Conditions of Purchase (01.07.2018)
- These conditions apply insofar as nothing else is expressly agreed in writing, even in an ongoing business relationship without particular allusion or reference to them, especially also in the case spoken or telephone-based call-off or follow-up orders. It is not necessary to make renewed reference to these purchasing terms and conditions for future orders.
- The application of the general terms and conditions of the supplier, where these are worded otherwise remains excluded for this order and all subsequent orders. The validity of such other conditions is expressly contradicted.
- The supplier is advised, in accordance with the conditions of the European General Data Protection Regulation, that RAUMEDIC processes the necessary personal and company data with the aid of electronic data processing equipment for the purpose of the handling of the commercial relations.
- The following ranking applies to the kind and scope of the mutual services:
- the conditions of the order
- the contractual conditions further listed in the order
- the special business conditions for the purchase of plant, machinery, tooling and equipment (if appropriate)
- these purchasing terms and conditions
- The supplier acknowledges that the “Sustainability agreement for suppliers of the RAUMEDIC Group,” which can be found here, is part of the agreement.
- The supplier acknowledges that the “Data Protection Guideline the RAUMEDIC Group,” which can be found here, is part of the agreement.
II. Order and Order Confirmation, Proof of Origin
- The orders awarded by RAUMEDIC are only valid, if they are made in writing and are signed by an authorised representative of RAUMEDIC. Spoken agreements and agreements made by phone must be confirmed in writing in order to be binding. IT created orders do not need to be signed.
- The supplier must upon request confirm the order in writing. The order confirmation must reproduce all the details of the order. In turn, modifications to RAUMEDIC orders are only classed as approved, if they are confirmed in writing by RAUMEDIC.
- The supplier undertakes, with the acceptance of this order, to permit the checking of proof of origin and supplier declarations by the customs authority and both to issue any information necessary for this purpose as well as to procure any possibly required official confirmations (data sheets). When delivering goods of EU origin, the necessary proof is provided by the sending of a supplier declaration in accordance with EC Ordinance 1207/2001 of 11.06.2001. When delivering goods of preferential origin, a EUR.1 movement certificate or declaration of origin must be attached to the invoice. Moreover, the supplier undertakes to pay compensation to RAUMEDIC, in accordance with the amount due to him should the declared origin not be recognize by the responsible authorities.
You can find information about filling out a Supplier Declaration here.
III. Delivery Time
- The agreed delivery deadlines are to be met by the supplier, accurately and without fail. They are not subject to any grace period.
- Force majeure events as well as strikes, lock-outs, operational disruptions, of whatever type and whatever cause, as well as other such unforeseen events, which make the acceptance and/or the processing of the ordered goods significantly more difficult, especially due to stagnation of the market, give RAUMEDIC the right to postpone the acceptance terms or to withdraw from the contract without the supplier receiving and right to claim for losses. The supplier must make known any such events immediately.
- If the delivery time is exceeded, the supplier is, without any reminder, immediately in arrears. Irrespective of any legal rights owing to RAUMEDIC, the contractual penalty of 0.5% of the order value is, as agreed, applied for every week or part of a week of the exceeded deadline, up to a maximum, however, of 5% of the order value. This contractual penalty can also be applied upon acceptance of the delivery up to the amount of the final payment, without it requiring a caveat for the receipt.
- Irrespective of the legal or above agreed rights of RAUMEDIC, the supplier is obliged to inform RAUMEDIC immediately, when it is apparent that he cannot adhere to the delivery date.
IV. Delivery, Delivery Note and Invoice
- The place of delivery is the address of the receiver specified in the order. Part-deliveries, over and under-deliveries are not permissible.
- Insofar as not otherwise agreed in writing, shipping is in all cases at the expense and risk of the supplier. Deliveries, other than those for which strictly freight-free delivery is agreed, must always be sent over the most economical routes. All additional costs resulting from these regulations as well as costs for carriage etc. at the dispatch location are not recognized.
- Goods deliveries by motor vehicle are only accepted by the recipient from Monday to Thursday in the time between 7.30 and 15.30, Fridays from 7.30 until 14.30.
- The delivery note is to be enclosed with the goods consignment. The invoice is to be sent to the invoice address specified on the order. Delivery note and invoice must be provided with the RAUMEDIC order number.
- Invoices are to be sent separately from the consignment as a single copy to RAUMEDIC.
- The agreed prices are, if not otherwise noted in the order, fixed prices. They apply freight, packaging and exempt from duty at the address of the recipient.
- Should it be necessary, to issue orders without a prior price agreement, then, in the case of an on-going business relationship, the prices of the previous order apply. Otherwise, the list price of the supplier which was valid at the time of ordering, minus any agreed discount, applies; unless the list price at the time of fulfilment of the order by the supplier is more favourable to RAUMEDIC.
VI. Payment Terms and Conditions
- The place of payment for all payments is Münchberg.
- Unless otherwise agreed, payments shall be made in net in 30 days, or with a 2% cash discount in 14 days, as of receipt of the goods or invoice.
