voestalpine Stahl GmbH - Logistik Service GmbH

voestalpine Stahl GmbH
voestalpine Purchasing Terms and Conditions for Products and Services
January 2011 edition
The following terms and conditions shall apply, insofar as no deviating agreements have been made.
1. Ordering
In the event of a protocol agreed with the Supplier, the contractual relationship with the Supplier shall come into force when an order is
made. Only those Buyers' orders issued in writing or by FAX are binding.
Our written approval is needed for any other agreements. The acceptance of any order is to be confirmed by the Buyer in writing on the
accompanying order confirmation, without the need for repetition of the order text. If the Supplier starts work on completion of the order
within 14 days – calculated from the dispatch date of the order �, then the completion of order shall be regarded, even without an order
confirmation, as accepted without reservation. Any deviations, in any commercial or technical respect, from the text of the order must be
listed on the order confirmation and, as is the case if any retrospective amendments are made by the Supplier, need our written
acknowledgement to have legal effect. The Supplier's delivery terms and conditions are only valid, if they have been expressly
recognised by us in writing.
2. Quality and environmental management
With the delivery of his products and services, the Supplier undertakes, as do his sub-contractors and suppliers, to apply quality and
environmental management guidelines in accordance with relevant ISO 9001, ISO TS 16949 (as they apply to automotive suppliers/subcontractors)
and/or ISO 14001 or EMAS. The Buyer reserves the right to monitor (audit) the Supplier's and his sub-contractor's/supplier's
quality and environmental systems at agreed times and, if necessary, to demand of the Supplier corrective and preventive measures.
Furthermore, the Supplier undertakes to keep abreast of the current status of our QSU policies and to advise and train his staff and
subcontractors/suppliers accordingly. The current status of our QSU policy can be found at our Internet website
www.voestalpine.com/stahl.
3. Prices and packaging
Insofar as there are no other stipulations in the order, the following pricing terms shall apply: Prices are net fixed prices, without VAT,
DDP at the specified destination, in accordance with INCOTERMS 2010, incl. documentation, technical inspection, primer, corrosion
protection, labelling, lettering, etc. A price reduction for supply FCA at the manufacturer's premises, in accordance with INCOTERMS
2010, is to be offered by the Supplier as an alternative.
Except for special stipulations, the product(s) are to be packaged as is standard in the trade, as fit for purpose and as sound. Packaging
timber imported into the EU must comply, in particular, with the International Standard for Plant Health (ISPM No. 15). Any loading
devices and packaging shall become our property. Any returns are to be made at the risk and expense of the Supplier. The transfer of
ownership shall take place at the same time as the transfer of risk as defined under INCOTERMS 2010.
4. Delivery time
All delivery dates (and interim dates) and terms are fixed. Fixed in this context means that in the event of a time over-run the Buyer is
entitled, if there is a danger of default or if there is a risk of loss, to implement at the Supplier's expense and risk a replacement without
imposing any time extension. However, before work begins, the Buyer shall inform the Supplier. If the Supplier acknowledges that he will
not keep to the agreed terms and dates, the Supplier undertakes to notify the Buyer without delay, providing the reasons for the delay
and the anticipated duration of the delay.
Delivery dates are only regarded as met, when the required documentation (e.g. technical, despatch and inspection documentation) have
been supplied in full.
5. Despatch and customs
In each case, please refer to the order for the applicable delivery terms and conditions and despatch regulations.
Delivery times for customs despatches: Mon – Thurs: 06.00 until 14.00 and Fri: 06.00 until 11.00
Customs Clearance location: Logistik Service GmbH, Alter Werksposten, Gaisbergstrasse, A-4020 Linz, Austria
In the event of any issues in need of clarification in respect of the delivery terms and conditions, please speak to the responsible buying
officer, for despatch regulations to Logistik Service GmbH, Tel. +43/732/65 98-36 55 Fax +43/732/69 80-36 55 or 25 20. In addition, for
deliveries from abroad a commercial invoice (in duplicate) and valid evidence of origin (such as a Movement Certificate, Certificate of
Origin, or similar) must be enclosed and/or stapled to the carriage documentation.
The full order number and indicated unloading point are to be shown clearly on the waybill, on the despatch papers intended specifically
for the recipient and also on the packaging itself (lettering, adhesive label).
The total weight (gross and net weight) must be stated on all despatch papers, invoices, etc. If a contract item number appears on an
order, then this must be shown on every document and on all delivery paperwork.
Obligatory declarations on CIM freight notes and marine freight lists:
- For certain notified goods deliveries by railway carriage or Danube vessel:
"Joint Goods Declaration in accordance with § 52 a, Para 2, Customs Act"
- In all other cases: "Customs clearance on site by the relevant customs office".
We will only cover transport insurance costs, if this has been expressly agreed. Any additional costs arising from completion of the order,
not covered by agreement or in INCOTERMS 2010, are to be met by the Supplier.
Furthermore, any special despatch and packaging guidelines arising from a separate case, as well as stipulations and/or customs
papers, are an integral part of these purchasing terms and conditions.
