Rockster
General
TERMS AND CONDITIONS OF PURCHASE
Rockster Austria International GmbH
I. Contract conclusion/formal requirements
1. For the privity of contract between the supplier and us solely the following conditions shall apply. Conditions of the supplier and different agreements apply only, if these are accepted by us in written form. Neither our silence nor the acceptance of the performance or its payment is considered as acknowledgement.
2. The contract for delivery or the orders as well as any modifications, sub-agreements, explanations concerning its termination as well as other explanations and reports are only accepted in writing, unless otherwise agreed in these conditions. The supplier has the possibility of confirming the order in writing within 10 working days, if no written confirmation is sent, the order is considered as accepted to its full extent; however, we reserve the right to cancel the purchase order.
2. The contract for delivery or the orders as well as any modifications, sub-agreements, explanations concerning its termination as well as other explanations and reports are only accepted in writing, unless otherwise agreed in these conditions. The supplier has the possibility of confirming the order in writing within 10 working days, if no written confirmation is sent, the order is considered as accepted to its full extent; however, we reserve the right to cancel the purchase order.
II. Scope of delivery/changes of the scope of delivery/spare parts
1. The supplier will take care that he gets all the required information in time, regarding all significant data and circumstances which are necessary for the fulfilment of his contractually obligations as well as concerning our intended application of his deliveries. He is responsible that his deliveries cover all performances, which are necessary for a correct, safe and economical use. The supplier must also take care that his deliveries are suitable for the intended application and that they correspond to the state of science and technology. When rendering services, the supplier will consider all relevant rules, laws and regulations, in particular the relevant regulations for pollution control, hazardous material, dangerous goods and rules for the prevention of accidents as well as observe the generally accepted safety-related and occupational medicine rules and works standards. The supplier has to inform us about necessary official permissions and obligations to register for the import and the operation of the delivery items.
2. In the context of the reasonableness we can demand from the supplier modifications of the delivery item concerning construction and execution. The supplier has to convert the modifications within a reasonable time. Regarding the effects, in particular the additional and reduced costs, as well as the dates of deliveries; appropriate regulations have to be made by mutual agreement. If an agreement does not result within a reasonable time, we decide in our sole discretion.
3. The supplier guarantees that he can provide us under appropriate conditions with the delivery items or parts of it as spare parts even for a period of 10 years after termination of the supply relationship.
2. In the context of the reasonableness we can demand from the supplier modifications of the delivery item concerning construction and execution. The supplier has to convert the modifications within a reasonable time. Regarding the effects, in particular the additional and reduced costs, as well as the dates of deliveries; appropriate regulations have to be made by mutual agreement. If an agreement does not result within a reasonable time, we decide in our sole discretion.
3. The supplier guarantees that he can provide us under appropriate conditions with the delivery items or parts of it as spare parts even for a period of 10 years after termination of the supply relationship.
III. Prices/terms of payment
1. The agreed prices are fixed prices. If not otherwise agreed, the payment has to be effected in each case in the following month at the latest on the 25th day with 3% allowance, up to the 25th of the month after next with 2% allowance or within 120 days without deduction. The grace period starts with the receipt of the stipulated performance and a duly and comprehensible invoice. With acceptance of premature deliveries, the period begins however at the earliest with the agreed date of delivery. Invoices have to be submitted without copies, stating account assignment, and place of unloading, vendor number, parts number, piece number and unit price as well as quantity per delivery. On our request the supplier agrees to participate in a credit memo procedure.
2. The supplier is not entitled to assign claims, which are entitled to him against us, or to collect them through third parties.
2. The supplier is not entitled to assign claims, which are entitled to him against us, or to collect them through third parties.
IV. Terms of delivery
1. The deliveries shall be effected by DDU (Incoterms in their current version) at the place indicated by us, as far as not otherwise agreed, including packing and conservation. Our shipping instructions and transportation regulations in their valid version shall apply. Each delivery needs to be indicated to us and to the recipient determined by us on the day of shipment. For each delivery a delivery note in duplicate has to be enclosed. The delivery note has to be provided with our order-, article and vendor number. On agreed delivery “ex works” we as well as the recipient determined by us have to be informed in due time about dimensions and weight of the shipment. The transport insurance will be covered from our part if under the agreed delivery terms (Incoterms in their current version) we are obliged to do so. When issuing the shipping documents the supplier has to consider that the customs clearance takes place in our factory and that we are released from the obligation of presentation to customs. For deliveries from preference countries the supplier has to attach the preference proof of each supply. The long-term supplier declaration in accordance with EWG-VO 1207/2001 has to be presented once annually. In the event that the supplied good is subject to a liability for export license, we have to be informed immediately.
