These Terms and Conditions of Purchase shall apply to all orders, including future orders for deliveries and services ("Goods") placed by RHENUS with suppliers. Any terms and conditions of the supplier that conflict with or deviate from these Terms and Conditions of Purchase shall not be recognised unless otherwise stipulated in these Terms and Conditions of Purchase or in the contract with the supplier. Any acceptance of deliveries, services or payments shall not signify recognition of the supplier's General Terms and Conditions of Business. If RHENUS accepts the Goods without an express objection, in no event can RHENUS be deemed to have recognised the supplier's terms and conditions.
If the supplier's order confirmation deviates from the order, RHENUS shall only be bound if RHENUS has agreed to the deviation in writing. Any amendments or supplements to the order by the supplier shall be effective only if they have been confirmed in writing by RHENUS. The acceptance of deliveries or services that deviate from the order shall not signify approval of the deviations.
RHENUS may revoke an order free of charge as long as the supplier has not confirmed it in writing (order confirmation).
Incoterms in their valid version shall be decisive for the interpretation of trade clauses.
Insofar as order quantities and delivery dates are specified in delivery call-offs, the following provisions shall apply:
The supplier must ensure the necessary capacities to be able to fulfil the quantities, including forecast quantities from delivery call-offs. The purchaser's obligation to accept delivery call-offs shall be limited to four (4) weeks of production release and four (4) weeks of material release based on the last delivery call-off. Quantities exceeding these release periods are forecast quantities. Delivery call-offs are also subject to the provisions of the delivery contract.
3. Delivery time, delay
The delivery time stated in the order (delivery date or period) shall be binding. The timeliness of deliveries depend on the receipt at the receiving location specified by RHENUS; the timeliness of services shall depend on acceptance. Early deliveries are only permitted with the written consent of RHENUS.
RHENUS must be informed immediately in the event of a recognisable delay in delivery or performance. At the same time, the supplier shall propose suitable countermeasures to avert the consequences. The acceptance of a delayed delivery or service shall not constitute a waiver of claims for damages or other claims by RHENUS.
If the day on which the delivery is to take place at the latest can be determined according to the calendar, the supplier shall be in default at the end of such day without RHENUS having to issue a reminder.
In the event of a delay in delivery, RHENUS shall be entitled, without limitation, to the statutory claims, including the right to withdraw from the contract and a claim for damages in lieu of performance after the expiration without success of a reasonable grace period. RHENUS's claim to delivery shall only be barred if the supplier has paid damages.
RHENUS shall be entitled to demand a contractual penalty of 0.3% of the order value for each working day of delay in delivery, up to a total contractual penalty of a maximum of 5% of the order value. In the event of delay of an interim deadline, the amount of the contractual penalty shall relate to a maximum of 5% of the order value of the services to be rendered up to the interim deadline. The total amount of all contractual penalties arising from the contract shall be limited to 5% of the order value of the entire contract. The contractual penalty is to be set off against the damages caused by delay to be compensated by the supplier. RHENUS may assert the contractual penalty up to the final payment.
Partial and excess deliveries shall only be permitted with RHENUS's written consent.
4. Transfer of risk, shipment, ownership
For deliveries with installation and assembly and for services, the risk shall pass upon acceptance; for deliveries without installation or assembly, the risk shall pass upon receipt of the delivery at the receiving location specified by RHENUS.
If nothing to the contrary has been agreed in the order or in the contract, deliveries shall be made as follows: DAP (Incoterms 2010). The place of destination shall arise from the supply agreement concluded between RHENUS and the supplier.
RHENUS shall assume the costs of insurance for the Goods only if this has been expressly agreed in writing.
RHENUS objects to retention of title provisions and retention of title declarations of the supplier that go beyond simple retention of title.
The supplier shall bear packaging costs unless otherwise agreed in writing. If RHENUS bears the costs of packaging in an individual case, these shall be charged to us at the lowest price possible. The duties to take back the Goods shall be governed by the applicable packaging regulations.
