
	Company Medical Industry Medical Devices Services Contact

Conditions of Purchase RAUMEDIC AG

I. General Remarks

1. Insofar as nothing to the contrary has been agreed in writing, these conditions shall also apply during the current course of business without the necessity to make special reference to them and shall in particular also apply to on-call or subsequent orders made verbally or by telephone. A renewed reference to these Conditions of Purchase shall not be required for future orders.
2. The application of other general terms of business of the supplier shall be precluded for this order and for all subsequent orders. The validity of other such conditions shall be explicitly rejected.
3. In accordance with the provisions of the German Data Protection Act (Bundesdatenschutzgesetz), the supplier shall be notified that RAUMEDIC processes the personal and company data it requires for the business relationship with the assistance of electronic data processing.
4. The following order of precedence shall apply to the nature and scope of goods and services provided by either party:

the provisions of the purchase order
the further contractual terms and conditions stipulated in the purchase order
the Special terms and conditions of purchasing installations, machinery, tools and equipment (if pertinent)
these conditions of purchase

II. Order and order confirmation, proof of origin

1. The orders placed by RAUMEDIC shall only be valid if made in writing and signed by persons from RAUMEDIC authorised so to do. Agreements made verbally and by telephone shall require written confirmation in order to be binding. Orders prepared using electronic data processing shall not require a signature.
2. Upon request the supplier shall confirm the order in writing. The confirmation of order must reflect all details of the order. Deviations from the orders given by RAUMEDIC shall only be deemed as approved if they have been confirmed by RAUMEDIC in writing.
3. Upon acceptance of this order the supplier shall undertake to facilitate the inspection of proofs of origin and suppliers‘ declarations by the customs administration and both to grant the necessary information and to provide any official confirmations (information sheets) which may be necessary. If goods are delivered that originate from the EC, proof of origin shall be provided by sending a supplier’s declaration in accordance with EC Directive 1207/2001 dated 11 June 2001. Movement of goods certificate EUR.1 or declaration of origin on the invoice shall be provided for goods enjoying preferential tariffs. Furthermore, the supplier shall undertake to replace any damage sustained by RAUMEDIC owing to the fact that the declared origin is not recognised by the respective authorities.

III. Delivery period

1. The agreed delivery periods must be accurately observed by the supplier. They shall always be understood without a period of grace.
2. Events of force majeure, strike, lock-out, interruption of operations, irrespective of their nature and for whatever reason, as well as other unforeseeable events which make it most difficult for RAUMEDIC to accept and / or process the ordered goods, and which in particular lead to a stagnation of sales, shall entitle RAUMEDIC to postpone the acceptance periods or to withdraw from the contract without the supplier having a claim to damages. The supplier must be informed forthwith.
3. The supplier shall be in default without the necessity to issue a reminder once he has exceeded the delivery period. Notwithstanding RAUMEDIC’s statutory rights, 0.5 % of the order value for every week of exceeding the delivery deadline shall be agreed by way of contractual penalty. However, said contractual penalty shall not exceed a maximum of 10 % of the order value. It shall be possible for this contractual penalty to be asserted after acceptance of the delivery and until such times as the final payment is made without the necessity to make a reservation upon acceptance.
4. Notwithstanding the statutory or above agreed rights of RAUMEDIC, the supplier shall undertake to inform RAUMEDIC forthwith if it can be seen that he will not be able to observe the delivery deadline.

IV. Delivery, consignment note and invoice

1. Place of performance for the delivery shall be the address of the consignee specified in the order. Part deliveries, deliveries falling short or exceeding the ordered quantities shall not be admissible.
2. Insofar as nothing to the contrary has been agreed, goods shall be forwarded at the expense and risk of the supplier. Consignments in respect of which a carriage-free delivery has not been agreed in principle, must always be shipped using the cheapest means. Any additional costs sustained through failure to observe these provisions as well as costs for cartage etc. at the place of despatch shall not be recognised.
3. Deliveries of goods with motorised vehicles shall only be accepted by the consignee from Monday to Thursday in the period 7.30 a.m. to 3.30 p.m. and on Friday from 7.30 a.m. to 2.30 p.m.
4. The consignment note is to be attached to the goods consignment. The invoice is to be sent to the invoice address in accordance with the order. Consignment note and invoice are to be provided with the RAUMEDIC order number.
5. Invoices shall be sent in a single copy, separate from the consignment, with a copy of the consignment note to RAUMEDIC.

V. Price

1. If not otherwise agreed in the order, the prices shall be understood to be fixed prices. They shall apply free of carriage and packaging charges and other fees to the address of the consignee.
2. Should it be necessary to make orders without having previously agreed on price, the prices of the previous order shall be agreed in the case of a current business relationship. In all other cases the supplier’s list price at the time of the order shall apply less the agreed discount unless the list price valid at the time of performance by the supplier is more favourable for RAUMEDIC.

