Purchasing Conditions
1. General Remarks
These conditions shall become an integral part of each purchase order. Deviations shall only be valid if agreed by Baerlocher GmbH in writing.
2. Offer
2.1 Offers are free of charge and shall not lead to any obligations on the part of Baerlocher.
2.2 The supplier must tailor the offer according to the inquiry. If such exists, the supplier will also offer a technically or economically more favourable solution.
3. Order
Only written orders and order modifications issued by the Baerlocher purchasing department shall be binding. Oral agreements require mutual written confirmation.
4. Lead Time
4.1 The supplier has to abide by the agreed lead time.
4.2 As soon as the supplier realizes that he cannot fully or partially fulfil his contractual commitments within the time ordered he has to promptly notify Baerlocher in writing about this fact indicating the reasons and the expected duration of the delay.
4.3 The supplier is obliged to request – in due time – all documents from Baerlocher necessary to carry out the order.
5. Prices
5.1 The agreed prices are firm prices and are to be understood net including packaging, insurance, import duties and other costs.
5.2 The VAT is to be indicated separately on offer and invoice.
6. Audits / Inspections
6.1 Baerlocher has the right to conduct audits / inspections in the producing plant. In this regard the supplier will bear his expenses and personnel costs; Baerlocher will bear its own costs.
6.2 When audits / inspections are agreed upon the supplier will indicate his readiness for audit / inspection at least one week in advance and will agree on an audit date with Baerlocher. In case the subject to be audited is not ready for the audit on that date the supplier will be responsible for Baerlocher’s costs.
If defects make repeated or further audits necessary the supplier will be responsible for all expenses.
6.3 The supplier is responsible for the expenses and personnel costs incurred for the testing of his raw materials used.
6.4 The audits do not affect the supplier’s warranty.
6.5 Material and test certificates form part of the delivery and must be available at the time of delivery.
7. Warranty
7.1 The supplier guarantees that the goods delivered are free of defects.
7.2 The warranty period is 24 months after receipt of the goods. This period will be extended - in each case – by the time span between claim of defect and defect rectification. The afore-mentioned warranty conditions equally apply to parts delivered after the main delivery and to new parts with validity as of the date of rectification of the defect.
7.3 The supplier’s warranty also covers parts and services from its sub- contractors.
7.4 In cases where supplier’s warranty applies Baerlocher –at its sole discretion- has the right to claim for:
a) Rectification (fulfilment)
b) Return of the delivered goods (withdrawal)
c) A price rebate (reduction)
While processing a warranty incident the supplier has to fully consider Baerlocher’s requirements. The supplier shall be responsible for any and all costs that Baerlocher incurs, especially, but not limited to replacement costs (removal, installation, transport, repair shop costs etc.).
7.5 In the case of Baerlocher being held liable by third parties for indirect damages - despite the liability limitations indicated in its general conditions of sale and delivery - the supplier will be held fully liable.
8. Withdrawal / Indemnification / Compensation
8.1 Baerlocher has the right to withdraw from the contract if the supplier fails to meet the appropriate extended time period to deliver the goods or to fully process the warranty incident; Baerlocher has the right to also claim indemnification for non-fulfilment of contract. Instead of indemnification Baerlocher can choose to demand compensation for wasted expenses.
8.2 An agreed contract penalty shall remain unaffected by the execution of any of Baerlocher’s rights in accordance with lit. 7.4, 7.5 and 8.1 above.
9. Insurance
The supplier shall – at his own cost – contract and maintain sufficient liability insurance to cover damages caused by goods delivered, by his officers, employees and agents or by his sub-contractors. Upon request Baerlocher must be provided with proof of the extent and amount of coverage per damage incident.
Contracting and providing proof of liability insurance shall not limit the scope of supplier’s liability by law or contract.
10. Proof of Origin, Export Control
10.1 Any and all orders apply exclusively to products that are goods of origin according to the Preference Agreements of the European Community. Latest with delivery the supplier must provide the required proofs of preference (long-term or individual suppliers declaration with specification of origin, declaration of origin on the invoice: UE (declaration of origin respectively EUR-MED, Certificate of Circulation: EUR 1 respectively EUR-MED, certificate of origin Form A). Upon request the supplier is also required to prove the indicated origin in the afore-mentioned sense by way of submitting information sheets INF 4 confirmed by the competent customs office. As far as these proofs indicate general information on origin such as “European Community” it is required to also prove national origin (e.g. “The Netherlands”)
10.2 In case the supplier – during the validity of his long-term supplier’s declaration – deviates from his declaration with any individual delivery he shall be obliged to – in addition to indicating this change on his invoice – notify the competent customs / international trade department accordingly (double notification requirement).
In this context we draw attention to the fact that those of suppliers declarations containing a disclaimer have been inadmissible since June 2004 and are not accepted by us because they are not covered by the rules in decree 1207/2001EC.
In this context disclaimer is to be understood as any addition to the binding text of the supplier’s declaration that would limit the statement of the declaration by making reference to later individual documents (delivery notes, invoices or similar documents) and to labelling or identification contained or not contained therein.
