Conditions of Purchase

1. General

The following conditions of purchase shall apply exclusively to our purchase orders and transactions for the deliveries and services of the supplier. Differing conditions of sale of the supplier are herewith expressly excluded. The unconditional acceptance of deliveries and services or their payment shall not constitute agreement to the conditions of sale of the supplier. In the event of contradictions between the text of the purchase order, or the text in the documents listed in the purchase order, and the following conditions of purchase the text in the purchase order or the text in the documents listed in the purchase order shall prevail and apply.

2. Purchase Order / Order Confirmation

Our purchase orders shall be made in writing, in text form or by transmission via electronic data exchange (for example, EDI). Under text form shall be understood transmission per telefax, computer fax or E-Mail, whereby the issuing company and the issuing person must be clearly identifiable. Purchase orders are effective without personal signature through appropriate annotation on the order form.
The supplier shall be obligated to accept the purchase order in the same form or in the event of a different agreed form in the agreed form within a time limit of 2 weeks. On the expiry of this time limit we shall have the right to cancel the order.
All conditions, specifications, standards and other documents listed in the purchase order shall form a part of the purchase order.

3. Changes to the Item(s) to be supplied

If we request changes to the item(s) to be supplied, the supplier shall be obligated to inform us of and justify to us in writing immediately any price increases and / or price reductions and effects on the delivery date(s).

4. Obligation to supply Spare Parts

The supplier shall be obligated to supply delivery objects, which are a part of our products, as spare parts at a reasonable market price for at least 5 years following the end of the production of our affected products.

5. Force Majeure

Disruptions of production due to unavoidable events (force majeure, for example, industrial disputes) shall entitle us to cancel our purchase orders; moreover, with all without fault obstacles delaying acceptance, the delivery dates and payment dates shall be extended in accordance with the duration of the delay.

6. Delivery Time

Agreed delivery dates and deadlines shall be binding. On the exceeding of these through the fault of the supplier, he automatically goes into default without the need for a reminder. The supplier must inform us immediately of foreseeable delays in delivery.
In the event of a delivery default, we shall be entitled to make statutory claims, in particular for compensation for losses sustained by us resulting from the default. Additional costs, especially in the event of necessary covering purchases, shall be borne by the supplier. The unconditional acceptance of the delayed delivery shall not imply a waiver by us of any claims for compensation.

7. Deliveries

The deliveries including appropriate packaging and insurance shall be at the expense of the supplier. In the process, environmentally-friendly packing materials shall be given preference. We shall not accept any costs for transport insurance. Shipping conditions with differing agreements shall be in writing.
The suppliers of turned parts must protect the parts against corrosion with a corrosion inhibitor, such as, for example Castrol SafeCoat DW 30 X. Other corrosion inhibitors are allowed if they have the same product properties as the agent mentioned above. In addition, the parts must be protected against external influences with PE film, wooden cases or cardboard boxes.
Other types of packaging are not allowed.
Insofar as the supplier is obliged to take back packing materials in accordance with the packaging regulations, he shall bear the costs of the return transport and the recycling. The supplier must enter the order number and contract number on all written documents which relate to a purchase order. All shipping documents must be provided correctly with the information specified by us, especially with order number, order item number, commission number, schedule number, dimensions and number and weight of each item. Any costs arising through the non-compliance with our shipping instructions shall be borne by the supplier. Unless evidence to the contrary is presented, the quantities, weights and dimensions determined by us in our goods-inwards inspection are decisive.
Partial deliveries require a prior agreement and must be identified as such in the shipping documents.

8. Information and Documentation for Foreign Trade

The supplier is obligated, on the delivery of the delivery objects, to provide the following foreign trade data in each case:
1. Classification of the goods in the trade statistics (statistical goods number)
2. Country of origin
3. Labelling and classification of the goods subject to export controls
4. On request: presentation of the certificate of origin or proof of preferential status

9. Invoice and Payment

The supplier shall submit an invoice for each delivery of goods or services separate from the shipment. The wording of the invoice shall correspond to the order designations and shall include our order number. The exact designation of our ordering department and the date of the order shall be quoted. Invoices which do not include this information shall be returned by us and shall not substantiate any due date.
The time limit for the payment of the invoice begins on the workday following the receipt of a correct and verifiable invoice or the acceptance of the goods or services, whichever is the later date.
If Stüwe determines that there is an obligation or if Stüwe is requested by the appropriate authorities to retain duties (for example withholding tax), Stüwe shall be entitled to deduct these sums from the invoice amount. Should the supplier have documents available relating to appropriate exemption these must be presented without them being requested. The right of the supplier to reclaim the taxes and duties from the levying authorities shall remain unaffected. The payment settlements shall take place at our discretion within 14 days of the invoice date with the deduction of a 2% discount or net within 30 days of the invoice, notwithstanding our right to lodge complaints at a later date. On the early acceptance of the delivery objects, the payment time limit begins to run from the delivery date in accordance with the purchase order or from the receipt of the invoice, whichever is the later date. With service contracts or contractually agreed acceptances, the payment time limit shall not begin before the acceptance.
In the event of a defective delivery we shall be entitled to retain payment until the proper fulfilment without the loss of rebates, discounts and similar preferential terms of payment.