VI. Terms of payment

1. Place of performance for all payments shall be Münchberg.
2. Insofar as nothing to the contrary has been agreed, payments shall be made upon receipt of goods and invoice as follows:
up to 10th of the month to 25th of the month with 4,3 % discount
to 10th of the next month with 3,3 % discount
to 10th of the month following that without deduction
up to 25th of the month to 10th of the next month with 4,3% discount
to 25th of the next month with 3,3 % discount
to 25th of the month following that without deduction
3. Every payment shall be made subject to RAUMEDIC’s rights derived from any defects. RAUMEDIC is entitled to retain payment in whole or in part until such times as the faults have been rectified or other counterclaims from the entire business relationship have been satisfied. Payment shall mean neither acknowledgement, satisfaction nor waiving of warranty. This shall also apply in respect of the statement of receipt upon acceptance of goods.

VII. Production inspections, complaints

1. By checking production, the supplier shall ensure that his deliveries comply with RAUMEDIC’s technical specifications. The supplier shall undertake to make records of the inspections made and to archive all inspection, measurement and inspection results for a period of 10 years. RAUMEDIC shall be entitled at any time to inspect these documents and to make copies.
2. Complaints must be filed by RAUMEDIC within 12 weeks of receipt of the goods at the latest. Complaints in respect of concealed defects must be filed with the supplier 12 weeks within their being discovered.
In the case of larger quantities, the inspections of the goods by RAUMEDIC shall be restricted to random samples. Defects which are not discovered here shall be deemed to be concealed. Sections 377, 378 of the German Commercial Code (HGB) shall be modified insofar as this.

VIII. Warranty

1. The supplier shall provide a warranty of five and a half years on his deliveries and services as from passing of risk. He shall guarantee that during the term of his warranty his deliveries and services are
a) free from defects of any nature,
b) are fully suitable for the intended or agreed purpose and
c) exhibit the contractually agreed or warranted characteristics.
If the supplier has provided for or offered a longer or more far-reaching warranty, then this warranty provided or offered by the supplier shall apply. RAUMEDIC’s right of recourse to the supplier in respect of claims concerning redhibitory defects under Sections 478, 479 BGB (German Civil Code) shall remain unaffected. The supplier shall release RAUMEDIC from any warranty-related claims made by RAUMEDIC’s customer. The supplier shall furthermore release us from any claims by third parties in relation to defects in title. Defects in title shall be subject to a limitation period of 10 years.
2. Should a warranted event occur RAUMEDIC shall under all circumstances be entitled to demand a reduction in remuneration, withdrawal from contract, repair or fault-free replacement delivery including reimbursement of installation or dismantling costs as it so chooses. RAUMEDIC shall also be entitled to assert damage claims instead of the performance. The rights and claims of RAUMEDIC arising from negligence upon conclusion of contract, positive infringement of claims, inadmissible actions etc. shall remain unaffected hereby. If a repair or replacement delivery is made, the above mentioned warranty period with respect to the entire delivered goods and services shall be increased by the number of days on which the plant or equipment could not be used for more than 12 hours.
The supplier shall exempt RAUMEDIC from any claims which may arise from the law on liability for defective products.
3. In the event that delivered goods have to be recalled or serviced on the grounds of problems attributable to the supplier, the supplier shall bear all of the costs incurred by the recall or service activity. This shall also apply to costs charged to RAUMEDIC by its customers.
4. In urgent cases RAUMEDIC shall be entitled to repair or have repaired defects to an object of delivery at the expense of the supplier or to procure replacement from a third party without having to inform the supplier of the defect and the nature of its remedy prior thereto.
5. The purchase orders from RAUMEDIC are issued on the assumption that the supplier has insured the product risk in order to cover the possible products liability risk beyond the scope of his normal business liability insurance. The relevant insurance policy documents are to be shown to RAUMEDIC on demand.
6. RAUMEDIC shall be authorised to offset and assert rights of retention against all claims which have fallen due and not yet fallen due.

IX. Passing of risk

Risk shall pass to RAUMEDIC once the goods have been accepted at RAUMEDIC’s premises or the prescribed place of delivery. This shall also apply if RAUMEDIC has assumed the expense of forwarding in an individual case or the delivery has been made "ex factory".

X. Means of production, drawings, specifications

1. Means of production such as models, specimens, forging dies, tools, gauges, drawings, software and similar which RAUMEDIC places at the disposal of the supplier or which are produced by the supplier according to RAUMEDIC’s instruction, may be neither sold, pledged nor otherwise passed on to third parties nor used for third parties in any way. The means of production etc. shall become RAUMEDIC’s property upon procurement or manufacture by the supplier. Hand-over shall be replaced by the supplier keeping the means of production etc. free of charge on behalf of RAUMEDIC. The supplier must maintain, repair and where necessary renew the means of production at his own expense for the agreed serviceable life.
2. The means of production must be returned to RAUMEDIC upon request.
3. The specifications of work and services compiled by RAUMEDIC shall remain RAUMEDIC's property even after submission. They are protected by a RAUMEDIC copyright. In respect of their contents, XI.(1.) shall apply accordingly.

