voestalpine Stahl GmbH - Logistik Service GmbH
voestalpine Stahl GmbH - Logistik Service GmbH
voestalpine Stahl GmbH - Logistik Service GmbH
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<strong>voestalpine</strong> <strong>Stahl</strong> <strong>GmbH</strong><br />
<strong>voestalpine</strong> Purchasing Terms and Conditions for Products and <strong>Service</strong>s<br />
January 2011 edition<br />
The following terms and conditions shall apply, insofar as no deviating agreements have been made.<br />
1. Ordering<br />
In the event of a protocol agreed with the Supplier, the contractual relationship with the Supplier shall come into force when an order is<br />
made. Only those Buyers' orders issued in writing or by FAX are binding.<br />
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<br />
accompanying order confirmation, without the need for repetition of the order text. If the Supplier starts work on completion of the order<br />
within 14 days – calculated from the dispatch date of the order �, then the completion of order shall be regarded, even without an order<br />
confirmation, as accepted without reservation. Any deviations, in any commercial or technical respect, from the text of the order must be<br />
listed on the order confirmation and, as is the case if any retrospective amendments are made by the Supplier, need our written<br />
acknowledgement to have legal effect. The Supplier's delivery terms and conditions are only valid, if they have been expressly<br />
recognised by us in writing.<br />
2. Quality and environmental management<br />
With the delivery of his products and services, the Supplier undertakes, as do his sub-contractors and suppliers, to apply quality and<br />
environmental management guidelines in accordance with relevant ISO 9001, ISO TS 16949 (as they apply to automotive suppliers/subcontractors)<br />
and/or ISO 14001 or EMAS. The Buyer reserves the right to monitor (audit) the Supplier's and his sub-contractor's/supplier's<br />
quality and environmental systems at agreed times and, if necessary, to demand of the Supplier corrective and preventive measures.<br />
Furthermore, the Supplier undertakes to keep abreast of the current status of our QSU policies and to advise and train his staff and<br />
subcontractors/suppliers accordingly. The current status of our QSU policy can be found at our Internet website<br />
www.<strong>voestalpine</strong>.com/stahl.<br />
3. Prices and packaging<br />
Insofar as there are no other stipulations in the order, the following pricing terms shall apply: Prices are net fixed prices, without VAT,<br />
DDP at the specified destination, in accordance with INCOTERMS 2010, incl. documentation, technical inspection, primer, corrosion<br />
protection, labelling, lettering, etc. A price reduction for supply FCA at the manufacturer's premises, in accordance with INCOTERMS<br />
2010, is to be offered by the Supplier as an alternative.<br />
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<br />
timber imported into the EU must comply, in particular, with the International Standard for Plant Health (ISPM No. 15). Any loading<br />
devices and packaging shall become our property. Any returns are to be made at the risk and expense of the Supplier. The transfer of<br />
ownership shall take place at the same time as the transfer of risk as defined under INCOTERMS 2010.<br />
4. Delivery time<br />
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<br />
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<br />
imposing any time extension. However, before work begins, the Buyer shall inform the Supplier. If the Supplier acknowledges that he will<br />
not keep to the agreed terms and dates, the Supplier undertakes to notify the Buyer without delay, providing the reasons for the delay<br />
and the anticipated duration of the delay.<br />
Delivery dates are only regarded as met, when the required documentation (e.g. technical, despatch and inspection documentation) have<br />
been supplied in full.<br />
5. Despatch and customs<br />
In each case, please refer to the order for the applicable delivery terms and conditions and despatch regulations.<br />
Delivery times for customs despatches: Mon – Thurs: 06.00 until 14.00 and Fri: 06.00 until 11.00<br />
Customs Clearance location: <strong>Logistik</strong> <strong>Service</strong> <strong>GmbH</strong>, Alter Werksposten, Gaisbergstrasse, A-4020 Linz, Austria<br />
In the event of any issues in need of clarification in respect of the delivery terms and conditions, please speak to the responsible buying<br />
officer, for despatch regulations to <strong>Logistik</strong> <strong>Service</strong> <strong>GmbH</strong>, Tel. +43/732/65 98-36 55 Fax +43/732/69 80-36 55 or 25 20. In addition, for<br />
deliveries from abroad a commercial invoice (in duplicate) and valid evidence of origin (such as a Movement Certificate, Certificate of<br />
Origin, or similar) must be enclosed and/or stapled to the carriage documentation.<br />
The full order number and indicated unloading point are to be shown clearly on the waybill, on the despatch papers intended specifically<br />
for the recipient and also on the packaging itself (lettering, adhesive label).<br />
The total weight (gross and net weight) must be stated on all despatch papers, invoices, etc. If a contract item number appears on an<br />
order, then this must be shown on every document and on all delivery paperwork.<br />
Obligatory declarations on CIM freight notes and marine freight lists:<br />
- For certain notified goods deliveries by railway carriage or Danube vessel:<br />
"Joint Goods Declaration in accordance with § 52 a, Para 2, Customs Act"<br />
- In all other cases: "Customs clearance on site by the relevant customs office".<br />
We will only cover transport insurance costs, if this has been expressly agreed. Any additional costs arising from completion of the order,<br />
not covered by agreement or in INCOTERMS 2010, are to be met by the Supplier.<br />
Furthermore, any special despatch and packaging guidelines arising from a separate case, as well as stipulations and/or customs<br />
papers, are an integral part of these purchasing terms and conditions.<br />
If our despatch, packaging, customs clearance and documentation regulations are not met, any resulting risks, losses or costs shall be<br />
borne by the Supplier and the due date for invoice payments shall be deferred until fulfilment and/or presentation of the missing<br />
documentation.<br />
6. Packaging<br />
For the materials listed on the order, the Supplier undertakes to use the best packaging not only in environmental terms, but also in<br />
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<br />
subject to a charge for disposal costs. Special arrangements excluded.
