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Conditions of Purchase

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Date: 26.07.2012

 

WEH GmbH Company group:

WEH GmbH
Precision Connectors

Josef-Henle-Straße 1
89257 Illertissen
Germany

Managing Director: Reinhold Wiest | Michael Döring
Registered: Memmingen HRB 3086
TAX No.: 151/142/20148
VAT No.: DE814010659
WEH GmbH
Gas Technology

Josef-Henle-Straße 1
89257 Illertissen
Germany

Managing Director: Reinhold Wiest | Michael Döring
Registered: Memmingen HRB 11622
TAX No.: 151/142/20407
VAT No.: DE212612038

 

  • Scope
    • The following conditions shall apply to all orders sent to our suppliers and other contractors. The General Terms and Conditions of suppliers are not recognized unless this is expressly confirmed by us in writing. The delivery of samples and prototypes cannot be deemed as implied acceptance of the General Terms and Conditions of Business of our suppliers.

    • Our conditions apply even when we accept a supplier’s delivery without reservations, knowing that it contradicts our conditions or deviates from the supplier’s conditions.

  • Content of the Contract
    • Our quotations for the closure of a supply contract are in general non-binding.

    • The size of the order is determined by the order confirmation so far as it cannot be ascertained from our written order. Furthermore, the respective current versions of WEH standards, available for all suppliers to download at www.weh.com, are also integral to the contract without their being expressly mentioned. If this is not possible then they can be requested from WEH by telephone or in writing. They also include the workshop code numbers and the respective quality specifications. The supplier is responsible for obtaining access to these documents. WEH shall provide support to the supplier in this respect. No verbal subsidiary agreements have been made. Closures of contract, amendments or supplements to the order shall require our written confirmation in order to be effective.

    • The supplier shall confirm our order immediately in writing. Confirmation or fulfilment or the order shall be taken as acceptance of the purchase conditions.

    • All offers made to us shall be free of charge. This shall also apply to any samples, drafts and/or sketches prepared and sent by the supplier.

    • The supplier shall be under obligation to check our order and to communicate to us any misgivings concerning unclear details, breaches of technical regulations, breaches of DIN standards, changes to technical procedures and all other irregularities, contradictions and other peculiarities. If deviations are unavoidable, then the supplier shall make appropriate amendment and improvement proposals.

    • In general, the supplier must fulfil the order himself. The passing on of purchase orders to third parties expressly requires our written hase 2 columns with left bar All Store Views Enabled May 8, 2014 1:24:30 AM Jun 27, 2014 12:24:28 AM Preview Conditions of Purchase consent.

  • Delivery and Acceptance
    • The delivery dates and periods stated by WEH shall be strictly binding and must be adhered to. The supplier shall be deemed to have fallen behind without the necessity of a reminder if delivery dates are not adhered to. WEH shall be entitled to impose a penalty of 0.5 % of the gross value of the order for each commenced week of the delay, up to a maximum of 25 % of the gross value of the order, without provision of proof of incurred damages being required from us. WEH shall be entitled to claim a higher damage, provided it can be proven.

    • The supplier shall not make partial deliveries unless particularly requested to do so by us.

    • All incidental expenses of performance, in particular freight, transport, packaging and, where applicable, insurances and other incidental expenses shall be to the account of the supplier, unless otherwise expressly agreed in writing. Passage of risk is always at the point of delivery of the goods to WEH. We shall not be subject to the obligation of immediate inspection and rebuke.

      If WEH delivers prototypes resp. test samples, WEH remains owner of all property right of the supplied items. The transfer to third parties is excluded. Any use is only permitted for testing purposes, warranties are excluded. WEH remains also owner of the items. Should no serial delivery contract be concluded, the delivered items have to returned. The delivery of prototypes resp. test samples cannot be deemed as implied acceptance of the General Terms and Conditions of Business or any other contractual statement of our suppliers.

      The supplier is obliged to assure a complete documentation for each component, which shall include traceability by batch, lot or serial numbers. For all components the product development history has to be recorded completely. The documentation shall include also all carried out validation and verification checks with test specifications, results and approvals. All documents have to be kept up to date and qualitytested at regular intervals.

      Any documentation has to be made available to WEH in digital form.

  • Price and Payment
    • The agreed prices are always fixed prices, including all incidental expenses. We do not recognize nonbinding prices. In cases of doubt our purchase order or the order confirmation shall be binding.

    • Unless otherwise agreed, prices shall be understood to be net prices plus value added tax at the current legal rate. Our purchase order number must be stated on all supplier invoices.

