmation or in a commercial confirmation
letter and the contractual partner has effected the delivery or service without
preceding objection by us. In the event that no other expressly agreed
understandings exist, the orders placed by us with our General
Terms and Conditions of Purchasing as part of the
contract shall apply in any case if the contractual partner starts to execute
the order without objection against our General Terms and Condition of
Purchasing in due time.
1.2 In the event that any provision of these General Terms
and Conditions of Purchasing is or becomes legally invalid or is validly
amended the validity of the remaining provisions of our General Terms and Conditions of Purchasing shall
remain unaffected thereby. Modifications and amendments of the subject matter
of a contract, as it has been confirmed by us, shall only be valid if the
modification/amendment is also confirmed by us in writing.
1.3 Unless these purchasing conditions make explicit
agreements, the legal regulations apply.
2. Delivery Period, Default in Delivery
2.1 The agreed upon delivery dates shall be binding. In
order to determine whether a delivery date or delivery period has been
observed, the receipt of the goods at the receiving station, or the location specified
by us or the timeliness of the successful acceptance shall be decisive.
2.2 In the event that our contractual partner notices that
an agreed upon deadline can not be kept due to whatever reasons, the
contractual partner shall be obliged to communicate this to us without undue delay in
writing by giving reasons and the approximate duration of the delay.
2.3 The contractual partner shall indemnify us for any
direct or indirect damages caused by delay.
2.4 In the event that an agreed upon delivery date cannot
be kept due to circumstances for which our contractual partner is liable, we
shall be entitled to claim damages instead of and/or besides specific
performance or obtain a replacement from a third party (as the case
may be) and/or withdraw from the contract, at our discretion, upon fruitless
expiry of a reasonable period of grace.
2.5 The contractual partner can only refer to the lack of
necessary materials which were to be delivered by us, if the contractual
partner has requested them in writing and did not received them within a
reasonable period of time.
2.6 Force majeure and collective actions shall
relieve the contractual partner from his obligation to perform the contract
for the duration of the disturbance and to the extent of its impact. The
contractual partner shall be obliged to give the necessary information without undue delay with reasonable endeavor and to
adapt his obligations to the changed
circumstances according to the principle of equity and good faith. We shall be
relieved from the obligation to accept the ordered delivery/service wholly or
in part and shall insofar be entitled to withdraw from the contract if the delivery/service is not of use
for us anymore (taking into account economic factors) due to the delay caused
by force majeure or collective action (as the case may be).
2.7 If a delivery is effected earlier than agreed upon,
we reserve the right to return
the goods at the expense of the contractual partner. If in the event of
premature delivery the goods are not returned, they shall be stored by us up to
the delivery date at the expense and responsibility of the contractual partner.
We reserve the right to effect payment
not until the agreed upon date of maturity in case of premature delivery.
2.8 Partial deliveries shall only be accepted by us if expressly agreed
upon. In the event of agreed
upon partial shipments the remaining amount shall be specified.
3. Shipping, Passage of Risk
3.1 Delivery and shipping shall be effected to the receiving station as specified by us, or, if no such specification exists, to our corporate seat free of all expenses at the cost and responsibility of the contractual partner.
3.2 In the event that a price calculation ex-works or
ex-stock of the contractual partner is agreed upon, the shipment shall be
effected at the least possible costs, unless
we expressly demand a specific
type of shipment.
3.3 In the above-mentioned cases the risk shall only pass
upon our receipt of the goods or the service.
4. Maturity
4.1 Irrespective of expressly agreed upon conditions of
payment and maturity in writing, the maturity of all claims of the contractual
partner against us shall require a revisable
invoice as specified by us as well
as the complete contractual performance, free of defects, by our contractual partner.
4.2 Unless otherwise agreed upon, periods of discount and
payment shall not begin until our receipt of the delivery and service, free of
defects, or the acceptance (as the case may be) or the correct invoice, whichever takes place lastly.
5. Assignments, Set-off
5.1 Claims of the contractual partner against us shall only
be assigned upon our prior written confirmation.
5.2 Any set-off of the contractual partner against claims
of us shall be excluded, unless the claim of the contractual partner, with
which a set-off is to be effected, is not contested by us or confirmed in a
legally binding way.
6. Passage of Title
Ownership of the delivered goods shall be obtained by us without
restrictions upon payment of the goods. Any additional retention of title, especially, but not limited to the so-called extended
retention of title in all of its types shall be excluded.
7. Duty to Examine and Notify of Non- conformity
The duty to examine and notify of non- conformity according to
section 377 HGB (German Commercial Code) shall be two weeks upon receipt of the
goods by us in case of visible defects, and two weeks beginning from detection
of the defect, in case of hidden defects.
8. Warranties
8.1 We shall be entitled to any statutory claims of warranty, without reduction. We shall especially be entitled to claim remedy of the defect or replacement from our contractual partner at our choice. Thereby the contractual partner shall bear the expenses necessary to remedy the defect or to provide for the replacement. We reserve the right to claim damages besides and/or instead of specific performance.