10. Liability for Defects

The supplier undertakes to ensure that the delivery objects are free from material defects and / or defects in title.
Insofar as no differing written agreement has been made, the liability for defects of the delivery objects shall lapse 24 months from commissioning / use of the end product.
We shall be entitled to the statutory claims for defects without restriction. At our discretion, the supplier shall provide rectification or a replacement delivery. The supplier shall carry out rectification work or make a replacement delivery without charge. In doing so, the supplier shall have the right to make a maximum of two attempts at subsequent fulfilment within a reasonable period of time. If after our notification of defects the supplier is apparently not willing or not able to carry out subsequent fulfilment as quickly as is necessary to avoid disproportionately large losses, we shall have the right to rectify the defects ourselves or have them rectified by third parties, to make covering purchases and to demand reimbursement of the necessary costs and expenses. If, on the expiry of a reasonable deadline set by us in writing, the supplier has not rectified the defect or the defect rectification has finally been unsuccessful, we shall also be entitled to reduce the purchase price, to withdraw from the purchase contract or to demand reimbursement of expenditures and / or to claim for damages.

11. Quality Assurance, Product Reliability

Before delivery the supplier shall inform us in due time of changes to production processes, materials or bought-in parts for the delivery objects, relocation pf production sites, also changes in the processes and / or facilities for the inspection and testing of the delivery objects or of other actions which could have an effect on the quality and / or reliability of the delivery objects. Changes to the stipulated specifications shall not be undertaken without agreement.
All changes to the delivery documents and product-relevant changes in the process chain shall be recorded in a product history. To be recorded here are, amongst other things, drawing revisions, deviation approvals, process changes, changes to the inspection and test methods and frequencies, changes of suppliers, bought-in parts and operating materials. The product history documentation shall be made available to us upon our request.

12. Product Liability, Product Recall

In the event that claims with respect to product liability are made against us by customers or third parties, the supplier shall be obligated to indemnify us from and against all such claims only if and insofar as the damages have been caused by a defect in the delivery object. In this case the supplier shall bear all costs and expenses including legal costs and expenses.
If a safety-related defect makes product recall of the delivery object(s) necessary or this is ordered by the authorities, then the supplier likewise shall bear all the costs and expenses of the recall action. Insofar as is possible and reasonable, we shall agree the content and scope of such a recall with the supplier. In particular, we shall then be entitled to take action in the interest of the supplier when the supplier is not equipped in his business operations to carry out such a recall action (for example, lack of a service organization). In all other respects the statutory provisions shall be applicable.

13. Substances in Products

The supplier warrants that he complies with the requirements of the EU (EC) Directive No. 1907/2006 (REACH) – hereinafter called REACH Directive - in its current valid version, and in particular that the registration of the substances has taken place. We shall not be obligated, within the scope of the REACH Directive, to obtain an approval for a delivery object supplied by the supplier.
The supplier warrants that the statutory regulations and directives in this regard shall be complied with.
Furthermore, the delivery objects shall not contain asbestos, biocides or radioactive materials.
Should any of these substances be contained in the delivery objects it shall be disclosed to us in writing before delivery, specifying the substance and the identification number (for example, CAS) and with a current safety data sheet. The delivery of these delivery objects requires our separate approval.
The supplier shall indemnify us against any and all liabilities in connection with the non-compliance with the Directives named above and / or indemnify us against any and all claims for damages imposed on or incurred by us through the non-compliance of the supplier with the Directives and / or which are associated with it.

14. Property Rights

The supplier warrants that there are no infringements of the property rights of third parties in connection with his deliveries. In the event that claims are made against us because of such infringements, the supplier shall indemnify us against any and all claims and shall bear all costs and expenses associated with the claims asserted against us.

