| 1. Scope and Basis of Agreement a) General Procurement Conditions (hereinafter DPC) apply to all procurements (hereinafter Orders) that Steinemann AG (hereinafter Procuring Entity) acquires from its Business Partner (hereinafter Supplier), unless otherwise agreed in writing. b) All agreements of the Procuring Entity pertaining to the procurement of products, materials, raw materials, tools, and spare parts (hereinafter: contractual products), whether based on framework agreements, withdrawals from regular deliveries, or single orders, are exclusively governed by the General Procurement Conditions of the Procuring Entity, in the version valid at the time of receipt of the Order by the Supplier. The Supplier is responsible for informing themselves of the current GPC. Other business conditions of the Supplier, regardless of their form, are not valid. c) In the event of discrepancies between different contractual documents of the Parties, the following priority order shall apply: * Provisions of the relevant Order of the Procuring Entity * Other special agreements between the Parties * Cooperation Agreements signed by the Parties * The stated GPC d) The Supplier represents and agrees that after a single application of the GPC in question, in the version valid at the time the Supplier receives the Order, the aforementioned can be applied to any subsequent Order. 2. Inquiry, Offer, Order Confirmation a) The inquiries submitted by the Procuring Entity to the Supplier are not binding. The Supplier shall make an Offer free of charge. b) The Procurement Entity acknowledges only those Orders initiated by its Procurement Department. Amendments of Orders are binding only if confirmed by the Purchase Department in written form (fax and e-mail) to the Supplier. c) The Supplier shall confirm the Order, to the person specified in the Order as the contact person of the Procurement Department of the Procuring Entity, no later than three working days by written order confirmation, containing the reference number of the Procuring Entity, price, quantity and delivery date. d) The Supplier’s Offer shall be binding for a minimum period of two months from the date of receipt by the Procuring Entity. If the Supplier has already delivered a certain product in a similar form to a competitor of the Procuring Entity, the Supplier is explicitly obliged to inform the Procuring Entity of this fact. e) The Supplier is obliged to submit to the Purchaser, upon their first request, drawings relating to the competitor company, product specifications, information relating to materials or data relating to components pertaining to contractual products. 3. Validity of Order a) If the Supplier is a legal entity, then the Order must be duly signed by the authorised representative pursuant to the Business Registers. In the event that the Supplier confirms the Order by some other form of written legally enforceable document duly signed by the Supplier, containing the text of the Order, and if there are discrepancies between the Order and the Order Confirmation of the Supplier, the Order shall prevail, except in the event that the Parties have concluded some other written agreement. 4. Order a) The Orders are only binding when submitted in written form. This also applies to all amendments, specifications, etc. The Supplier is obliged to immediately and prior to sending of confirmation contact the Procuring Entity if the Supplier notices an error or open item pertaining to material parts of the Order, particularly ones related to quantity, price and delivery date. The Supplier is obliged to be acquainted with the material facts and circumstances as well as the intent of the Order. b) The Supplier is obliged to confirm the order in writing, no later than three working days from receipt of the Order, to the contact person in the Procurement Department of the Procuring Entity. 5. Subcontracting a) Supplier subcontracting is prohibited without explicit prior approval granted by the Procuring Entity. Without written approval of the Procuring Entity, work orders pertaining to the production of contractual products, based on drawings of the Procuring Entity (parts of drawings), cannot be submitted to the producers. The Supplier warrants his producers as he warrants himself. In the event that the Procuring Entity determines the producers beforehand, this does not free the Supplier from the obligation to control the quality of procured products, assess and develop such products. 