General Conditions of Purchase of Meier Anlagenservice GmbH, Bocholt, in business dealings

I. Scope of application

The following General Terms and Conditions of Purchase apply exclusively to all contractual declarations, deliveries and services to us, including future business with the supplier, unless expressly agreed otherwise. The supplier’s general terms and conditions of business shall not apply unless we have agreed to their validity in writing, even in the case of unconditional acceptance.

II Conclusion of contract

1. Offers made by the supplier in response to our enquiry must comply with the latter or contain express references to deviations. Offers are always free of charge and without obligation for us.

2. Orders and commissions from us as well as their changes, additions and subsidiary agreements must be in writing to be effective. We are bound to an order for 2 weeks. The supplier is obliged to decide on their acceptance within this period and, if applicable, to confirm them by fax, stating our order number and the date of our order letter. Deviations from the order or purchase order must be clearly marked. The use of our order for reference or advertising purposes is not permitted without our written consent.

3. Supply contracts, their amendment and/or supplementation must be in writing. Delivery call-offs become binding if the supplier has not objected to them within one week of receipt at the latest.

4. we can demand changes to the delivery item, quantity and design before the delivery is executed, if this is not unreasonable for the supplier. In the event of any effects on costs or deadlines, the parties shall make an appropriate arrangement.

5. Delivery notes, dispatch notes, bills of lading, invoices – all in duplicate – as well as all correspondence concerning the supplier’s services must bear the markings specified in the order, in particular the order number and date and the employee placing the order, if specified in the order.

III. Prices and terms of payment

1. The prices stated in the order are binding and are subject to value added tax at the statutory rate. They include all ancillary services of the supplier, in particular packaging, customs, insurance and delivery free our premises or the agreed delivery point, unless otherwise expressly agreed in writing. Value added tax and ancillary costs shall be shown separately in the invoices.

2. We pay invoices after delivery date, delivery including documentation and test certificates and receipt of invoice within 30 days net, within 14 days with 3% discount.

3. The supplier is only entitled to offset or withhold payment if his counterclaims are undisputed or have been legally established. The supplier’s right of retention is limited to claims arising from the respective, specific contract. The assignment or collection of claims against us by third parties is excluded, unless they originate from deliveries with extended reservation of title.

IV. Deliveries, delivery times and transfer of risk

1. Deliveries and services are to be carried out at our place of business in our own person or from our own production. Partial deliveries or services, excess or short quantities as well as the use of sub-suppliers is not permitted without our consent. They must always be clearly marked as such.

2. The delivery time stated in the order is calculated from the date of order and is binding. It shall be fulfilled upon delivery of the goods to us or to a delivery point specified by us, in the case of agreed assembly upon completion thereof, in the case of work services upon the day of acceptance.

3. In case the supplier realizes that he will not be able to meet a promised delivery date, he must inform us immediately in writing, stating the reasons. If there is a delay in delivery or performance for which the supplier or one of its vicarious agents is responsible, the supplier undertakes to pay a contractual penalty of 1% of the contractual amount per completed week of delay, but no more than 5% of the contractual amount, to compensate for our minimum damage. The supplier reserves the right to prove that we did not suffer any damage at all or that the damage is considerably lower than the lump sum. We are obliged to declare the reservation of the contractual penalty at the latest upon payment of the invoice following the delayed delivery.  The assertion of a higher damage remains unaffected.

4. If the supplier does not provide the delivery or service within the agreed delivery time, we can set the supplier a grace period of 14 days. In this case we are entitled to withdraw from the contract by written declaration after the unsuccessful expiry of the period of grace and to claim damages.

5. If a delivery/performance date has been agreed, we are not obliged to accept the goods or services beforehand Acceptance is always formal in the case of works. Putting into use, installation or any other use of the object of the contract does not constitute acceptance.

6. The risk shall pass upon acceptance of the goods by us at our place of business or, if a delivery point has been agreed upon, at our place of business, irrespective of the mode of dispatch, unless we carry out the transport ourselves. As long as we are prevented from acceptance by force majeure or internal or external industrial disputes, the risk cannot be transferred. In this case, we will inform the supplier immediately.

V. Shipping, packaging and insurance

1. Our shipping instructions apply. In the absence of such, the supplier shall select the most favourable mode of transport and transit time for us, free domicile in principle. Larger shipments are to be notified in good time.

2. The goods shall be delivered packed ready for sale. The supplier may only use packaging materials that can be reused or disposed of without problems. We only accept intact EURO exchange pallets as pallets. If the supplier demands the return of packaging materials, this must be clearly noted on the delivery documents, otherwise we are entitled to dispose of empties, non-operational or exchangeable pallets and disposable packaging at the supplier’s expense.

VI. reservation of title

1. An extended reservation of title for deliveries is excluded.

2. In the event of a simple reservation of title by the supplier, we are entitled to dispose of the goods in the ordinary course of business. The supplier may only disclose an assignment in advance to our customer if his claim is undisputed and no payment has been made despite a reminder and a four-week grace period.

3. We reserve the right of ownership of the tools provided to the supplier. The supplier is obliged to use the tools exclusively for the production of the goods ordered by us. He is further obliged to insure the tools provided to him at his own expense at replacement value against fire, water and theft. Any necessary maintenance and inspection work shall be carried out by the supplier in good time at his own expense. He must inform us immediately of any malfunctions.

4. If we provide the supplier with other items or parts, we also reserve the right of ownership of these. They shall be used exclusively for our order. Processing or alteration by the supplier is carried out for us. In the event of processing or use, we shall acquire co-ownership of the new item in the ratio of the value of the item provided to the other processed items at the time of processing, which the supplier shall keep in safe custody for us free of charge. The same shall apply in the case of mixing of objects or parts provided by us. If the mixing is carried out in such a way that the supplier’s item is to be regarded as the main item, it shall be deemed agreed that the supplier shall transfer proportional co-ownership to us in the ratio of the value of our provided items and parts to the other mixed items at the time of mixing.