7. Warranty<br />
The Supplier guarantees the proper and professional completion of deliveries and services. In the event of any defects, unless otherwise<br />
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<br />
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<br />
defects or damage. The Supplier's obligations shall not be affected by the above.<br />
A notice of defect is regarded as reported in good time where there are<br />
a) obvious defects, up to three months after the end of the warranty period<br />
b) hidden defects, up to 2 months from discovery. In the case of goods normally kept packaged until use, hidden defects are those,<br />
which only become apparent when removed from their packaging.<br />
In the event of a replacement delivery or a repair, the warranty term starts afresh and the warranty period as agreed here applies.<br />
8. Liability<br />
Under Product Liability Law the Supplier bears unlimited liability for any losses. No restrictions of any kind on the Buyer's claims for<br />
damages under this law or any other terms and conditions are recognised.<br />
9. Invoicing<br />
Invoices are to be submitted in duplicate with a copy of the delivery advice note, construction invoices are to be in triplicate. Clearly<br />
visible on the invoice should be the order number, partner number with us, etc. <strong>Service</strong> invoices should also be accompanied by the<br />
service confirmation sheets.<br />
Regardless of the above, Point 4 also applies to consignments subject to customs clearance.<br />
For inland business, the invoice should be submitted with the VAT percentage rate, showing clearly the actual VAT amount, even for<br />
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<br />
be regarded as received, when it has arrived at the Buyer's premises.<br />
10. Payment<br />
Unless agreed otherwise, we pay our suppliers within 45 days after receipt of invoice and an adequate and orderly delivery/service<br />
performance with a 2 % discount, or 90 days net, by our choosing, in cash, special 3-month bill of exchange or customer bill of<br />
exchange.<br />
We reserve the right to extend our bill of exchange once for a further 3 months.<br />
The Supplier confirms his agreement to an offsetting of claims and liabilities of all kinds. This offsetting right applies also to claims and<br />
liabilities in respect of companies, which belong to the same group as the Buyer.<br />
The assignment of supplier claims is only permissible with our express written permission. Cash-on-delivery consignments will not be<br />
accepted (excepting special written agreements).<br />
Complaints in respect of delivery/service entitle us to withhold due payments.<br />
Any interest on payment in arrears is agreed at 5 % p.a.<br />
11. Enquiries, order documentation, secrecy<br />
All enclosures accompanying our queries or orders (e.g. plans, prototypes, models, etc.) remain our property and may not be used in any<br />
other way without our written permission; they are to be returned to us with the quotation or upon completion of the order without the<br />
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<br />
be handled in confidence as our company secret. From the start of our enquiry, no reimbursement will be given for preparing quotations,<br />
plans, etc. The submission of a quotation includes the acceptance that technical documentation required for the quotation, etc., for<br />
technical examination may be made available to engineering partners, with due protection in respect of secrecy and transferability,<br />
without any claims against us. Quotation documents will not be returned.<br />
12. Miscellaneous<br />
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<br />
offices, fabrication units and warehouses scheduling checks and also technical interim and final inspections during the<br />
design, planning, manufacturing and delivery preparation (including packaging checks) and to reject faulty documentation and materials.<br />
These checks and inspections do not relieve the Supplier of his responsibilities.<br />
b) Any sub-contractors, except those supplying standard parts, are to be notified to, and approved, by the Buyer.<br />
c) The Supplier indemnifies and holds us harmless from and against any claims connected with order fulfilment in respect of patents and<br />
the other third-party rights.<br />
13. Place of jurisdiction<br />
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<br />
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<br />
existence of this place of jurisdiction agreement.<br />
14. Applicable law<br />
If any issues need clarification in respect of the interpretation of these purchasing terms and conditions, in the event of court proceedings<br />
or for any other circumstances not covered in these purchasing terms and conditions, only Austrian law shall apply, but excluding the<br />
principles of conflicts in law and the United Nations Convention on Contracts for the International Sale of Goods in its latest version.<br />
15. Correspondence<br />
In any correspondence, please always state the full order number (and/or enquiry number), and also any references and the date of any<br />
previous correspondence. Enquiries to be addressed only to the Buyer.