6. Delivery, Packaging and Labelling a) The delivery must be performed in compliance with DDP pursuant to the current version of INCOTERMS®. Each delivery must be accompanied by a delivery note stating the order number given by the Procuring Entity along with its delivery content, description and quantity, as well as any additional documentation if needed, specified by the Procuring Entity or stipulated by law. b) Partial deliveries are permitted only with written consent of the Procuring Entity. In the event that the Supplier performs partial delivery without written consent of the Procuring Entity, the Agreement shall be deemed as fulfilled only upon complete delivery of the Order. c) For the purpose of identification and correct classification of parts, the Supplier shall label them, meaning package labelling to ensure clear traceability of such parts. Labelling of parts shall, if possible, be carried out in agreement with the Procuring Entity. Packaging units must be adequately labelled. d) Should the net value of an Order exceed CHF 5,000.00 (as converted from the agreed currency), the Procuring Entity reserves the right to accept or reject the delivery prior to receiving the signed Order as confirmation. In the event of rejection, the delivery will be returned to the Supplier at their expense. In accordance with Serbian regulations, if specific items are subject to notification/declaration obligations or raise concerns, the Supplier must not only comply with statutory Serbian regulations concerning packaging and labelling at the destination, but also, at their own initiative and to the extent required, inform the Procuring Entity about any relevant hazardous goods requiring classification or notifications/declarations, in order to fulfil their obligations regarding hazardous goods under Serbian law. If the Supplier is required to fully or partially apply the EU Directive on Chemicals REACH (REACH Directive) to the relevant goods, the Supplier is obliged, at their own initiative, to fulfil the necessary requirements for registration, notification/declaration, and information. If the Supplier's headquarters are located outside the EU, the Supplier hereby declares that they have appointed an exclusive representative within the EU, in accordance with Article 8 of the REACH Directive, who will fulfil the necessary registration, declaration, and notification requirements for goods supplied by the Supplier, in the name of the Procuring Entity. e) The Supplier undertakes the obligation to provide a complete declaration on goods and must fulfil all applicable domestic and foreign customs and foreign trade laws, and must obtain all necessary export licenses. The Supplier must, duly and on their own initiative, notify the Procuring Entity in writing of all information and data which the Procuring Entity requires for the purpose of observing foreign trade regulations for export, import, and re-import. This may include the following documents: Certificates (e.g. FSC-certificate, PEFC-certificate) or Declarations of Conformity; Statistical code number according to the current classification of foreign trade statistics and HS (Harmonized System) code; Declaration of Supplier; Certificate of Origin; Product Declarations (e.g. in compliance with DIN, EN, ISO or SN); Product data sheets of producer; Safety data sheets; Delivery lists (e.g. summary of delivery notes); Delivery notes stating at a minimum the following data: order number, article number (Procuring Entity), gross/net weight, customs tariff numbers, and exact quantities. f) The Supplier is obliged to, upon first request from the Procuring Entity, submit the documents to the Procuring Entity within five days. The Supplier must also maintain a list of delivered products and update it constantly. Costs associated with declarations shall be borne by the Supplier. The declared products are binding for export, and written consent from the Procuring Entity is necessary for any discrepancies. In the event that the Supplier breaches their obligations pursuant to Article 6, they shall bear all costs and damages that may arise to the Procuring Entity. g) Wood and wood material must be labelled with FSC or PEFC labels 7. Delivery Date, Delivery Capacity, Default Interest a) The agreed delivery dates are binding and are deemed to be dates of arrival at the agreed place of delivery. A reminder from the Procuring Entity is not necessary for delay in delivery to occur (due date agreement). b) The Supplier is obliged to immediately inform the Procuring Entity if circumstances arise or become apparent due to which the agreed delivery dates or deadlines cannot be met. c) The Supplier undertakes to comply with the agreed delivery capacities as set out in Annex - Delivery Capacity and, in the event of a delay, to pay the contractual penalties specified therein. d) In the event of a delay in delivery, the Supplier shall be liable to pay a contractual penalty amounting to 11% of the delivery value per week, but not exceeding 51% of the net amount of the agreed contractual compensation for delay in delivery. Any additional contractual or statutory rights and claims relating to delay (in particular those relating to cancellation and liability for damages) shall be governed by statutory provisions. The contractual penalty shall be calculated in addition to any further damages that may arise. In the event that, due to a delay in making products available, faster transport becomes necessary, the Supplier shall bear the additional transport costs. Additional costs for unsolicited urgent shipments shall also be borne by the Supplier. e) Unforeseen, unavoidable and serious events (force majeure) release the Parties from their obligation to perform for the duration of the impeding event. This also applies where such events occur at a time when the Party affected by the event is in default. The Parties shall, as soon as reasonably possible, inform each other in good faith and adjust their obligations in light of the changed circumstances. 