2. The delivery items have to be packed properly according to custom and usage. We are entitled to give instructions to the supplier regarding the way of packing. If we return freight-free re-usable packing to the supplier, we have the right to claim a reimbursement in the value of the packing.
2. The delivery items have to be packed properly according to custom and usage. We are entitled to give instructions to the supplier regarding the way of packing. If we return freight-free re-usable packing to the supplier, we have the right to claim a reimbursement in the value of the packing.
V. Dates/delay
1. Agreed times and periods are binding. The receipt of the good at our place or at the place of the recipient determined by us is essentially for the adherence to the delivery date or the period of delivery. The supplier has to immediately inform us in writing about a perceivable delay of his performances stating the reasons and the expected duration of delay. The supplier only can refer to non-acceptable causes for delay in delivery if he fulfilled the obligation of the duty to give notice.
2. In case of delay we are entitled to demand a contractual penalty from the supplier. This amounts to 0,2 % per each starting weekday of the delay, in sum however maximum 10 % of the total value of the order. The legal claims accruing us from delay will remain unaffected by the agreement of the contractual penalty or its assertion. Paid contractual penalties are to be taken into account on claims for damages. The contractual penalty can be put in claim till the payment of the delayed delivered good. The court's right to reduce or abate is excluded.
2. In case of delay we are entitled to demand a contractual penalty from the supplier. This amounts to 0,2 % per each starting weekday of the delay, in sum however maximum 10 % of the total value of the order. The legal claims accruing us from delay will remain unaffected by the agreement of the contractual penalty or its assertion. Paid contractual penalties are to be taken into account on claims for damages. The contractual penalty can be put in claim till the payment of the delayed delivered good. The court's right to reduce or abate is excluded.
VI. Secrecy/information
1. The supplier will keep the information received from us confidential, as for instance designs, documents, expertise, samples, workshop facilities, models, data medium etc. He will not make the information accessible to third parties (also sub-suppliers) without our written agreement and will not use it for other purposes than agreed by us. This applies also to duplications. This obligation does not apply to information, of which at the time of receipt he already was aware of, rightly without obligation of secrecy, or afterwards rightly will become known without obligation of secrecy. Furthermore, it does not apply to information which, without breach of contract through one of the parties – is or will be generally known or for the information for which he has got the written permission for other utilization. The supplier may not make campaign with our mutual relationship without our previous written agreement. For the information provided by us we retain legal title to the goods and all other rights (e.g. copyrights). Duplications may only be made after our previous written agreement. With their production the duplications pass on to our property. It hereby between the supplier and us is agreed that the supplier keeps the duplications for us. The supplier has to carefully keep the documents and objects as well as duplications provided by us. Furthermore, he has to care about them and to insure them. On our request he must hand them over at any time or destroy them. He is not entitled to a right of retention of goods for whatever reason. The complete return or destruction has to be assured in writing.
2. If breaching the obligations in point VI 1. in the event of an infringement a penalty claim in the amount of EUR 25.000,00 will become due. The supplier is entitled to find out at court if the amount of the penalty claim is adequate. Paid contractual penalties are to be taken into account on claims for damages.
2. If breaching the obligations in point VI 1. in the event of an infringement a penalty claim in the amount of EUR 25.000,00 will become due. The supplier is entitled to find out at court if the amount of the penalty claim is adequate. Paid contractual penalties are to be taken into account on claims for damages.
VII. Quality management/receiving inspection test
1. The supplier has to constantly supervise the quality of his deliveries and performances. He is obliged to respect our quality assurance agreement for suppliers in the respectively valid version. For this he will establish and support a quality assurance system after ISO 9001:2000, VDA 6,1 or QA 9000 or another standard which has been agreed with us. Modifications of the delivery item require our previous agreement. For all products delivered to us the supplier has to record in writing, when, in which way and through whom the faultless production of the delivery became secured. These recordings are to be kept at least 12 years and submitted to us on demands. Pre-suppliers should accordingly be obligated.
2. We only affect a receiving inspection test for externally visible damages and externally visible deviations in GENERAL TERMS AND CONDITIONS OF PURCHASE ROCKSTER AUSTRIA INTERNATIONAL GMBH; identity and quantity. We will immediately criticize such defects. We reserve ourselves the right to make an advanced receiving inspection control. Furthermore, we criticize defects, as soon as they are detected according to the conditions of the normal course of business. Insofar the supplier waives the objection of the delayed notice of defects. On realized defects we are entitled to return the entire delivery. At defects or damages, which can be determined only during the operation of the goods, we are entitled to postpone the payment until full function of the goods. The payment period starts with the day on which the damage was demonstrably repaired and acknowledged by us as repaired.