    • Payment shall be within 14 days after receipt of the invoice with 3 % discount or within 30 working days net. If we do not take delivery until after receipt of the invoice then the discount term begins with the delivery date.

    • As a rule, our payments shall be made by bank transfer. We reserve the right, however, to pay by cheque, three months acceptance, or by setting off payment against counter claims. Payment discounts remain unaffected by the deduction of effected penalties, a reasonable retention sum due to deficiencies or if we set off payment against counter claims. Payment shall not constitute any waiver of our contractual or legal rights. Payment in the case of justified defects notified to the supplier shall be reserved until such are rectified by the supplier.

    • The legal rights of off-setting and retention shall be at our disposal to the full extent. The right of offsetting and retention shall apply without limitation to all counter claims of ours arising from the business relationship with the supplier. We shall be entitled to assign all claims arising from the contract without the consent of the vendor. The supplier shall not be entitled to assign to third parties any claims arising from the contractual relationship without our prior written consent.

      Basis of the supply agreements between WEH and the supplier is the supplier being and remaining competitive concerning price, quality, innovation skills and safety.

      The contractual partner of WEH is obliged, to carry out regular value analysis and identify savings potential. If there are any saving possibilities, the contractual partner is obliged to adjust the price for serial parts.

  • Warranty
    • The goods supplied must comply with current state of the art and with our order documentation and must demonstrate all assured characteristics.

    • The warranty period is 3 years and shall begin with the transfer of risk. The warranty period will not expire until WEH’s warranty towards the customer expires.

    • If defects become apparent before or on the passage of risk, or occur during the warranty period, then the supplier agrees to either rectify the defects or to supply a replacement, according to our choice, at his own expense. These conditions also apply to any replacements. If we demand rectification of the defect or replacement of the goods and the supplier fails to provide either of these within the set time period, then we shall be entitled to withdraw wholly or partially from the contract without setting a period of grace and without payment of damages or to demand a price reduction or to carry out the necessary rectification or reproduction ourselves or to commission such at the expense of the supplier or to claim damages for breach of contract. The same shall apply if the supplier ultimately refuses to rectify defects or to provide a replacement or if he declares himself unable to provide such within a reasonable period of time. The supplier shall be liable for assembly and disassembly costs as well as product recall costs, even if only a part of the item delivered is deficient.

    • In urgent cases in which we are under obligation to our own supplier and in which we are otherwise under threat of incurring disadvantages by not reacting immediately, we shall be entitled, in deviation from item 5.3. to carry out rectification measures at the expense of the supplier without the supplier being in default of rectification and without the setting of a rectification period. The supplier is under obligation to reimburse us for all rectification expenses, despite his not being in default with delivery or rectification and despite the lack of a rectification period.

      Alternatively, we shall be entitled to claim a corresponding price reduction without setting a rectification period, if our supplier demands this from us.

    • Returned defect goods shall be to the account of the supplier. Return delivery shall be at the cost and risk of the supplier.

    • Should facts come to our knowledge indicating that the creditworthiness of the supplier is in jeopardy, we shall be entitled to retain a guarantee sum to the amount of 10 % of the total value of goods delivered by the supplier for the duration of the warranty period. The supplier may avoid the retention of a guarantee sum by providing other collateral.

  • Samples and Drafts
    • Tools, models and similar made available by us or made by the supplier at our expense shall be maintained and, if necessary, replaced by the supplier.

    • Samples, patterns, tools, models, drafts and drawings etc. must be returned to us at the latest with the last contractual delivery. Neither these nor any goods manufactured in accordance with them may be forwarded to third parties without our written consent.

    • Drawings, plans and other documentation pertaining to the purchase order remain our property and we reserve all copyright to these documents. If the supplier does not accept our offer within the term according to item 2. 3., then these documents must be returned to us without delay.

    • So far as tools, models, samples, drafts and drawings etc. are made for WEH by the supplier, then WEH retains all exclusive rights to use these items including the copyright to such items. This also applies to items made by the supplier according to WEH specifications and with the aid or involvement of WEH. Regardless of the degree of involvement by WEH, WEH retains the exclusive right to use the said items

  • Secrecy and Copyrights
    • The supplier is obliged to keep all sensitive knowhow and other business and product sensitive information, obtained in the course of the business relationship, strictly confidential.

      WEH’s supplier agree to treat as strictly confidential the protected documents, objects and other information and to neither copy them nor reproduce them, forward them, distribute them or to otherwise make them available to third parties and / or to provide knowledge of them to third parties without written consent of WEH.

      Any use whatsoever of the protected documents, objects or other information without contractual basis and without the consent of WEH shall also be prohibited. The protected items may only be made available to those persons to whom access to the said documents is absolutely necessary for the purpose of fulfilling the contract and within the bounds of cooperation.