- Each payment is made under reserve of the right of RAUMEDIC in respect of any shortcoming. RAUMEDIC is entitled, to hold back any payment in full or in part to clear any deficiencies or to fulfil other counter claims arising from the overall business relationship. A payment means neither recognition, fulfilment or, foregoing of any guarantee; this applies also in respect of the receipt acknowledgement on the occasion of goods acceptance.
VII. Manufacturing Inspections, Notice of Defects
- Through its works inspection, the supplier ensures that its deliveries meet the technical delivery conditions of RAUMEDIC. The supplier undertakes that it will keep records of the executed inspections and archive all inspection, measurement and checking results for 10 years. RAUMEDIC is entitled at any time to inspect these documents and make copies.
- RAUMEDIC shall inspect the supplied goods only as regards quantity, item number and obvious damage in transit, and report any defects or discrepancies, within 2 weeks of receiving the goods. Hidden defects shall be reported to the supplier within 5 business days of being discovered.
In the case of large quantities, the inspection of the goods by RAUMEDIC shall be limited to random samples. Defects not discovered as part of that shall be classed as hidden. Section 377 of the German Commercial Code (HGB) is modified in this regard.
VIII. Guarantee and Warranty
- The supplier shall assume a warranty of 3 years as of the passage of risk for its deliverables and services to the effect that its deliverables and services during the warranty period
a) free from defects of any kind,
b) fully suitable for the intended or agreed purpose,
c) only of materials and raw materials, that are suitable for the application in Medical Devices,
d) in accordance with the best demonstrated available technology, generally accepted technical, health safety and relevant medical and pharmaceutical regulations of authorities and professional associations and in accordance with the current legislation and regulations, and
e) have the contractually agreed or warranted properties.
If the supplier has provided or offered a longer or more extensive warranty or guarantee on its own initiative, this warranty/guarantee provided or offered by the supplier shall apply. Rights of recourse by RAUMEDIC against the supplier due to claims for defects in accordance with Sections 478 and 479 of the German Civil Code (BGB) shall remain unaffected. If the end customer is not a consumer but an entrepreneur, Sections 445a and 445b of the German Civil Code (BGB) shall apply mutatis mutandis (as of January 1, 2018). The supplier shall indemnify RAUMEDIC against all claims of the RAUMEDIC customer in relation to the warranty. The supplier shall also indemnify RAUMEDIC against any existing claims of third parties due to legal imperfections in title. A limitation period of 3 years shall apply to legal imperfections in title.
- If it has a claim under the warranty, RAUMEDIC shall be entitled in each case to choose whether to reduce the payment (reduction), withdraw from the contract, or demand rectification of defects or a replacement that is free of defects, including compensation for the installation and dismantling removal costs. In addition RAUMEDIC can claim compensation for damages instead of the service. The rights and claims of RAUMEDIC arising from culpa in contrahendo (“fault in conclusion of a contract”), breach of contract, unlawful act, etc. shall remain unaffected. If defects are rectified or a replacement is delivered, the above warranty period shall begin anew for the entire delivery item, unless the defects were rectified out of goodwill or the defect is due to a cause other than the rectified defect. The supplier shall indemnify RAUMEDIC against all and any claims arising from legal liability for defective products (under the German Product Liability Act – Produkthaftungsgesetz).
- If recalls or service actions occur due to problems in the supplier's delivery items, then the supplier bears all costs arising insofar as the problems covered by the supplier. This also applies to costs, which RAUMEDIC is charged by its customers.
- In urgent cases, RAUMEDIC shall be entitled to repair defects in a delivery item, or have them repaired, at the cost of the supplier or to procure a replacement from a third party, without needing to notify the supplier in advance of the defect and how it is remedied.
An urgent case exists if there is:
a) danger to life and limb,
b) imminent failure to deliver or delivery bottlenecks or
c) imminent damage exceeding 10 times the annual value of the goods procured by the supplier per calendar year.
- The orders from RAUMEDIC assume that the supplier has, to cover any possible product liability risk, insured the product risk within the scope of his normal business liability insurance. RAUMEDIC can request to see any corresponding insurance policies.
- Due to any payable or non-payable claims that RAUMEDIC makes against the supplier, is entitled to apply the right of retention (of goods) for settlement or enforcement purposes.
IX. Passing of Risk
In all cases the risk passes to RAUMEDIC upon receipt of the goods by RAUMEDIC or at the specified place of delivery. This also applies, if RAUMEDIC has accepted shipping costs in an individual case or delivery is "ex works".
X. Means of Production, Drawings, Specifications
- Means of production such as models, samples, dies, tooling, jigs, drawings, software, etc., which are made available by RAUMEDIC to the supplier or are manufactured by the supplier according to the specifications of RAUMEDIC, may not be disposed of to third parties, bonded or forwarded for the use of third parties in any other way, without the consent of RAUMEDIC. The means of production etc., become with their purchase or manufacture by the supplier, the property of RAUMEDIC. Transfer is replaced in that the supplier stores the means of production, etc. for RAUMEDIC free of charge. The supplier must repair, maintain and, during the agreed service life, renew the means of production at this own cost.