2. We only affect a receiving inspection test for externally visible damages and externally visible deviations in GENERAL TERMS AND CONDITIONS OF PURCHASE ROCKSTER AUSTRIA INTERNATIONAL GMBH; identity and quantity. We will immediately criticize such defects. We reserve ourselves the right to make an advanced receiving inspection control. Furthermore, we criticize defects, as soon as they are detected according to the conditions of the normal course of business. Insofar the supplier waives the objection of the delayed notice of defects. On realized defects we are entitled to return the entire delivery. At defects or damages, which can be determined only during the operation of the goods, we are entitled to postpone the payment until full function of the goods. The payment period starts with the day on which the damage was demonstrably repaired and acknowledged by us as repaired.
VIII. Liability for defects / reimbursement of expenses/period/insurance
1. If the delivery item is defective, then our claims correspond to the legal regulations, as far as no further regulations are valid. In the event of risk in operation safety or danger of abnormally high damages, maintenance of our supply availability towards our purchasers after informing the supplier, we are entitled to make the rectification by ourselves or perform them through third parties. The supplier bears the accruing costs. The supplier is liable for all damages and arising expenses us indirectly or directly due to defects of the object. Also expenses for a receiving inspection control exceeding the usual extent are liable to pay compensation, if at least parts of the delivery were identified as defective. This also applies to a partial or complete control of the received deliveries in the further course of business with us or our purchasers. If the supplier during the performance uses the services of third parties, he is liable for these as well as for any kind of assistances for compliance.
2. The supplier refunds also expenses of our purchaser or us, arising in advance or in connection with circumstances of liability for defects for prematurely loss prevention, damage defense or damage reduction (e.g. product recalls).
3. The supplier refunds the expenses, which we are legally obligated to bear towards our purchasers, and which are resulting from defects of the delivery purchased by him.
4. As far as not otherwise obligatory prescribed by law, the supplier is liable for defects, which arise within 24 months starting from the receipt of the delivery at our place and/or from the taking-over (if such one is provided by law or by contract). In the case of supplement performance, the period extends to the time, in which the delivery item cannot be used as specified in the contract. For the supplement performance the same periods apply. The limitation of claims due to defects commences at the earliest two months after the claims of the final client are fulfilled. This expiry suspension ends at the latest 5 years after delivery to us.
5. The supplier is obligated, under point VIII, to have an adequate insurance cover for the duration of the supply relationship for the risks. The proof of delivery is on ours require to furnish.
2. The supplier refunds also expenses of our purchaser or us, arising in advance or in connection with circumstances of liability for defects for prematurely loss prevention, damage defense or damage reduction (e.g. product recalls).
3. The supplier refunds the expenses, which we are legally obligated to bear towards our purchasers, and which are resulting from defects of the delivery purchased by him.
4. As far as not otherwise obligatory prescribed by law, the supplier is liable for defects, which arise within 24 months starting from the receipt of the delivery at our place and/or from the taking-over (if such one is provided by law or by contract). In the case of supplement performance, the period extends to the time, in which the delivery item cannot be used as specified in the contract. For the supplement performance the same periods apply. The limitation of claims due to defects commences at the earliest two months after the claims of the final client are fulfilled. This expiry suspension ends at the latest 5 years after delivery to us.
5. The supplier is obligated, under point VIII, to have an adequate insurance cover for the duration of the supply relationship for the risks. The proof of delivery is on ours require to furnish.
IX. Components
1. Parts, Boxes, special packings, tools, measurement equipment or the like (components) remain our property. When processing, bonding, mixing of components we will get co-ownership at the new product at the rate of the component value to the value of the complete product. Duplications of components may be made only after our previous written agreement. Reproductions pass into our property with their production. The supplier is not entitled to retain the components for whatever reason. Components as well as their reproductions may not be made accessible to third parties (also sub-suppliers) and may not be used for others
purposes than agreed.
X. Tools.
Without prejudice to other agreements, we obtain full and/or co-ownership to the extent, to which we take share in the attested costs for tools for the production of the delivery item. On payment the tools pass into our (co-)ownership. They remain on loan with the supplier. Only with our permission the supplier is authorized to effectively or legally dispose of the tools, to relocate or to make them permanently inoperable. The tools have to be marked by the supplier as our (co-) property. The supplier bears the costs for maintenance, repair and the replacement of the tools. Spare tools are in our property according to our share on the origin tool. With a co-ownership at a tool we are entitled to have a purchase option at the co-ownership-share of the supplier. Tools, which are in our (co-) ownership, may only be used by the supplier exclusively for the manufacturing of the delivery items. After termination of the supply the supplier has to immediately hand over the tools to us on demands. Concerning tools in co-ownership we have to reimburse to the supplier the current value of the co-ownership share of the supplier after receipt of the tool. In no case the supplier is entitled to retain the goods. Also, in case of a bankruptcy claim against him or during a prolonged interruption of the supply, the supplier has to hand over the tools. The supplier has to insure the tool to the agreed extent, and if no agreement has been made, to the usual extent.
