SMB Industrieanlagenbau GmbH. General Purchasing Terms and Conditions for Supplies and Services (AEBs)

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1 SMB Industrieanlagenbau GmbH. General Purchasing Terms and Conditions for Supplies and Services (AEBs) 1 General, Scope 1.1 The following AEBs form an essential component of valid orders by SMB Stahlund Maschinenbau having its legal domicile at Gewerbepark 25, A-8075 Hart near Graz (and referred to after this as the Purchaser) for supplies and services (referred to jointly as Performances). They apply to all legal transactions with companies that provide Performances to SMB Stahl- und Maschinenbau. Such companies are referred to after this as the Contractor(s). 1.2 Through its unresisting acceptance of these AEBs the Contractor declares its agreement to their exclusive application for the order concerned and for any possible follow-up business transactions. If particular agreements deviating from these AEBs are reached for a specific order, then the latter apply secondarily and by way of amplification. 1.3 The authority of Contractors General Terms and Conditions of Business that deviate is herewith contradicted even if they are conveyed to the Purchaser in a letter or document of confirmation or in some other way. The Contractor agrees that the starting point must be these present conditions, even in the event of its using its own General Terms and Conditions of Business and those conditions remaining uncontradicted. The Purchaser s actions in fulfilling the contract do not mean, in this respect, that it consents to agreements that deviate from these conditions. 2 Confirming letters/documents, ancillary agreements, inadmissible sales promotion 2.1 Each order must be confirmed in writing promptly by means of attaching a reciprocating letter, otherwise the former shall count as accepted in its entirety. The Purchaser s orders are valid only if an order number is detailed on them. 1

2 2.2 Oral ancillary agreements and any exclusion from, change to and/or amplification of these AEBs must have the Purchaser s explicit written confirmation for them/it to be valid. The requirement for written form may only be waived in writing. 2.3 The Purchaser reserves the right to withdraw from the order wholly or partially if, prior to its fulfilment, the Contractor becomes involved in insolvency proceedings or in the event of an application for insolvency proceedings against it being rejected for lack of assets to cover their costs. The Purchaser may, moreover, withdraw from the order at any time without specifying its reasons for doing so. In that case only the Contractor s actual costs, which it must prove, have to be reimbursed without any lost profit being charged. The provisions under 1168 of the Austrian Civil Code in this respect are contracted out. 2.4 The use of orders for the purposes of references and/or sales promotion requires the Purchaser s prior consent. 3 Drawings, models, tools, confidentiality 3.1 The Purchaser reserves its rights of ownership and/or of copyright and/or any other industrial property rights in all illustrations, drawings, models, specimens, computations, construction plans and other documents, and also in any tools that it makes available or has bought for the execution of the order. The documents must only be used for works undertaken to complete the order, and must not be duplicated without the Purchaser s explicit written consent or made accessible to third parties. After the order has been completed they must either be given back to the Purchaser free of charge and without the latter have to request their return or, after consultation with the Purchaser, be destroyed. The Contractor is liable to the Purchaser for all damage that arises as a result of any culpable non-compliance in this respect. 3.2 The Contractor will keep all technical and commercial information that it has obtained in the course of the business relationship with the Purchaser secret as far as third parties are concerned, even beyond the end of that relationship, unless disclosure of the information is necessary in order to process the order. 2

3 4 Responsibility for technical details The Purchaser s approval of drawings, computations and other documentation does not affect the Contract s sole responsibility with respect to its Performance. The same applies to suggestions, recommendations and other forms of co-operation put forward by the Purchaser. The Contractor must have documents, instructions and materials made available checked by a testing engineer in every respect without making a separate charge for doing so - or it must itself check them in a comparable manner and warn in writing, in good time, of any errors. If in doubt defects in plans and instructions, and faults in materials made available, are assumed to be obvious to the Contractor. 5 Inspections Following prior announcement in good time the Purchaser and/or its employees and/or third parties it has nominated shall have access, at any time, to the Contractor s manufacturing premises and/or those of its subcontractors in order to check, among other things, on manufacturing progress, on the use of appropriate material, on the deployment of the necessary personnel, and on the expert execution of the Performance it has ordered. Such inspections shall be made without any legal effect in respect of any possible acceptance. An inspection does not take the place of an acceptance, nor does it limit in any way at all the Contractor s sole responsibility with respect to its Performances, and in particular no objection of contributory negligence on the part of the Purchaser may be derived from an inspection. 6 The Contractor s personnel 6.1 When providing the Purchaser with assembly services the Contractor undertakes to deploy exclusively appropriately qualified personnel with valid residence and work permits, and assumes complete responsibility for compliance with whatever safety requirements are applicable. The Purchaser may at any time reject personnel who do not match up to these requirements. All costs arising from such situations are borne by the Contractor. 3