      The supplier also agrees to treat as strictly confidential any other information marked as confidential or of an obviously confidential nature and to use such information only within the bounds of this agreement. This shall apply also after termination of the business connection. All samples, drawings and other documentation of WEH, the transfer of which bears no direct relation to the purpose of the contract, shall also remain the physical property of WEH.

      WEH remains principally owner of all rights to development results, especially all rights of use and exploitation of development results, even if this only concerns product modifications. WEH is in principle prepared but is not obliged to use own patent rights for development projects. The information flow from the supplier to WEH does not constitute a claim to shared copyright of the development results.

      In the event that a supplier is involved in the development of any research results, either in cooperation with WEH or by way of any other contribution, leading to any copyright and / or joint copyright with that supplier, or, as the case may be, any other industrial property rights, including any in joint ownership, the supplier shall grant WEH the exclusive, transferable and sub-licensable right of use of these development results for any type of use, without restrictions in time, content, or place, in as far as is lawful.

      In particular the rights include processing, altering, translating, publishing, handling, copying and displaying. This right is valid particularly for all documentation of development results, files, all kinds of drawings, algorithms, programmes and the other know-how.

      Furthermore WEH has the sole authority to register development results as patents, utility models, industrial design and trademarks in Germany and abroad.

  • Protection of Industrial Property Rights, Product Liability, Supplier Protection
    • If we should face claims from third parties owing to the fact that the goods supplied by the vendor infringe patent rights of such third parties, then the vendor shall, at our initial request, release us from any liability whatsoever, including any expenses necessarily incurred in connection with the claim and our defence against such claim.

      We are not entitled to recognize the claims of third parties and/or to make agreements with the third party regarding said claims without the written consent of the vendor. The statutory period of limitation for these indemnity claims is 3 years, from the date of communication to us of such a claim by the third party, at the latest, however, 10 years from the date of delivery of the said goods.

    • If we should face claims from third parties for product damages for which the vendor is responsible, then the vendor shall at our initial request, release us from all claims of third parties, including the costs necessarily incurred in defending ourselves against such claims, if the vendor admits the cause to be within his domain and organization.

    • Our suppliers guarantee WEH complete supplier protection. In this respect, the supplier is prohibited from supplying WEH’s suppliers directly with advertising material or products or of entering into competition with us in any other way.

    • Furthermore, on acceptance of the first order, each supplier agrees to keep all information obtained from us in connection with the performance of orders strictly confidential. All information which is recognizably of a confidential nature, the disclosure of which could be injurious to us, shall be deemed confidential.

  • Auditing

    In case WEH is obliged to auditing processes and / or to supply information, it is limited to non-specific knowhow and / or company information.

  • Liability
    • The supplier shall be liable in the case of negligence, gross negligence and intent of both himself and his employees.

      Employees of the supplier who are engaged in the performance of work on our premises shall be subject to our operational regulations.

      We accept liability for damage to these persons only in the case of gross negligence or intent. Any liability arising from damage to life, body or health resulting from a negligent breach of duty on our part is excluded here.

      With termination of the business relationship, the supplier is obliged to return all objects, documents and other items received from WEH within the framework of cooperation and contractual relationship, particularly with regard to samples, drawings, plans and other documents. Upon termination of the contract, any right of use for documents stated and any other copyrightable work, granted by WEH within the scope of the contract, shall end, too.

  • Place of fulfilment, Jurisdiction
    • Place of fulfilment for both parties shall be Illertissen.

       

    • Exclusive place of jurisdiction for all disputes, as far as legally permissible, shall be Illertissen District Court or Memmingen Regional Court – chamber for commercial affairs – according to the value of the jurisdiction dispute. This shall apply also to any legal proceedings brought in connection with certificates, bills of exchange and cheques. We also reserve the right, however, to bring legal actions at the registered headquarters of our supplier.
  • Insurance Coverage

    The supplier is obliged to guarantee an adequate insurance coverage with regard to secondary obligations. Upon request, the supplier has to prove its insurance coverage to WEH.

  • Final provisions
    • The legal relationship between ourselves and our supplier shall be subject to German law, but shall exclude the provisions of the UN Convention concerning the international sale of goods (CISG).

    • Should one or more of these provisions be or become partially or wholly invalid, then the validity of the remaining provisions shall remain unaffected. So far as a reasonable part of the invalid clause remains valid, then this part shall remain in force. The parties agree at this point to negotiate a new clause coming as close as possible in economic meaning to the original, which shall take the place of the invalid clause.

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