If our despatch, packaging, customs clearance and documentation regulations are not met, any resulting risks, losses or costs shall be
borne by the Supplier and the due date for invoice payments shall be deferred until fulfilment and/or presentation of the missing
documentation.
6. Packaging
For the materials listed on the order, the Supplier undertakes to use the best packaging not only in environmental terms, but also in
ease-of-use terms. Packaging that is classed as hazardous waste will be returned to the Supplier, without pre-payment and/or will be a
subject to a charge for disposal costs. Special arrangements excluded.

7. Warranty
The Supplier guarantees the proper and professional completion of deliveries and services. In the event of any defects, unless otherwise
agreed, the warranty period shall last for two years from start-up/handover. Irrespective of any other of our rights, if the Supplier does not
fulfil his obligations to us in the required period, we are entitled to rectify ourselves or through third parties, at the Supplier's expense, any
defects or damage. The Supplier's obligations shall not be affected by the above.
A notice of defect is regarded as reported in good time where there are
a) obvious defects, up to three months after the end of the warranty period
b) hidden defects, up to 2 months from discovery. In the case of goods normally kept packaged until use, hidden defects are those,
which only become apparent when removed from their packaging.
In the event of a replacement delivery or a repair, the warranty term starts afresh and the warranty period as agreed here applies.
8. Liability
Under Product Liability Law the Supplier bears unlimited liability for any losses. No restrictions of any kind on the Buyer's claims for
damages under this law or any other terms and conditions are recognised.
9. Invoicing
Invoices are to be submitted in duplicate with a copy of the delivery advice note, construction invoices are to be in triplicate. Clearly
visible on the invoice should be the order number, partner number with us, etc. Service invoices should also be accompanied by the
service confirmation sheets.
Regardless of the above, Point 4 also applies to consignments subject to customs clearance.
For inland business, the invoice should be submitted with the VAT percentage rate, showing clearly the actual VAT amount, even for
invoices valued at below EUR 100,00. The invoice is to be addressed to the Buyer. If addressed in any other way, the invoice shall only
be regarded as received, when it has arrived at the Buyer's premises.
10. Payment
Unless agreed otherwise, we pay our suppliers within 45 days after receipt of invoice and an adequate and orderly delivery/service
performance with a 2 % discount, or 90 days net, by our choosing, in cash, special 3-month bill of exchange or customer bill of
exchange.
We reserve the right to extend our bill of exchange once for a further 3 months.
The Supplier confirms his agreement to an offsetting of claims and liabilities of all kinds. This offsetting right applies also to claims and
liabilities in respect of companies, which belong to the same group as the Buyer.
The assignment of supplier claims is only permissible with our express written permission. Cash-on-delivery consignments will not be
accepted (excepting special written agreements).
Complaints in respect of delivery/service entitle us to withhold due payments.
Any interest on payment in arrears is agreed at 5 % p.a.
11. Enquiries, order documentation, secrecy
All enclosures accompanying our queries or orders (e.g. plans, prototypes, models, etc.) remain our property and may not be used in any
other way without our written permission; they are to be returned to us with the quotation or upon completion of the order without the
need for a request. The use of the order for publicity purposes is not permitted. The order and any related details, documents, etc. are to
be handled in confidence as our company secret. From the start of our enquiry, no reimbursement will be given for preparing quotations,
plans, etc. The submission of a quotation includes the acceptance that technical documentation required for the quotation, etc., for
technical examination may be made available to engineering partners, with due protection in respect of secrecy and transferability,
without any claims against us. Quotation documents will not be returned.
12. Miscellaneous
a) The Buyer reserves for the end user and /or its inspection bodies the right to carry out at any time in the Supplier's and his subcontractor's
offices, fabrication units and warehouses scheduling checks and also technical interim and final inspections during the
design, planning, manufacturing and delivery preparation (including packaging checks) and to reject faulty documentation and materials.
These checks and inspections do not relieve the Supplier of his responsibilities.
b) Any sub-contractors, except those supplying standard parts, are to be notified to, and approved, by the Buyer.
c) The Supplier indemnifies and holds us harmless from and against any claims connected with order fulfilment in respect of patents and
the other third-party rights.
13. Place of jurisdiction
The place of jurisdiction shall be the Buyer's legally authorised court of justice in Linz, Austria, or, if the Buyer so chooses, the legally
authorised court of justice at the Supplier's head office. The Supplier is obliged to confirm to us in writing at any time upon request the
existence of this place of jurisdiction agreement.
14. Applicable law
If any issues need clarification in respect of the interpretation of these purchasing terms and conditions, in the event of court proceedings
or for any other circumstances not covered in these purchasing terms and conditions, only Austrian law shall apply, but excluding the
principles of conflicts in law and the United Nations Convention on Contracts for the International Sale of Goods in its latest version.
15. Correspondence
In any correspondence, please always state the full order number (and/or enquiry number), and also any references and the date of any
previous correspondence. Enquiries to be addressed only to the Buyer.