4 6.2 The Contractor undertakes, furthermore, to remunerate the employees deployed in accordance with the employment law provisions for the time being in force, and properly to calculate, withhold and deduct the taxes, charges and social security contributions associated with them. It shall indemnify the Purchaser in respect of any recourse based on improper remuneration and/or defective calculation, withholding or deduction of taxes, charges or social security contributions completely, and ensure that no action in such respects is brought against the Purchaser. 6.3 The Contractor consents to the processing of data relating to persons for the purposes of processing orders, and also undertakes to procure the same consent from its service providers and subcontractors. 7 Replacement of parts, follow-up deliveries The Contractor promises that replacement parts are available for each order for a period of at least 10 years after the end of the guarantee period. It is obliged to make follow-up deliveries on the same conditions for two years, and at appropriately increased prices (each of which must be individually evidenced) for the following eight years. 8 Packaging, despatch, supply of hazardous goods 8.1 Delivery must be made in proper packaging in accordance with the despatch requirements detailed in the order. 8.2 It is up to the Contractor to check, prior to accepting the order, whether the items specified in the order and/or their components are classified as hazardous goods (for instance in terms of colours, adhesive materials, chemicals or in terms of being inflammable, oxidising, explosive, combustible, poisonous, radioactive, caustic goods or goods inclined to self-heating) in their country of origin, their destination country, and in all countries through which they are to pass. The Contractor must inform the Purchaser immediately and comprehensively in such cases. It must send the Purchaser the legally binding declarations neces- 4

5 sary under statutory requirements for their despatch correctly filled out, and signed with legal force, at the time of its written order confirmation if not earlier. 8.3 The Contractor is obliged to heed the applicable national and international requirements concerned when packing, marking and declaring hazardous goods. If the recipient country has been specified in the order, then any possible deviating or additional national requirements of that country must be observed. 8.4 The Contractor is responsible for all damage that occurs as a consequence of incorrect details in legally binding declarations, or that occurs because existing requirements on handling (packaging, despatch, warehousing and so on) were not heeded. 8.5 The Contractor will take back packaging material for the Purchaser free of charge. 9 Prices, pricing, payment conditions, delay 9.1 The contract prices agreed are legally binding. They are exclusive of Value Added Tax required by law. 9.2 Unless something else has been agreed in writing, prices are DDP (location specified) under INCOTERMS Payment is made either within 14 days with 3% cash discount, or within 30 days with 2% cash discount, or within 60 days net following proper fulfilment of contract and receipt of invoice. Payment is by bank transfer or check, with the Contractor having to bear any possible charges arising in the course of payment transactions. 9.4 In the event of agreed partial payments the date of receiving the invoice including all agreed attachments is definitive for the beginning of the time allowed, providing the fulfilment of specific deliveries/ the provision of specific services/ or the lodging of sureties have not be agreed as preconditions. 5

6 9.5 Invoices for Performances that the Purchaser has, for the purpose of the Contractor s knowledge, promised to a third party only become due for payment if and to the extent that the Purchaser has received payment for the Performances or parts thereof from the third party. If the Purchaser has provided the third party with surety against possible defects, this applies only if the Contractor provides the Purchaser with surety at a corresponding level. 9.6 Partial payments, for instance, do not release the Contractor from its obligation to list and charge all its Performances in a detailed final invoice. 9.7 Default on payment only arises after payment is due on the basis of a specific reminder having been sent. 9.8 The Purchaser shall not be in default on payment if it has made an honest mistake regarding the state of any objection raised against the Contractor s claims for remuneration or the state of a right of retention that has been asserted. 9.9 If the Purchaser s default on payment is caused by simple negligence, interest on arrears is limited to 3 (three) percentage points above the basic rate of interest ( 1333(2) of the Austrian Civil Code), even if the Contractor demonstrates that some higher loss may have arisen for it as a consequence of the delay The Purchaser s payments in no case signify recognition of proper and perfect Performance in the form of acceptance. 10 Setting off, right of retention, intra-group settlement 10.1 The Purchaser is entitled to rights of setting off and retention to the extent that these are laid down by law The Purchaser is also entitled to rights of setting off and of retention on account of such claims as it has against companies associated with the Contractor within the meaning of 15 of the Austrian Stock Corporation Law Disputes over the level of remuneration to be paid to the Contractor do not entitle it to discontinue its Performances wholly, partially or even just temporarily. 6