10.3 Delivery of goods that are not goods of origin according to EC preference agreements requires our prior written approval.
10.4 In addition to the obligations of afore-mentioned sections 10.1 and 10.3 the supplier is required – for any and all goods to be delivered – to submit certificates (certificate of origin, long-term and individual supplier’s declaration without specification of origin, addition in the declaration of origin on the invoice) that indicate the non-preferential origin of the goods. In case these certificates contain general indications of origin such as “European Community” the national origin, e.g. “Kingdom of the Netherlands (European Community)” needs to be indicated.
10.5 All proof of origin must be submitted without special request (together latest with the delivery) and on supplier’s account.
10.6 The supplier is obliged – upon receipt of our order – to explicitly notify us in writing in a separate letter, as well as in the appropriate business documents, in case permit requirements apply pursuant to the German Foreign Trade Act (AWG), the Weapons of War Control Act (KrWaffKontrG) or the Implementation Act to the Chemical Weapons Agreement (CWÜAG). In addition notification is required – with indication of the applicable inventory item – whether the goods are listed in the EC Dual-Use Regulation including attachments I through IV (VO EC No. 1334/2000) or in the export list part 1, section A and C of the Foreign Trade Regulation. Furthermore information is required whether the goods or their components (with indication of the value percentage in the goods to be delivered) appear on the U.S. Commerce Control List CCL (indicating the specific Export Control Classification Number ECCN) or otherwise are subject to the U.S. Export Administration Regulations EAR (Classification EAR99). The relevant business documents include especially purchase contracts, order confirmations, delivery notes, packing lists, pro-forma invoices, invoices, dispatch advice notes and others.
11. Documents, Confidentiality
11.1 The supplier has to submit to Baerlocher in due time the desired designs, calculations etc. as well as the agreed construction blue-prints and to hand these documents over – revised if necessary - free of charge and in as many copies as requested.
11.2 All information and documents given to the supplier by Baerlocher in order to provide for a quotation or for a draft or for production as well as the documents developed by the supplier following detailed information provided by Baerlocher remain the sole property of Baerlocher and may not be used by the supplier for other purposes, be copied or made available to third parties. Upon Baerlocher’s request all these documents with their transcripts and copies must be handed over to Baerlocher without delay.
In case no order is placed the supplier must return all documents to Baerlocher without delay and without requirement for specific request.
11.3 The supplier has to consider inquiry, order, delivery or service as Baerlocher’s business secrets and to treat them with utmost confidentiality.
12. Rules Regarding Dispatch
12.1 All deliveries must be accompanied by delivery note and packing list. All dispatch documents and the exterior packaging have to include order number and complete information on delivery or unloading address, goods recipient and place of installation.
12.2 In the absence of specific agreements the supplier is responsible for arranging dispatch and to choose for it the least expensive and most appropriate form of transport.
12.3 The supplier must package, label and dispatch hazardous products in accordance with the relevant national and international regulations.
12.4 On the day of dispatch and independently of the mode of transport the supplier has to send Baerlocher a dispatch note. In the case of dispatch by ship the supplier has to give notice of the names of shipping line and vessel.
13. Invoice / Payment
13.1 Invoices must follow the purchase order as far as order of positions and prices with corresponding position numbers are concerned.
13.2 Term for payment starts with receipt of the invoice. Payment will be made subject to confirmed correctness of delivery or service.
13.3 Payment does not represent recognition of conditions and prices and is not to be considered as a waiver of supplier’s warranty.
13.4 Payments by Baerlocher will be made according to the corresponding purchase order.
14. Weight
The weight indicated in the offer has to be adhered to with a tolerance of +/- 5 %. In case no railway agency weighing was carried out for a fixed-weight purchase of goods the supplier will arrange for an equivalent weighing.
15. Origin of Goods
The delivered goods must meet the rules of origin of the EC Preference Agreements as long as the order confirmation contains no statement to the contrary.
16. Protective Rights
The supplier shall assure for the non-infringement of third-party protective rights that might be caused by the delivery and/or use of the goods and shall hold Baerlocher free and harmless of all claims. The supplier shall bear licence fees or any costs related to the avoidance of infringement of third party protective-rights<span style="font-weight: bold;">.</span>
17. Publicity
Only with Baerlocher’s prior written approval supplier is allowed to make reference to the existing business relationship.
18. Assignment
Supplier may assign his contractual obligations to third parties only with Baerlocher’s prior written approval.
19. Incoterms
The Incoterms (latest version) are considered part of the contract. Clauses widely used in the industry are to be interpreted in accordance with the Incoterms (latest version).
20. Applicable Law, Court of Jurisdiction
20.1 The contract relationship is subject to the laws of the Federal Republic of Germany without consideration to its conflict of law provisions.
20.2 Court of jurisdiction shall be in Munich. However, Baerlocher reserves the right to also file suit or other judicial proceedings in the supplier’s general place of jurisdiction.
Revision: 01/2011
Corporate registered office: 85716 Unterschleissheim, Federal Republic of Germany, registered at the District Court (Amtsgericht) Munich, file no. HRB 220