Payments shall take place only after receipt of the completely defect-free delivery or completely defect-free service and after receipt of a proper invoice. Remuneration shall be provided for partial deliveries or partial services only after prior written agreement. An agreed right of the supplier to engage in a partial delivery or a partial service shall not suffice for this purpose. Any payment or advance payment shall not signify the recognition of the deliveries or services as being in accordance with the contract.
Payments shall take place by the 14th day of the month following the delivery with a deduction of a 3% discount or 60 days after delivery net. If the 14th day of a month designated above is a Saturday, Sunday or public holiday, payment shall be made on the next working day. Discounts may also be deducted if RHENUS engages in an offset or withholds a payment based on defects.
6. Changes in the supplier portfolio, spare parts
If the supplier intends to discontinue products or product parts, RHENUS must be informed of this immediately and without being requested to do so. The information must be provided to RHENUS at least 6 months prior to the discontinuation. In such a case, RHENUS shall be entitled to make a covering purchase with regard to the products concerned. The last price agreed between the parties shall be deemed to be the price for the products of the covering purchase. There is no limit to the quantity of products that can be purchased by RHENUS as part of the covering purchase.
Irrespective of the delivery period, the supplier shall be obligated to supply RHENUS with sufficient quantities of Goods at market prices for use as spare parts for a period of 15 years after the end of the delivery. The supplier must also guarantee the supply of spare parts during a series delivery; in such a case, the prices shall correspond to the last agreed series prices.
7. Warranty, recourse
If nothing to the contrary has been agreed, warranty claims shall be time-barred 3 years after the passage of risk.
If, due to the urgency of averting acute risks or avoiding major damages, it is not possible to set a deadline for subsequent performance for the supplier, RHENUS shall be entitled to carry out the subsequent performance itself or have it carried out by a third party at the expense of the supplier without setting a deadline.
In the event of subsequent performance by delivery of a defect-free item or new production of the work, the limitation period for claims for defects with regard to subsequent performance deliveries / services shall recommence with the passage of risk (Section 4.1), unless RHENUS had to assume, based on the conduct of the supplier, that the supplier did not view itself as obligated to take the measure, but made the replacement delivery or remedied the defect only as a gesture of goodwill or for similar reasons.
If RHENUS incurs costs as a result of the defective delivery / service, in particular transport, travel, labour, material costs or costs for an incoming goods inspection exceeding the usual scope, the supplier shall also bear such costs.
The supplier hereby assigns to RHENUS - as conditional payment - all claims to which it is entitled against its suppliers on the occasion of and in connection with the delivery of defective Goods or services. It shall provide RHENUS with all documents required for the assertion of such claims.
RHENUS may also demand compensation from the supplier for expenses that RHENUS has to bear in relation to its customers if the defect already existed when the risk passed to RHENUS.
8. Product liability
The supplier shall be liable for all claims asserted by third parties due to personal injuries or property damages that are attributable to a defective product supplied by it, and shall be obligated to indemnify RHENUS from any resulting liability. If RHENUS is obligated to carry out a recall against third parties due to a defect in a product supplied by the supplier, the supplier shall bear all costs associated with the recall.
The supplier shall be obligated to maintain product liability insurance with sufficient coverage at its own expense. The supplier shall send RHENUS a copy of the liability policy at any time upon its request.
9. Substances in products / raw materials / materials / packaging
The supplier warrants that it shall comply with the requirements of the EU REACH Chemicals Regulation (Regulation (EC) No. 1907/2006 published on 30 December 2006) as amended - hereinafter referred to as REACH Regulation - and in particular that all substances have been registered in accordance with the SVHC List.