- The means of production shall be surrendered to RAUMEDIC upon its request at the supplier’s expense.
- The specifications drawn up by RAUMEDIC remain, even after transfer, the property of RAUMEDIC. They remain copyrighted to RAUMEDIC. Section XI, sub-section 1 applies to the content.
XI. Non-disclosure, Industrial Property Rights
- The supplier is obliged to treat as a trade secret all knowledge relating to the manufacture etc., that is obtained in conjunction with the execution of the order or a visit, as well as all drawings, orders and business relations as and in no way to make third parties aware of such matters. Staff and employees, who are entrusted by the supplier with the execution of the order, are enjoined by the this duty of secrecy and must be instructed in the sense of sections 17, 18 of the Act Against Unfair Practices (UWG). Should the supplier, with the prior agreement of RAUMEDIC, involve subcontractors or other such servants, the supplier must impose the same duty of secrecy on them as exists for himself.
- The supplier is liable for ensuring that through the delivery and use of the delivery items the industrial property of third parties is not infringed. He also guarantees that the ordered material is free from third party industrial property rights, in particular relating to production and use processes. Should the supplier have his own industrial property in respect of the delivered materials, he will inform RAUMEDIC in good time of such a fact, the same applies to third party industrial property. The supplier undertakes to release RAUMEDIC from all possible third party claims for damages.
- Know-how, other such knowledge etc. developed within the scope of an order as well as all rights thereto accrue to RAUMEDIC alone. The supplier is not authorised to use this know-how or other knowledge for other customers without written consent.
The consent to this may not be arbitrarily denied. Insofar as the results of the work or parts thereof from individual orders are patentable, these new industrial property rights accrue to RAUMEDIC alone.
XII. Implementation / Environmental Protection, Safety and Occupational Health and Quality
- The supplier must consider the acknowledged rules of the technology and the relevant valid legal and official regulations as well the RAUMEDIC's operating rules and regulations. Insofar as that within the order no other requirements are set, the deliverables and services are to be supplied and executed in accordance with the acknowledged rules of the technology, the regulations of any pre-suppliers, and, insofar as DIN, VDE, VDI, DVGW or other equivalent standards exist, in conformity with them. The delivery items, as also the service, are respectively to be created and equipped, so that on the day of delivery, all valid legal and official regulations, including those of the (German) Equipment Safety Law and health & safety and environmental protection legislation are conformed to. In particular the supplier must observe the regulations and rules of the industrial injuries corporation, the "General Rules" BGVA 1 as well as the generally recognized safety technology and vocational health rules. Machinery and technical working materials are to be supplied conforming to the Machinery Ordinance with an EC conformity declaration including CE marking or a manufacturer's declaration; in addition an operating manual is to be enclosed. They must also conform to the standards in lists A and B of the "General Administrative Regulation for the Act on Technical Equipment" as well as other rules with safety-related content and the regulations and rules of the employer's liability insurance association.
- In the event that the supplier delivers substances that are hazardous in the sense of the Hazardous Substances Ordinance, or if he supplies products, in the use of which the release of such substances cannot be excluded, the supplier is obliged, to make the corresponding EC Safety Data Sheet (section 14, Hazardous Substances Ordinance) available, unrequested and prior to the delivery; the use of carcinogenic substances by the supplier is forbidden.
XIII. Assignment of Claim, Retention of Title, Charging, Court of Jurisdiction
- The supplier is not permitted, without prior consent, to assign his claims against RAUMEDIC or to permit them to be collected by third parties. If the supplier assigns his claims against RAUMEDIC, in contravention of paragraph 1, to a third party without RAUMEDIC's consent, then the assignment is anyhow effective, RAUMEDIC can however, if it so desires act with releasing effect against the supplier or the third party.
- The supplier has no retention of title, of whatever form, over the items delivered by himself. All items become the property of RAUMEDIC upon transfer. Liens, of whatever type, even contractor's liens do not arise.
- The charging of counter-claims or the exercising of a right of retention against claims from RAUMEDIC is only permitted if the counter-claim is acknowledged in writing or legally established.
- RAUMEDIC is entitled to set off all claims, of whatever type, against all claims of the supplier which exist against a company within the RAUMEDIC group, even with maturities different to that of the claim.
- German civil and trade law applies. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11.04.80 is excluded.
- If an insolvency procedure relating to the supplier's assets exists or an extrajudicial settlement procedure is applied for, RAUMEDIC is entitled to withdraw from the non-fulfilled part of the contract.
- The court of jurisdiction for all disputes arising from the awarded orders, is agreed as the responsibility of the county court Hof, irrespective of the amount in dispute. RAUMEDIC is however authorised to select, to bring an action against the supplier, wherever a legal venue for such a case is founded according to the general regulations.