Purchasing Conditions

Purchasing conditions Semperit Profiles Deggendorf GmbH und Semperit Profiles Leeser GmbH

(Status 2017)

  1. Unless otherwise expressly agreed in writing the following terms and conditions shall apply to our purchase orders. Terms and conditions of the supplier or deviations from the order stated in the acknowledgement of order shall only apply if they have been expressly accepted by us in writing. Oral purchase orders and agreements shall be subject to our written confirmation.
  2. Deliveries shall be made at the prices agreed in advance. Prices shall be stated exclusive of value-added tax. If in exceptional cases prices have not been definitely fixed at the time when the order is placed, the contract shall enter into force only upon our written acceptance of the prices stated in the acknowledgment of the order. Prices shall be fixed prices freight and charges prepaid purchaser's plant. Goods shall be shipped at the supplier's risk. Packaging costs shall only be paid separately if expressly agreed. We shall be credited the packaging costs if we return the packaging freight prepaid.
  3. The supplier shall be liable for incorrect consignment notes. Shipping shall be advised issued immediately after dispatch. Invoices and delivery notes shall only be processed and payment of the same shall be ordered if we are sent three copies thereof stating the order number, department and purchase order date. Delivery notes shall also include the gross weight and the net weight. In the case of partial deliveries the residual quantity to be delivered shall be stated. For payment of assembly invoices an assembly certificate confirmed by the purchaser shall be required. Value-added tax shall be stated separately on the invoice. Improper invoices shall be deemed not issued.
  4. The agreed delivery dates shall refer to the date at which the goods arrive at the receiving department and shall be observed. Otherwise we shall be entitled, at out option, to demand subsequent delivery or claim damages for late delivery or damages for non-performance or to rescind the contract. In cases of force majeure at the seller's plant we shall be entitled to rescind the contract in whole or in part or to demand subsequent performance at a later date without the supplier being entitled to any claims vis-à-vis us on that ground. In the case of delays we shall immediately be notified thereof including the reasons for and the expected duration of the delay. If our purchase order states a fixed date, a grace period of two weeks shall apply. Thereafter, the seller shall have to pay a contractual penalty. The contractual penalty shall be 0.5% of the price for every commenced week of the delay but not more than 5% of the price for the total consignment. Strikes, business interruptions, impairment of operation or similar events at our plant which lead to reduced consumption shall be deemed force majeure and shall release us from our obligation to purchase goods within the agreed time for the period of the interruption. We reserve the right to decide on acceptance or rejection of early or excess deliveries on a case-by-case basis. Returns, if any, shall be for the account and risk of the supplier.
  5. The supplier represents that the goods are in accordance with our specifications and other details such as standards and in compliance with other documents and he will check the goods in this respect prior to dispatch. We shall inspect the goods upon receipt. We shall be entitled to carry out spot checks and to reject goods completely if the admissible quality limits or AQL values of the goods are exceeded or to check 100% of the goods at the supplier's cost and risk and demand that defective parts be replaced notwithstanding any other claims we may have. With respect to goods where existing defects, if any, cannot be noticed immediately we reserve the right to make a complaint until such goods have been completely processed. The supplier waives the plea of late notification of defects and of unconditional acceptance. In the case of a complaint we reserve the right to charge the costs for inspection of the substitute delivery. Substitute deliveries shall be made free of charge. In urgent cases we shall be entitled ipso jure to repair the defects ourselves or to have the defects repaired at the supplier's cost notwithstanding any other claims we may have. The supplier shall be liable for deliveries of his suppliers like for his own.
  6. A separate invoice shall be issued for every purchase order. Invoices shall be sent immediately after delivery. Invoices shall be paid on the 15th day of the month following receipt of the goods with a 3% cash discount or after 90 days without any deduction. The cash discount shall be deducted from the invoice amount inclusive of value-added tax. Periods shall start to run upon receipt of the invoice or, if the goods arrive after the invoice, upon receipt of the goods but in no case before the agreed date of arrival of the goods. Payments made, if any, shall have no impact on our right to notify defects and the supplier's warranty.
  7. Claims vis-à-vis us may only be assigned subject to our written consent.
  8. The supplier shall ipso jure indemnify and hold us harmless from and against any claims on the ground of infringement of proprietary rights and join legal disputes and settlement negotiations, if any, himself and at his cost. If it has been ascertained by court decision that the delivered goods infringe an Austrian or foreign industrial property right, we shall be entitled to cancel the purchase order. The same shall apply if on the basis of an opinion rendered by a court-appointed expert the assumption that a proprietary right has been infringed is justified.
  9. Since the goods ordered by us will usually be integrated into our products through processing or commingling and any retention of title will cease as a result thereof, all deliveries to us shall be effected free of any such reservations. If the acknowledgment of order or the invoice contain such reservations nevertheless, such clauses shall be ineffective even if we do not expressly object thereto.
  10. For both parties the place of jurisdiction for all disputes indirectly or directly arising out of the supply contract shall be the court at purchaser's place having jurisdiction over the subject-matter. The supply contract shall be subject to the law applicable to the purchaser. The place of performance for delivery and payment shall be the premises of the purchaser.
  11. Our purchase orders and all related commercial and technical details shall be treated by the supplier as a business secret. The supplier shall only be allowed to refer to the business relation with us if we have agreed thereto in writing.

    The following additional provisions shall apply to capital goods and moulding tools:

  12. If necessary, the scope of delivery shall include three (3) complete sets of assembly (construction, group) drawings including parts lists as well as circuit diagrams and operating diagrams, hydraulic schemes and pneumatic schemes including parts lists in a printable form. Title to models which have been paid for by the purchaser shall pass to the purchaser. The purchaser shall be entitled to use the said documents for maintenance, repair or modification of the delivery item.
  13. Drawings, drafts, manufacturing instructions, etc. which were made available by us to the supplier to make an offer or execute an order shall remain our property. They shall not be used for any other purposes or reproduced or made accessible to third parties. Those documents including all transcripts or copies shall immediately be returned to us upon request. In the case of delivery the supplier shall return them to us without request. The same shall apply to drawings, samples, models, etc. made by the supplier according to our specifications.
  14. The supplier shall assume warranty for a period of two (2) years from start-up. The warranty obligation shall also extend to those parts of the delivery which the seller purchased from suppliers. If goods are manufactured by the seller on the basis of construction details, drawings or models of the purchaser, the seller's liability shall extend to sound workmanship in accordance with the purchaser's specifications. If the seller accepts repair orders or alteration work he shall be liable for sound workmanship. In urgent cases we shall, upon notification of the supplier, be entitled to repair defects ourselves or to have defects repaired at the supplier's cost and risk notwithstanding any other claims we may have.
  15. The goods shall in any case be state-of-the-art and in compliance with regulations on safety at work and accident-prevention, including but not limited to those contained in DIN standards [German Industrial Standards], regulations of VDE [Association for Electrical, Electronic and Information Technologies] and other accepted technical regulations.The seller shall be solely responsible for all safety measures for protecting assembly staff and aids provided by the seller. The seller shall ensure that official regulations, accident-prevention regulations and safety regulations of all kinds that may be relevant to his assembly staff be complied with and he shall be liable for all claims arising therefrom. This liability shall also extend to suppliers of the supplier. The staff used by the purchaser to supervise assembly work shall not be liable for monitoring compliance with statutory safety regulations but merely for taking delivery, inspection and acceptance of assembly work in technical and commercial terms. Equipment and means of protection provided by the purchaser may only be used by the seller after thorough inspection.


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