8. Place of Performance and Place of Delivery a) The place of execution and place of delivery is the location of the Procuring Entity. The location of the Procuring Entity refers to the place where the headquarters of the Procuring Entity are situated (hereinafter: the headquarters). In the event that the location of the production plant and commercial activity of the Procuring Entity (hereinafter: the business address) is not the same as its headquarters, the place of delivery shall be the business address, which shall then, for the purposes of this agreement, be considered the headquarters. 9. Transfer of Ownership and Risk a) Full ownership of the contractual products shall transfer to the Procuring Entity upon delivery, at the place of delivery, as stipulated in Article 8. The transfer of risk shall be carried out in accordance with INCOTERMS® as agreed in the relevant Order. The delivery note shall be signed upon receipt of goods, except in the event of non-conformance. b) In the event of a major accident, the Supplier agrees to bear the entire costs for the following incidents: Jettison, Damage to the boat or motor during the course of salvaging, Use of tugs and salvage vessels, Damage to the boat or motor during fire extinction, Loading and unloading costs at the harbour where the vessel was forced to dock. 10. Prices, Invoices and Payment a) The agreed prices (in the agreed currency) are fixed prices. They include the costs of packaging, transport, as well as all customs fees and duties, taxes, full insurance coverage, and other expenses to the place of destination. The prices are exclusive of the currently applicable VAT. Explicit written consent from the Procuring Entity is required for price changes. b) To the extent applicable to the Supplier, one-off expenditures must be offered for tools, templates, programmes, adaptors, etc. c) The invoices must contain the Procuring Entity reference number, article number, quantity and unit price and, moreover, must comply with legal regulations and requirements. d) The Procuring Entity shall effect payment within 60 days from performance of the entire service and upon receipt of a proper invoice by the Procuring Entity. The invoices must contain the Procuring Entity’s reference number, article number (Supplier’s article number and Procuring Entity’s article number), quantity, and unit price. In the event of a non-compliant delivery or service, the Procuring Entity has the right to refrain from payment in pro rata value until proper fulfilment. The Supplier’s payment terms shall be specified on the relevant Order of the Procuring Entity and shall be valid until a different mutual agreement is made. e) Payment does not constitute acknowledgment that delivery or service has been performed in compliance with the Agreement. In case of non-compliant delivery or service, the Procuring Entity has the right to withhold a pro rata portion of the payment until proper fulfilment is effected. Even after effecting full payment, legal rights remain unaffected. f) The payment made by the Procuring Entity will be deemed to have been effected in a timely manner if the transfer order has been forwarded to the Procuring Entity's Bank for processing within the agreed payment period. 11. Warranties for Material and Legal Defects, Liabilities for Damages, Insurance, Limitation Period a) The Procuring Entity is, upon receipt of delivery, obliged to carry out inspection. b) In the event of a warranty claim, the Procuring Entity may request or arrange for the following to be performed, notwithstanding any legal rights pertaining to the guarantee: If defective parts are identified during delivery or incorporation related to the series, the Supplier shall, upon written notification from the Procuring Entity, immediately and at their own expense, take over the non-compliant delivery and perform a replacement, or alternatively, discard and/or remake the parts. The Procuring Entity reserves the right to return, at the sole expense and risk of the Supplier, any goods that have not been delivered in accordance with the Agreement, unless the Supplier opts to take over the products and does so promptly. If, due to scheduling constraints, return delivery and replacement cannot be effected in a timely manner, the Supplier is obliged, upon written request from the Procuring Entity, to sort the parts in question within 24 hours, on the Procuring Entity's premises. Should the Supplier fail to comply with this request, upon receipt of written notice thereof, the sorting of the necessary quantities, with the objective of maintaining delivery capacity, shall be performed by employees of the Procuring Entity or by outsourced service providers (with the obligation of cost reimbursement), provided that the Supplier deems subsequent performance to be unreasonable. Any costs incurred in relation to this shall be borne by the Supplier. If, due to a serial defect, the replacement of the entire series of contractual products or products of the Procuring Entity incorporated within the contractual products is required (for instance, because error analysis is in certain cases not economically viable, impossible, or