15. Rights to Documents, Models, etc.

Documents, data, data processing information, software, materials, type-related tooling or jigs and fixtures and items (for example, patterns, models) – hereinafter called "material" - made available by us to the supplier for the execution of an order shall remain our property and shall be handled carefully, be maintained and be insured at our request. All rights thereto, with the exception of the order-related shared use rights, shall belong solely to us. Without our written approval, the material shall neither be used nor duplicated for purposes other than the order-related purposes nor made accessible to third parties. Products produced with the aid of the material in accordance with our specifications or with significant participation in development shall only be supplied to third parties with our written permission.
If especially for the purpose of the execution of our order, the supplier acquires such material from us or third parties with the proviso that we are financing the investment and / or there is an option in accordance with which we can or must buy the material at the latest following the completion of the order, the provisions in Section 1, sentences 3 and 4 shall apply accordingly. The same shall apply when the material is the property of the supplier but in which material, or in which products to be manufactured with the aid of the material, our know-how is included or embodied.

16. Confidentiality

The supplier shall be obligated to treat all information received including our orders and the information about the material made available by us (see Clause 15) within the scope of our business relationship in the strictest confidence and not to disclose it or make it accessible to third parties without our written approval. The supplier shall only pass on the confidential information to his own employees when and insofar as this is necessary for the carrying out of their duties within the scope of our business relationship. The obligation to confidentiality shall continue even after the conclusion of the business relationship. Further agreements concerning confidentiality shall be regulated in separate agreements as and when required.

17. Data Protection

The supplier shall agree that within the scope of our business relationship we save the necessary supplier’s data and the contracts concluded with him via EDP and only use them for our own purposes within our group-affiliated companies. Further agreements concerning data protection shall be regulated in separate agreements as and when required.

18. External Company Management

The supplier shall be obligated to comply with all our provisions and instructions in relation to occupational health and safety, environmental protection, accessing and driving on company premises, identification requirements and similar, which we make available or issue to him for that location when working at one of our locations. The supplier shall actively inform himself about existing regulations for external companies. Relevant information sheets are available at the entrance to the factory premises.

19. Severability Clause

In the event of the invalidity of one of the provisions of these general conditions of purchase the validity of the remaining provisions shall not be affected. Should a provision prove itself to be ineffective or unworkable, then it shall be replaced by a new effective provision which corresponds as closely as possible to the legal and commercial intent of the ineffective and unworkable provision.

20. Applicable Law

The applicable law shall be that of the domicile of the registered offices of our ordering company to the exclusion of the law on the conflict of laws and The Hague Uniform Laws of Purchase, the UN Convention on the International Sale of Goods (CISG) and other conventions, unless there exists a different contractual framework agreement.

21. Jurisdiction and Place of Fulfilment

The place of jurisdiction and fulfilment shall be the registered offices of our ordering company unless there exists a different contractual framework agreement.

Annex: Country-specific Regulations - Germany

1. Duties of Inspection and Complaint

We shall be entitled to inspect the delivery objects in accordance with recognized sampling procedures in the ordinary course of business. The supplier shall forego objections to late notification of defects when the defects discovered in the stated process are made known to him immediately and / or non-detected defects immediately after their discovery.

2. Obligations to Pay the Minimum Wage

For orders for services and work within Germany the supplier shall be obligated to comply with the provisions of the Minimum Wage Law ("Gesetz zur Regelung des allgemeinen Mindestlohns") dated 11th of August 2014 in its actual valid version.
The supplier shall provide us with information about sub-contractors and employment agencies commissioned by him for the carrying out of the orders. For the carrying out of the orders the supplier shall not commission sub-contractors or employment agencies about which he has not convinced himself, in compliance with due diligence, of their observance of the Minimum Wage Law. Other sub-contractors and employment agencies – even in a sub-contractor chain - are not permitted. The supplier warrants that in the event of an official inspection he will make available immediately all necessary evidence of the compliance with the Minimum Wage Law by him and his sub-contractors and employment agencies – even in a sub-contractor chain.
In the event of a breach of the obligations mentioned in the above paragraph we shall be entitled to an extraordinary right of termination.
Insofar as claims are made against us for payment in accordance with § 13 MiLoG (minimum wage law) in conjunction with § 14 AEntG (law concerning the posting of employees) by employees of the supplier or by employees of the sub-contractors or employment agencies commissioned by him for the execution of our contracts, in the event of a breach of the provisions of the Minimum Wage Law or in the event of a breach of the obligations in accordance with § 1, the supplier shall be obligated to indemnify us against such claims within the scope regulated in § 14. There shall also be a supplier’s obligation to indemnify us if and insofar as such a breach of the provisions of the Minimum Wage Law or of the obligations in accordance with § 1 causes claims for damages to be asserted against us in any other way.