7 In the case of defective Performance the Purchaser has the right to withhold payment proportionately in terms of value until that Performance has been properly fulfilled. 11 Delivery time 11.1 The time allowed for delivery begins with the date of the Purchaser s written order, with the delivery time detailed in the order being legally binding. If no delivery time is preset in the order, then delivery must take place within one week. The Purchaser may at any time suspend the delivery date by up to three months without claims for additional costs arising on the Contractor s side. Premature deliveries and/or part deliveries require the Purchaser s explicit written consent The Contractor is obliged to inform the Purchaser immediately, and in writing, in the case of circumstances arising or becoming discernible entailing that the delivery time may not be complied with Rights in the case of deadlines being missed For each deadline missed the Purchaser has the right to demand 1% of the contract price per calendar day by which the deadline is missed, but at least 1,000 (flat-rate reimbursement of arrangement costs) as a contract penalty in addition to fulfilment. In so far as it lies above a value of 1,000 the level of the contract penalty is limited in total to 15% of the total contract price. The assertion of claims on account of delay going beyond this (including the right to withdraw and/or the right to compensation in damages in lieu of Performance) is not thereby excluded. The Purchaser s right to claim the contract penalty remains in existence even up to the time of final accounting, even if it has not reserved the right to do so at the time of acceptance of the Performance. The right to have such matters moderated in court is ruled out. If the delay leads to any production failure or stoppage, or to some impairment of the Purchaser s operations or to those of its customers, then the Contractor must reimburse all the penalties and losses resulting therefrom. 7

8 Otherwise and irrespective of its other rights the Purchaser may, after the expiry of an appropriate period of grace set by it or, if the Performance concerned is no longer of interest to it as a consequence of the delay or if there is danger in the delay or in order to avoid further loss or in the case of urgent necessity, without having set any period of grace, have the Performance as yet unperformed by the Contractor executed by a third party at the Contractor s expense, or withdraw from the contract and claim compensation in damages In each case of any substitute Performance by the Purchaser the Contractor will procure for the former, at the latter s cost, all the information necessary for this and hand over documentation in the latter s possession, and either make sure that the appropriate rights of use in the case of any existing rights of its own or third party industrial property rights are available to the extent necessary for the substitute performance, and/or immediately indemnify the Purchaser from third party claims arising from such rights. Any claim for payment of contract penalty that has already arisen must in any case be met until such time as the Purchaser withdraws from the contract or places the order on the third party. 12 Assignment of claims / Retention of ownership Claims on the Purchaser may only be assigned with its prior written consent. The Contractor may only deliver goods that are in its own, unrestricted ownership. 13 Passage of risk The Contractor bears the risk in accordance with the delivery conditions that have been agreed with it under clause

9 14 Documentation 14.1 The Contractor s Performance only counts as having been completely fulfilled when all necessary plans, drawings, certificates and other documents agreed in the order have been delivered. Such documentation must be supplied both in hard copy and electronically by means of data carriers The Contractor is obliged to detail the Purchaser s order number and consignment number on all shipping documents and/or delivery notes and invoices, along with the contractually agreed product labelling, failing which the Contractor alone must bear any possible consequences (such as further delays, additional costs). 15 Guarantee, complaints about defects, recourse 15.1 The Contractor guarantees that, at the time of the order, its Performances comply with the acknowledged regulations and the latest technology and with the existing requirements and standards both in its home country and in the destination country. It also guarantees that they have the properties that were agreed, and comply with the relevant requirements in terms of safety, protection of employment and prevention of accidents, have the characteristics that were guaranteed and are otherwise free of practical defects and of third party rights. To the extent that no tolerances are specified, one class better than would normally be laid down for the trading situation concerned shall count as having been agreed The Purchaser has no duty to complain about the Performance under 377 of the Austrian Commercial Code. It is assumed during the first 3 years after delivery that the defect was already in existence at the time of delivery. 9

10 15.3 The Purchaser is entitled to the statutory guarantee claims including the rights arising from 933b of the Austrian Civil Code (Recourse by the company) without limitations In every case the Purchaser may, at its option, demand of the Contractor defect elimination or replacement delivery; the Contractor bears all the expenses necessary for the purpose of eliminating defects or of providing replacement delivery, including any possible makeshift repairs The Purchaser also has the right, following notification to the Contractor, to undertake defect elimination at the latter s cost, in the event of danger lying in delay, or if there is especially urgent necessity, or if an appropriate period of grace already given to the Contractor has expired fruitlessly, or if subsequent rectification has failed, or if such action appears indicated for the purposes of minimising damage The Purchaser may demand advance payment by the Contractor of its necessary expenditure occasioned thereby In so far as the Purchaser has the right under clause 15.5 above to eliminate defects itself, clause applies in respect of the Contractor s obligations All costs arising in connection with the elimination of defects, especially for production downtime, speeding up operations, consequential damage and damage to property, dismantling, assembly, travel, freight, packaging, insurance, customs duties and other public charges, tests and technical acceptances must be borne by the Contractor Unless something else has been agreed in writing, the Purchaser s claims on account of guarantee shall be barred by time after 36 months, calculated from the operator s acceptance of the plant. If the Performance is destined for a building and if it has caused that building to be defective, then the period of limitation shall be 5 years. Longer, statutory periods of limitation remain unaffected. 10