unreasonable), the Supplier shall reimburse the cost for the portion of the relevant series that is free of technical defects. The Supplier shall bear the costs for any damages caused to the Procuring Entity or a third party as a result of defects in the contractual products. c) For all claims related to defects, the Supplier is obliged to define and implement measures and submit an opinion on this matter to the Procuring Entity. d) The Supplier shall bear all costs arising from any necessary recall or servicing/repairment activities, if such recall or servicing/repairment activities by the Procuring Entity are due to a defect in the contractual products. e) If third parties, irrespective of the cause, make a claim against the Procuring Entity for justified reasons due to material or legal defects in the Supplier's delivery or performance, the Supplier is obliged, upon first request, to hold the Procuring Entity harmless from any and all liability whatsoever. f) In addition to the scope of its normal liability insurance, the Supplier must possess and maintain sufficient product liability insurance for personal injury and property damage to cover any product liability risk. Upon the first request of the Procuring Entity, the relevant insurance policies must be submitted to the Procuring Entity. If the Procuring Entity has additional rights for damage reimbursement, these remain in force. g) The warranty period for all material and legal defects is 36 months from the transfer of risk. The warranty period is suspended between the date of sending justified notice of defects and (i) subsequent proper fulfilment by the Supplier or (ii) rejection of subsequent fulfilment by the Supplier. The warranty recommences in the event of subsequent delivery. 12. Hidden Material Defects a) If material defects are found which were not recognised at the moment of product inspection upon receipt (hidden defects), the Procuring Entity is obliged to inform the Supplier thereof within a reasonable period. In such an event, the legal and contractual warranty periods are taken into consideration pursuant to Serbian regulations (whereby the contractual warranty period, if longer, shall take precedence, see Article 11, point g). 13. Input items a) Technical documentation, worksheets, models, matrices, templates, samples, test equipment, tools and other input items (hereinafter referred to as „input items“) provided by the Procuring Entity remain the property of the Procuring Entity. Input items which the Supplier procures or manufactures for the purpose of fulfilling the agreement between the Parties at the expense of the Procuring Entity, shall become the property of the Procuring Entity. b) The Procuring Entity retains all rights to input items that it has paid for or made available to the Supplier. The Supplier shall only be authorised to actually and legally exploit such inputs, relocate them from one location to another, or render them permanently inoperative, with the explicit consent of the Procuring Entity. c) The reproduction of input items cannot be performed without the written consent of the Procuring Entity. The Supplier is prohibited from placing input items, as well as reproduced input items, at the disposal of a third party or using them for other purposes without obtaining prior written consent. d) The Procuring Entity's input items, together with all reproduced input items, must be returned to the aforementioned, without special request, immediately upon the finalisation of the order. e) Input items that have been permanently or long-term placed at the disposal of the Supplier for the purpose of executing the Agreement must be clearly marked as „Ownership of Steinemann AG“. f) The Supplier is obliged to utilise the input items solely for the purpose of fulfilment of the Agreement between the Parties and to use them with care. The Supplier is particularly obliged to sufficiently insure the abovementioned items against fire, water damage, and theft, and to perform necessary maintenance and inspection at the Supplier's own expense. g) Input items shall be returned to the Procuring Entity at any time, without delay, upon the first request of the Procuring Entity and without giving previous reason for this. The right of the Supplier to retain the aforementioned for reasons of non-fulfilment of payment for procured and produced input items is excluded. h) Input items which have remained in the possession of the Supplier after the delivery of products last produced with them, may only be destroyed with the prior written consent of the Procuring Entity. The Supplier may request that the Procuring Entity take over the remaining input items. 