XI. Software
If software not standardized belongs to the extent of supply, the supplier agrees to make modifications/ improvements of the software from the time of delivery of the delivery item against adequate reimbursement of costs for the duration of 5 years in accordance with our specifications. As far as the software comes from sub-suppliers, he will also obligate them accordingly.
XII. Force majeure /longer-term delivery preventions
1. Labour disputes, commotions, official measures, and other unforeseeable and inevitable events relieve the supplier and us of from the liability for the duration of the failure and to the extent of their effect. The person concerned hast to immediately inform the other contractual partner comprehensively and do the utmost to the extent reasonable, to limit the effects of such events. The person concerned immediately has to inform the other contractual partner about the end of the malfunction.
2. In the case of a long-term delivery prevention, the stoppage of payment or the opening of an insolvency proceeding, the refusal of the opening of such a procedure due to lack of assets or the opening of a comparable procedure over one the contracting party, the other contracting party is entitled, to withdraw from contract concerning the part not fulfilled yet. If the supplier is affected by one of the preceding events, he will do his utmost to support us with the dislocation of the production of the delivery item to our place or to a third party, including a for the production necessary licensing from industrial property rights to conditions usual in this line of business.
2. Im Falle einer längerfristigen Lieferverhinderung, der Zahlungseinstellung oder der Eröffnung eines Insolvenzverfahrens, der Ablehnung der Eröffnung eines solchen Verfahrens mangels Masse oder der Einleitung eines vergleichbaren Verfahrens über einen der Vertragspartner ist der andere Vertragspartner berechtigt, vom Vertrag bezüglich des noch nicht erfüllten Teils zurückzutreten. Ist der Lieferant von einem der vorstehenden Ereignisse betroffen, wird er uns nach besten Kräften bei der Verlagerung der Produktion des Liefergegenstandes zu uns oder einem Dritten unterstützen, inkl. einer Lizenzierung von für die Produktion notwendigen gewerblichen Schutzrechten zu branchenüblichen Bedingungen.
2. In the case of a long-term delivery prevention, the stoppage of payment or the opening of an insolvency proceeding, the refusal of the opening of such a procedure due to lack of assets or the opening of a comparable procedure over one the contracting party, the other contracting party is entitled, to withdraw from contract concerning the part not fulfilled yet. If the supplier is affected by one of the preceding events, he will do his utmost to support us with the dislocation of the production of the delivery item to our place or to a third party, including a for the production necessary licensing from industrial property rights to conditions usual in this line of business.
2. Im Falle einer längerfristigen Lieferverhinderung, der Zahlungseinstellung oder der Eröffnung eines Insolvenzverfahrens, der Ablehnung der Eröffnung eines solchen Verfahrens mangels Masse oder der Einleitung eines vergleichbaren Verfahrens über einen der Vertragspartner ist der andere Vertragspartner berechtigt, vom Vertrag bezüglich des noch nicht erfüllten Teils zurückzutreten. Ist der Lieferant von einem der vorstehenden Ereignisse betroffen, wird er uns nach besten Kräften bei der Verlagerung der Produktion des Liefergegenstandes zu uns oder einem Dritten unterstützen, inkl. einer Lizenzierung von für die Produktion notwendigen gewerblichen Schutzrechten zu branchenüblichen Bedingungen.
XIII. General regulations
1. The place of performance of deliveries and performances shall be the place of destination indicated by us.
2. Contracts shall be exclusively governed by the law of Austria. Application of the UN Purchasing law is hereby expressly excluded. Area of jurisdiction is Linz.
3. If a regulation should be ineffective or become ineffective, then thereby the validity of the other regulations is not affected.
4. We point out that we record personal data considering the legal requirements and process them in connection with business transactions.
2. Contracts shall be exclusively governed by the law of Austria. Application of the UN Purchasing law is hereby expressly excluded. Area of jurisdiction is Linz.
3. If a regulation should be ineffective or become ineffective, then thereby the validity of the other regulations is not affected.
4. We point out that we record personal data considering the legal requirements and process them in connection with business transactions.
Rockster Austria International GmbH
Matzelsdorf 72
4212 Neumarkt im Mühlkreis
Matzelsdorf 72
4212 Neumarkt im Mühlkreis
