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General Purchasing Conditions of NovaTec Kommunikationstechnik GmbH

 

I. Preface
(1) For all purchases of NovaTec Kommunikationstechnik GmbH – below called NovaTec GmbH – only the present conditions are significant and valid unless agreed elsewise explicitly. We hereby formally disagree to conditions of the consignee in his general terms and conditions or his order confirmation. Acceptance of order confirmations or deliveries without reproach does not mean the approval of such conditions.

(2) The supplier acknowledges the present general purchasing conditions as solely valid for all further orders with his first delivery.

 

II. Offers

All offers have to correspond to our enquiries. All discrepancies have to be clearly marked as such in the corresponding offer. All offers to us are free of charge.  Sämtliche uns unterbreiteten Angebote erfolgen kostenlos. Drawings, samples and models sent remain in our property  and have to returned to us free of charge with the offer.

 

III. Orders

(1) Orders, conclusions and scheduled deliveries as well as changes or additions to these require written form. Scheduled deliveries can also be triggered by data communication. Vocal agreements before or during conclusion of a contract require written form to achieve validity.

(2) If the supplier does not confirm the order within two weeks we are authorised to cancel the order. Scheduled deliveries are obligatory latest when the supplier does not veto to it within 5 business days after receipt.

(3) The general quality managment guideline for suppliers is part of every contract with such.

 

IV. Delivery

(1) Discrepancies to our agreement and orders are only valid with our previous approval. Agreed appointments and deadlines are binding. Decisive for the adherence of the delivery date or dead line is the goods arrival at our facility. If it has been agreed that the shipment is sent "delivery and duty paid" the supplier has to prepare the goods for loading and dispach bearing the usual duration of these in mind.

(2) The consignee has to adhere to the consignment regulations of NovaTec GmbH and the forwarder resp. carrier. In all shipping documents, letters and invoices the NovaTec order and articel number have to be stated.

(3) In case due-dates can not be held due to causes the supplier has to answer for it is our right to withdraw from the contract with refusal to accept performance after an appropriate extension of time has elapsed and to purchase replacement from a third party and/or to demand compensation for non-performance regardless of further legal regulations. We have claim to compensation of all extra costs which derive from the late delivery or performance and for which the supplier is held liable. The acceptance of a late delivery or performance does not include waiver of recourses.

(4) If the supplier can foresee difficulties in manufacture or pre-materialise or for him unswayable factors occure which are likely to bar him from delivery on due date in the agreed quality he has to infom our purchasing departement immediatly.

(5) For quantites, weights and measures the data as determined by our goods inward inspection are decisive unless otherswise proved.

(6) Part deliveries have to be announced to us previously for approval.

(7) The supplier carries the risk of conveyance even if NovaTec GmbH pays for transport.

 

V. Vis major

Vis major, labour disputes, hold-ups without fault of the supplier, riots, official actions and other unavoidable happenings entitle us to back off the contract completely or in parts as far as these cause a substantial diminishment of our requirements.

 

VI. Dispatch note and commercial invoice

(1) The specifications in our order and delivery schedules apply. If stated commercial invoices have to be sent to the corresponding address and may not be enclosed in the shipment. Elsewise they are to be enclosed into the shipment.

(2) The consignee is only entilted to invoive outstanding bills which are undoubted and established as final and absolute.


VII. Pricing term and transfer of perils

If no special agreement is made all costs are with free delivery and include packaging. Value added tax is not inclueded in the given prices. The supplier carries therisk of accidental loss, destruction or deterioration up to the receipt of the goods by us or our authorised representative at stated place of delivery.


VIII. Terms of payment

As far as no special agreements have been made commercial invoices are paid within 30 days under deduction of 2% allowance or within 60 days strictly net. The beginning of the term is the day on wich the commercial invoice as well as the ordered goods have arrived at our facilities resp. the work has been performed. Payment is effected under the condition of invoice verification.

 

IX. Guarantee

(1) The acceptance of the delivered goods takes place under the condition of review of correctness and suitability. We are entilted to inspect the delivered goods or performance as far and as soon as this is doable in the regular course of business. Detected scarcities are rebuked instantly when detected. In this respect the supplier renounces the objection of late letter of complaint.

(2) We are entitled to claim free replacement or rework according to our choice or to demand reduction of the price or complete or partial recission of the contract (redhibition action) for scarcities of the goods or performance irrespective of rights to which we are entitled by law. The defects liability period is twelve months as far as no other period has been contracted on an individual basis.

(3) If due to a poor delivery the inspecion on delivery has to exceed the normal range the supplier will have to bear the expenses.

(4) In urgent cases, especially to fend off acute threats or to avoid inordinat damage,we are entitled to remedy the scarcities our self at the suppliers expenses.

 

X. Product defects

In such cases as customers or other third parties hold us reposibel due to product liability the supplier is obligated to discharge us from such claims, insofar as the damage is caused by a failiure of the goods as delivered by the supplier. In cases of fault-based liability this applies only if the supplier is to blame. As far as the cause of the damage lies in the responsibility of the supplier he carries the burden of proof. In these cases the supplier also carries all expenses and outlays including the costs for prosecution or callbacks. In other respects legal regulations apply.

 

XI. Workmanship

Persons working on the factory premises in execution of a contract have to regard the regulations of the applying work rules. The regulations for entering and leaving the factory have to be met. The liability for accidents to people on the factory premises is not coverd insofar as the accident is not caused by us deliberatly or grossly negligent.

 

XII. Free issued equipment

Materials, parts, container and special packaging as supplied freely by us remain in our property. They may only be used as intended. The processing of materials and the assembly of parts are effected for us. It is understood that we are co-owner of the products manufactured by use of the parts and materials supplied by us in such percentage as the value of the supplied equipment has in relation to the complete product, which is stored in our name by the supplier.

 

XIII. Non disclosure

Documentations of all kind made available to the supplier like samples, drawings, models, data and such, as well as all supplied information as far as not clearly designated for the public must not be made accessible for third parties unless neccessary to fulfil the contract. Products manufactured by means of documents of our design like drawings models and simular or our confidential instruction or with our tools or copied tools may not be used, offerd or sold to a third party by the supplier. This also applies analogously for our print jobs.

 

XIV. Place of fulfilment

Place of fulfilment is Paderborn.

 

XV. Place of venue, applicable law

Place of venue is by our choice the location of the supplier or Paderborn. The contract is subject to the law of the Federal Republic of Germany excluding the laws of conflict. The Hague sales convention, the UN Convention of the International Sale of Goods (CSIG) or other conventions relating to laws on the sale of goods are excluded and do not apply. 

 

XVI. Third party trade mark rights

The consignee affirms that for the normal use of the purchased goods there are no conflicts with rights of a third party, in particular that no trade mark rights of a third party are infringed. Should third parties nonetheless make claims on NovaTec GmbH due to a possible infringements of a third parties rights such as copy rights, patent laws or other proprietary rights, the consignee relieves NovaTec hereof and of all duties in this context.

 

XVII. Servability clause

In case any of the previously stated terms of our general purchasing conditions be null and void, invalid or impracticable for any reason the validity of the other terms and the contract based on these remain unaffected. The involved parties are held to replace the invalid term by such agreement as complies most with the unapplicable term.

(as of 11/05)