8.2 The statutory periods of warranty shall apply.
8.3 The contractual partner represents and warrants that
any services/deliveries are in accordance with the current state of technology,
the applicable legal provisions and the provisions and directives of public
authorities, professional associations (Berufsgenossenschaften) and
trade associations. The contractual partner represents in particular that any
environmental laws and officially imposed conditions and any other provisions
with respect to the environment have been complied with in the process of
manufacture or procurement of the delivered product or service, as the case may
be. If in any particular case deviations from these regulations shall become
necessary, our approval shall be obtained without undue delay after
determination of the necessity
of the deviation. In the event that the contractual partner has concerns with
regard to the means of performance or use of the delivered
goods as requested by us, he shall notify us in
writing without undue delay.
8.4 In any case of a warranty obligation of our contractual partner we shall in any case be
entitled, however, not obliged to remedy the defect upon fruitless expiry of a
reasonable period of time for the supplementary performance at the expense of
our contractual partner, or engage a third party to remedy the defect. Furthermore we shall be entitled, however, not obliged, to obtain
replacement for the delivered goods, which have been defective, at the expense
of our contractual partner.
8.5 The contractual partner warrants to maintain a
reasonable and adequate supply of spare parts. This shall include in any case a
supply of spare parts for a period of 15 years after discontinuation of a
series at our contractual partner.
9. Product Liability and Legal Provisions
9.1 In the event that claims which are based upon the violation
of official security provisions or on domestic or
foreign product liability provisions or laws are made against us due to the
defectiveness of our delivery or service, which can be traced to the delivered
goods of the contractual partner, we shall be entitled to claim indemnification
from this damages insofar as they have been caused by the product delivered by
our contractual partner. This damage shall include any, even indirectly
incurred costs. At our request the contractual partner shall indemnify us from
any product liability claims, as far as they are based upon deliveries/services
of the contractual partner.
9.2 The contractual partner shall label the delivered items
so that they can permanently be discerned as products of the contractual
partner. The contractual partner shall be obliged to install a state of the art quality management system which
is adequate in its extent and manner, and to provide evidence thereof to us. Insofar as we deem appropriate we shall enter into
a quality management agreement with the
contractual partner.
9.3 The contractual partner shall be obliged to
additionally insure himself in a reasonable amount against all risks of product liability including the risk of recalls, and to submit the insurance policy
to us for inspection at our request. In addition he shall regularly
provide evidence at our request proving the continuation of the insurance by
submitting suitable documents.
9.4
Environment, hazardous substances, dangerous goods:
with respect to the storage
of hazardous substances and the transport of dangerous goods the contractual
partner shall be obliged to comply with the laws, regulations and provisions
valid at any one time.
9.5 The parties are in agreement that the contractual
partner shall be obliged to comply with the regulation for the avoidance and
utilization of packaging waste (Verpackungsverordnung) in its current version
and to procure in particular an orderly return and
utilization of the delivered packaging materials at his own expense.
10. Consequence of Payment
Any payment by us shall under no condition be deemed an
acknowledgement of a contestable or invalid
legal act. Likewise
payment shall not be deemed an acknowledgement of the
invoice or approval of a potentially defective
delivery.
11. Documents
11.1 Any drawings and technical documentations shall be
discussed with us prior to the beginning of manufacturing, workshop or assembly
works. The documents approved by us shall form the basis of manufacture and
assembly. After performance of his works the contractual partner shall be obliged
to submit to us the drawings, calculations and other
technical documentations corresponding with the actual construction of the
delivered goods in the requested number and design until acceptance, at the
latest. The contractual partner shall be obliged to transfer title in them to
us, free of charge. The intellectual property thereof shall not be affected
thereby.
11.2 By giving our approval to drawings, calculations and other technical documentations the
warranty and guarantee obligations of the contractual partner with respect to
the delivery shall not be affected thereby. The same shall apply to proposals
and recommendations of our part, unless expressly otherwise agreed. Any
construction documentations may only be used for the agreed upon purpose and
only insofar be made available to third parties. They shall be returned to us
upon accomplishment of the order unrequested and free of charge.
11.3 We reserve all rights on the drawings made according to our specifications.
12. Data security
The client agrees with the fact that all data raised in the
context of the business relation, including personal data, are automatedly
converted to the purpose of the completion of the order. The client agrees in
particular with the fact that data, including personal data, are conveyed to
suppliers and inquiry agencies assigned by the contractor to the purpose of the
completion of the order.
13. Confidentiality
The contractual partner shall be obliged to treat orders and details in connection therewith as trade
secrets, unless expressly agreed upon differently in writing. The same shall
apply after termination of the business relation.
14. Place of Performance; Venue
14.1
Place of
performance shall be the seat of the SolidTechnics Ltd. subsidiary that is
statedin the respective order, in the
event thatsuch an agreement is missing, Hong
Kong.
14.2 Venue shall exclusively be Altdorf, or the competent
court for Altdorf, respectively, unless compulsory legal provisions provide to
the contrary.
14.3 Any contracts that are concluded with us shall exclusively be governed by German law excluding its conflict of law provisions (IPR) and excluding the unified Convention on the International Sale of Goods (CISG), unless compulsory legal provisions provide to the contrary.