In the event of default of payment or breach by the supplier of his obligations under the reservation of title, we shall be entitled, in the event of processing or alteration, to demand the return of the items or parts provided or, in the event of commingling, the main item and, after giving written notice and giving a reasonable period of notice, to make the best possible use of them, offsetting them against the contractual consideration.

5. For the period of the reservation of title, the supplier is not entitled, without our prior written consent, to sell, pledge, transfer by way of security, rent or otherwise transfer or modify the provided items and parts, the manufactured item or the main item, or the tools provided to him, in any way that could impair our security. If third parties access the goods, in particular by way of seizure or by asserting an entrepreneurial lien, the supplier must inform them of the retention of title and inform us immediately. The supplier shall bear the costs for the cancellation of the access and for a possible replacement of the goods.

VII Confidentiality and proprietary rights

1. Information, samples, templates, drawings, models, tools and other means of production which the supplier receives from our area (documents) remain our property. Insofar as they are marked as “confidential” or are recognisable as business or company secrets due to other circumstances, the supplier must keep them secret even after the end of the contract and may not record, use or pass them on to third parties without our consent, unless this is necessary to achieve the purpose of the contract. This also applies to work by remote data transmission and to products manufactured according to these documents. The supplier also imposes corresponding obligations on his employees or agents.

2. All documents must be returned at our request or at the latest at the end of the contract at the cost and risk of the supplier; in the case of storage on data carriers it must be guaranteed that all data are irreversibly deleted. A right of retention is excluded in any case.

We reserve all rights to such documents and information, in particular copyrights and the right to register industrial property rights in the name of the supplier.

4. For each case of infringement of the obligations listed above under VII. 1. to 5. the supplier undertakes to pay lump-sum damages of 10,000 euros, whereby we are at liberty to prove to the supplier that no damage or only minor damage has been incurred.

VIII. Liability and warranty

1. We undertake to inspect delivered goods within a reasonable period of time for obvious quality or quantity deviations. The complaint is deemed to be in time if it is received by the supplier within a period of ten working days from delivery of the goods, in case of hidden defects from their discovery. If the nature of the goods requires a longer inspection period, this shall be added to the period for compliance with the period for lodging a complaint. For quantities, dimensions and weights, the values determined by us during the incoming goods inspection shall be decisive.

2. The supplier guarantees that his goods/services are free of third-party rights and that their contractual use by us does not infringe third-party property rights. This does not apply to items or documents provided by us (drawings, model descriptions, instructions, etc.).

3. The supplier guarantees that his goods/services are in conformity with the associated documentation.

4. The object of the contract must be functional and safe to operate – even without express agreement in the order. In particular, it must comply with the latest legal, official and trade association regulations applicable at our registered office, or in the case of delivery for another location known to the supplier, with the latest legal, official and trade association regulations applicable there, as well as with the latest state of the art.

5. The supplier shall provide a warranty for the delivered goods in accordance with the statutory provisions as of the transfer of risk. §§ Sections 478, 479 BGB (German Civil Code) shall apply, section 476 shall apply accordingly. During the period of the inspection and removal of defects and any interruptions of operation that occur as a result of this, the limitation period for claims for defects is suspended. In urgent cases we are entitled to remedy defects ourselves or have them remedied immediately in coordination with the supplier at the latter’s expense. The right to claim damages remains unaffected. If goods from more than three deliveries within one year are defective, we are entitled to withdraw from further contracts not yet fulfilled and also to claim damages for non-performance.

The supplier shall support us free of charge in the defence against all claims arising from product or producer liability and from industrial property rights and shall indemnify us against these claims and all costs of defence against such claims.

7. The supplier’s vicarious agents and assistants must observe the provisions of the relevant company regulations when working on the recipient’s premises.

8. If a contractual item delivered by the supplier causes damage to a third party, the supplier shall indemnify us internally insofar as he is responsible for this according to statutory or contractual provisions. The damage also includes the costs of legal action and a necessary recall action. The supplier undertakes to maintain product liability insurance with a lump sum coverage of 5 million euros per personal injury/property damage.

Suggestions, suggestions for calculations, drawings or other documents submitted by the supplier are not instructions on our part and do not change the sole responsibility of the supplier for his services and deliveries, in particular for their completeness and correctness. This also applies insofar as we do not raise any objections to this; we are not obliged to carry out an inspection.

10. Claims of the supplier for damages are excluded, unless it is a matter of damages from injury to life, body or health for which we are responsible or other damages which are based on a grossly negligent or intentional breach of duty by us, our legal representatives or vicarious agents and which are typical for the contract and foreseeable. However, we shall be liable without limitation if and to the extent that damages incurred are covered by insurance.

IX. Duration of contract and termination

The extraordinary termination without notice for good cause remains unaffected. For us, good cause shall include, among other things, the filing of insolvency proceedings against the Supplier’s assets as well as default in payment by the Supplier of more than three months.

X. Place of performance, place of jurisdiction, choice of law

1. German law shall apply exclusively.

2. Place of performance and jurisdiction, also for liabilities from bills of exchange, is our place of business. We are, however, entitled at our discretion to assert claims against the supplier at his place of business.

3. In case of doubt, the “Incoterms” issued by the International Chamber of Commerce in the currently valid version shall apply for the interpretation of commercial clauses.

XI Miscellaneous

1. Transfers of rights and obligations of the supplier from the contract concluded with us require our written consent to be effective.

2. If a provision is or becomes void, the validity of the other provisions shall remain unaffected.

Status: 23.11.2016