14. Intellectual Property Rights of Third Parties The Supplier warrants that all deliveries and/or services are free from any third party rights, and that the aforementioned and their use for the purpose of fulfilling this Agreement do not constitute an infringement of any patents, registered designs, design samples or other protected rights, whether in the UK or abroad, except in cases where the Supplier is at fault. b) The Parties are obliged to immediately inform each other as soon as they become aware of risks of infringement and cases of alleged infringement, in order to enable them to mutually counteract any claims. c) If the use of contractual products by Procuring Entity is impaired by existing third party intellectual property rights, the Supplierr is obliged to either acquire the appropriate licence, at the Supplier's own expense, or to adjust or replace the items to such an extent that the use of contractual products is no longer impaired by any third-party intellectual property rights, all this simultaneously pursuant to the contractual agreement. d) The Supplier shall, upon the Procuring Entity's request, assign to the Procuring Entity any inventions or other transferable work results arising from the fulfilment of the Agreement concluded between the Parties that are subject to intellectual property protection or for which the right to intellectual property protection cannot be excluded. If legally required, the Supplier must promptly and effectively take over inventions from its employees. e) If the Supplier provides photographic material to the Procuring Entity for advertising purposes, the Supplier must first ensure that they possess all necessary usage rights for this photographic material and that they are entitled to assign these rights to third parties, particularly to the Procuring Entity. By submitting the photographic material, the Supplier authorises the Procuring Entity to use the photographic material in the manner permitted by the Supplier, within the agreed scope, to process or otherwise reshape the photographic material, in order to create advertising material and distribute it. If the use of photographic material by the Procuring Entity, pursuant to the agreement, infringes upon third party rights, the Supplier shall indemnify the Procuring Entity against all third party claims. 15. Offsetting a) The Procuring Entity has the right, with respect to the Supplier, to offset claims of the Procuring Entity resulting from business transactions against claims of the Supplier, or to assert any applicable right of retention. 16. Confidentiality a) The Supplier is obliged to treat as strictly confidential all data of the Procuring Entity stated in Orders, as well as all facts, documents, information, etc., especially all commercial and technical details which are not evident, and documents approved by the Procuring Entity, such as samples, drawings, plans, illustrations and similar documents to which the Supplier gains access during the business cooperation. b) The Supplier has the obligation not to enable or permit, to private or public third parties, full or partial, intentional or unintentional access to such information (theft, illegal copy or use, acts with intent to cause damage, etc.). c) This obligation of nondisclosure shall remain in force even after the fulfilment of the Order and shall extend to employees, auxiliary staff and other participants whom the Supplier has, even just once, engaged in activities related to delivery. (d) In the event of a breach of this obligation, the Supplier may be required to pay an agreed penalty of 10% of the total value of orders received during the last 12 months. 17. Supplier Code of Conduct a) The Supplier is obliged to comply with the laws of all applicable legal regulations, in particular regulations of the country of producer and country of destination. b) The Supplier shall not directly or indirectly, actively or passively, participate in any form of bribery, infringement of the basic rights of its employees, nor shall it engage children to work. Furthermore, the Supplier shall undertake responsibility for the health and safety at work of its employees, shall comply with environmental protection laws, and shall endeavour, in the best possible manner, to secure compliance with the code of conduct by its suppliers. Should the Supplier, through its own fault, violate this obligation, we shall have the right, notwithstanding any other rights, to withdraw from or terminate this Agreement. If the infringement can be remedied, this right may only be exercised after the expiry of a reasonable period granted for remedying the infringement, during which the infringement has not been remedied. 18. Severability Clause a) Should any provision of these General Procurement Conditions, or any part of such a provision, be or become invalid, this shall not affect the enforceability of the remaining provisions. The invalid or unenforceable provision shall be replaced by an effective and enforceable provision, the effects of which come as close as possible to the economic objective pursued by the contractual partners with the invalid or unenforceable provision. This also applies in the case of a regulatory gap. 19. Court Jurisdiction a) The exclusive place of jurisdiction shall be the relevant court in the Republic of Serbia, Novi Sad 20. Law Applicable a) The entire legal relationship between the Parties shall be solely governed by Serbian law. b) The regulations on recourse to private international law and the UN Convention on the International Sale of Goods (CISG, also known as the Vienna Sale of Goods Convention) are excluded. Steinemann doo, Bački Jarak 21234, Cara Lazara bb, Serbia, February 2024. |
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