XI. Secrecy, property rights

1. The supplier shall undertake to treat all knowledge obtained on production etc. to which he becomes privy in connection with the performance of the order or a visit, as well as all drawings, orders and business relationships as a business secret and shall not in any way pass said knowledge on to third parties. These obligations to maintain secrecy shall be imposed on employees who are entrusted with the performance of the order by the supplier. Said employees shall also be notified of the contents of §§ 17 and 18 of the German Unfair Competition Act (UWG). Should the supplier, after obtaining RAUMEDIC’s prior consent, involve subcontractors or other vicarious agents, the supplier shall impose the same confidentiality obligations on such parties as the supplier itself is required to meet.
2. The supplier shall be liable for ensuring that the property rights of third parties are not infringed by the supply and use of the delivered goods and services, and shall also ensure that materials ordered are not subject to any property rights of third parties, particularly with regard to processes relating to their manufacture and application. Insofar as the supplier holds any own property rights pertaining to materials supplied, he shall notify RAUMEDIC accordingly. The same shall apply with regard to any existing property rights of third parties. The supplier shall undertake to exempt RAUMEDIC from any damage claims of third parties.
3. The know-how developed as part of an order, other findings etc., as well as any rights existing thereto shall appertain solely to RAUMEDIC. The supplier shall not be entitled to use this know-how or other findings for other customers without written consent.
The consent to do so shall not be refused arbitrarily. Insofar as the work results, or any parts thereof, from individual orders are capable of being protected by property right, these new property rights shall appertain solely to RAUMEDIC.

XII. Execution/Environmental Protection, Safety, Health Protection and Quality

1. The supplier shall be required to observe the recognised codes of practice and applicable statutory and official regulations as well as RAUMEDIC's operative rules and regulations. Unless the purchase order demands further-reaching requirements, goods must be supplied and work must be performed in accordance with the recognised code of practice, the provisions of any suppliers at a previous stage and, insofar as DIN, VDE, VDI, DVGW or equivalent standards exist, also in observance hereof. The goods to be supplied as well as the works to be performed must, at all events, be produced and finished in such a way that on the day of delivery they meet all applicable statutory and official regulations, including those contained in the German Act on equipment safety (Gerätesicherheitsgesetz) and those of environmental protection, and satisfy the regulations for the protection of accidents. In particular, the supplier shall be required to observe the rules and regulations of the employers' liability insurance association, the "General Regulations" ("Allgemeine Vorschriften") under BGVA 1 as well as the generally recognised code of safety and industrial medicine. Under the German Machine Ordinance (Maschinenverordnung) machines and technical working materials must be supplied with an EC Declaration of Conformity, including CE drawing or a manufacturer's declaration; a set of operating instructions must also be provided. They must furthermore conform to the standards appearing in lists A and B of the "General administrative provisions on the act relating to technical working materials" as well as other codes of safety practice and the rules and regulations of the employers' liability insurance association.
2. In the event that the supplier delivers substances that are hazardous substances within the meaning of the German Ordinance on Hazardous Substances (Gefahrstoffverordnung - GefStoffV)) or if the supplier delivers products the use of which may present the risk of such substances being released, the supplier shall undertake, without being asked, to furnish the EC Safety Data Sheet (Section 14 GefStoffV); the supplier is prohibited from using carcinogenic substances.

XIII. Assignment of claim, reservation of ownership, offset, venue

1. Without prior consent, the supplier is not authorised to sign over claims arising against RAUMEDIC or to arrange for collection by a third party. If, in violation of this clause, the supplier does in fact assign claims arising against RAUMEDIC to a third party without RAUMEDIC’s consent, the said assignment shall nevertheless be effective. However, RAUMEDIC may, at its own discretion, release itself from any obligation by making payments to the supplier or third party.
2. The supplier shall not have a reservation of ownership – irrespective of the form it may take – to the goods and services he delivers. All objects shall pass into the ownership of RAUMEDIC when they are handed over. Rights of lien, irrespective of their nature, such as contractor’s liens, shall not arise.
3. It shall only be possible to offset RAUMEDIC’s claims with counterclaims or exercise a right of retention if the counterclaim has been recognised in writing or has become res judicata.
4. RAUMEDIC shall be entitled to offset all its claims irrespective of the form they may take, against all claims the supplier has against a company of the RAUMEDIC Group. This shall also apply in the case of different due dates of the claim.
5. German civil law and commercial law shall apply. The application of the United Nations Sales Convention of 11.04.1980 shall be precluded.
6. In the event of an application being filed for bankruptcy proceedings against the assets of the supplier or a court or out-of-court composition proceedings being initiated, RAUMEDIC shall be entitled to rescind from the part of the contract that has not been satisfied.
7. The competence of the Local Court of Hof shall be agreed as venue for all disputes arising from orders placed, irrespective of the value of matter in dispute. However, RAUMEDIC shall also be entitled to bring action against the supplier at any venue which would otherwise be justified according to general provisions as it so chooses.