The supplier further warrants that it will not supply any products, including their packaging, that include substances in accordance with the following:
If the delivered Goods contain substances that are listed on the so-called "Candidate List of substances of very high concern" ("SVHC List") according to REACH, the supplier shall be obligated to inform us of this immediately. This also applies if, for current deliveries, substances not yet listed are included in such list. The current list can be viewed at http://echa.europa.eu/web/guest/candidate-list-table.
In addition, the products and their packaging must not contain asbestos, biocides or radioactive material. If these substances are contained in the products delivered to RHENUS, RHENUS must be informed in writing prior to their delivery, stating the substance and the identification number, and an up-to-date safety data sheet of the product to be delivered must be sent. The delivery of such products shall require a separate approval by RHENUS.
The supplier shall be obligated to indemnify RHENUS against any liability in connection with the supplier's non-compliance with the regulations set forth above or compensate RHENUS for any damages incurred by RHENUS as a result of or in connection with the supplier's non-compliance with such regulations.
10. Assignment, set-off, retention
The assignment of claims against RHENUS shall only be permissible with written consent.
RHENUS may only set off or exercise a right of retention against claims of RHENUS if such claims or rights are recognised, have been finally determined by a court of law or are ripe for decision.
RHENUS shall be entitled to offset all claims, of whatever nature, against all claims of the supplier and its companies, even if such claims are due at different dates.
11. Secrecy, industrial property rights
The supplier shall be obligated to keep secret and not to itself exploit all commercial and technical details related to the orders and commissions along with information concerning the business activities of RHENUS that are typically not accessible to third parties.
The supplier warrants that the delivery and use of the purchased items will not infringe the industrial property rights of third parties and shall indemnify RHENUS against all claims arising from any such infringement.
Without written consent, any tools, moulds, samples, models, profiles, drawings, print templates, gauges and the like provided by RHENUS, along with objects manufactured on the basis thereof, may not be reproduced, passed on to third parties or used for purposes other than the contractual purposes.
If the supplier does not have its registered office within the Federal Republic of Germany, RHENUS may also assert the law applicable at the supplier's registered office or the law of the place of the act.
The forms, samples, drawings, etc. designated above shall remain the property of RHENUS. They must be returned to RHENUS without any request to do so if an order is not placed or if an order placed has been settled.
12. Compliance, human rights, occupational safety and environmental protection
The supplier shall be obligated not to commit any actions or to refrain from any actions that could lead to criminal liability based on fraud or embezzlement, insolvency crimes, crimes against competition, granting of advantages or bribery of persons employed by the supplier or other third parties. The supplier shall be obligated to comply with all laws and regulations concerning it and the business relationship with RHENUS (compliance). Actions of persons working at or for the supplier shall be attributed to the supplier, to the extent that such persons work in the area of responsibility of the supplier.
The supplier shall be obligated to, in its surrounding area, work towards compliance with human rights and social standards in accordance with para. 3 and respect for the environment, and to refrain from taking measures that contradict these objectives and to prevent them as far as possible. The supplier shall notify RHENUS without delay and without any further request of any violations of the above provisions, also on the part of its suppliers.
In its surrounding area, the supplier shall strive for the observance of humane working conditions through the appropriate limitation of working hours, the observance of minimum wages and health protection, and shall refrain from any violations thereof (social standards). In particular, the supplier shall take measures against child labour and forced labour.
The supplier shall be obligated to comply with the statutory provisions for the protection of the environment and to take measures for the protection of the environment. Each delivery must take place in product-specific packaging coordinated with RHENUS and in compliance with the relevant environmental protection regulations. In doing so, an environmentally friendly form of packaging and the use of reusable packaging (euro pallets) must always be chosen, taking ecological aspects into account.
13. Concluding provisions
The place of performance for all deliveries and services is the respective location of the ordering RHENUS company.
The exclusive area of jurisdiction shall be the respective local court at the registered office of the head office of the ordering company. However, RHENUS shall be entitled to bring suit against the supplier at its general area of jurisdiction.
The law of the Federal Republic of Germany shall apply to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1970 and conflict-of-laws provisions.