11 15.10 To the extent that and for as long as Performances cannot be used in accordance with the contract as a result of rectification works undertaken by the Contractor, the period of guarantee for those Performances is extended by the duration of such interruption. For Performances repaired under guarantee and/or replaced, the period of limitation begins all over again with acceptance of the repair and/or of the replacement Performance, but not for longer than five years, and in the case of building work not for longer than seven years following the passage of risk If damage from defects, from the consequences of defects or from concomitant damage leads to production stoppages, breakdowns, impairments or diminution of performance or mere damage to the Purchaser s property and/or to that of its customers, then these must be compensated for by the Contractor, even if the type and extent of the damage was not, in practicable terms, foreseeable. 16 Product liability, indemnification, insurance cover 16.1 In so far as the Contractor is responsible for a product fault or the infringement of statutory/official safety requirements, it must indemnify the Purchaser from any possible third party claims for compensation in damages on the first written request to do so. The Purchaser has claim for reimbursement of all expenses that it has, especially in connection with recall operations that it has embarked upon because of such fault(s). The Purchaser will advise the Contractor in advance of the manner and extent of recall operations, in so far as it is possible and reasonable to do so. Statutory claims going beyond that shall remain reserved The same applies in so far as product faults are attributed to the performances of upstream contractors or subcontractors to the Contractor The Contractor is obliged to keep itself sufficiently insured for product liability and on request to provide the Purchaser with written proof of that. 11

12 16.4 In the event of recourse under the law on product liability being embarked upon, the Contractor must name the importer, producer or other main liable party within one week. 17 Liability for damage to the environment The Contractor is liable for all damage that arises in connection with its Performances as a result of contravening the provisions of the laws protecting the environment (such as the laws on protection from emissions, used oil and water management laws, the laws on the removal of waste, and/or ordinances pertaining to them). In this respect it must indemnify the Purchaser from all possible third party claims for compensation in damages on the first written request to do so. Over and above that it must be responsible for whatever damage and operational shortfall may have arisen for the Purchaser. 18 Industrial property rights The Contractor is responsible for ensuring that no third party rights are infringed in connection with the execution of orders. In the event of possible recourse by third parties the Contractor must indemnify the Purchaser against all such claims on the latter s first written request to do so. The duty to indemnify refers to all expenses that necessarily arise for the Purchaser from or in connection with such recourse. 19 Miscellaneous 19.1 Contracting out For the purpose of exercising rights of retention vis-à-vis its subcontractors the Contractor must have the Purchaser s prior written consent. For the purpose of avoiding the exercise of rights of retention on the part of the Contractor s downstream contractors, the Purchaser has the right to make direct payments to them which, in so far as they concern the justified claims of the downstream contractor, apply in relation to the Contractor as payment in lieu of fulfilment. 12

13 In any case third parties, and particularly subcontractors of which the Contractor avails itself for the purposes of fulfilling its obligations arising from the order or which are otherwise involved by it in connection with its Performances, are the Contractor s vicarious agents. The Purchaser has the right, in cases of delay, to intervene in all the Contractor s contracts with its subcontractors Partial invalidity In the event of individual contract provision(s) being invalid, the validity of the other contract provisions remains unaffected. The contracting parties commit themselves to replacing the invalid contract provision(s) immediately, in the form of a supplementary agreement, with whatever understanding comes closest to meeting the economic outcome of the invalid contract provision(s). 20 Place of fulfilment The place of fulfilment for the Contractor s Performance is the agreed place of use, and for the Purchaser s payments is Graz. 20 Place of jurisdiction, applicable law 20.1 If the Contractor is classified as a fully qualified merchant under the Austrian Commercial Code, or a legal entity or special fund under public law the relevant competent court in Graz is the place of jurisdiction for all types of proceedings. The Purchaser may also bring an action against the Contractor within the latter s general place of jurisdiction Definitive Austrian law applies without exception to the legal relationships between Austrian contracting parties; the use of the UN law on purchasing is herewith ruled out. 13

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