General Purchasing Conditions of
REAL ALLOY Germany GmbH
for metals, master alloys and salts
1. Conclusion of contractsOnly our written orders are binding for us. Oral agreements require written confirmation. Automatically processed orders containing a respective declaration are binding without signature. These General Purchasing Conditions shall apply to any and all of our orders under exclusion of the general terms and conditions of the supplier.
Our conditions apply only vis-à-vis undertakings in the meaning of § 14 para. 1 BGB (German Commercial Code).
2. Fulfillment of contracts
Force majeure as well as any other occurrences causing restraints or termination of our businesses, e.g. war, uprising, seizure and other measures of public authorities, strikes, lock-out, fire, natural occurrences, extraordinary changes to the market etc. allow us to postpone our contractual obligations for an appropriate time or to cancel the contract. In this case, claims for damages cannot be made. The supplier is obligated to immediately inform us in writing if circumstances can be recognized, for which the agreed delivery time cannot be kept. No rights of the supplier shall follow from such notice.
3. Shipping/Acceptance of goods
The delivery including the unloading is executed free of charge at our plant, the risk being carried by the supplier. The delivery address designated by us as well as order number and division (“Abteilung”) have to be inserted into all letters, delivery notices, freight letters, documents accompanying the goods, addresses for packages, bills etc. In the case of delivery of chemicals or hazardous goods, the order confirmation or at the latest the delivery itself has to be accompanied by the applicable DIN security data documents. The notice of dispatch has to be handed over to the mail delivery service in two copies timely enough to provide for its arrival before arrival of the delivery. The dispatch notice has to make reference to order number, charge or fabrication number of the supplier as well as the precise description of content with regard to pieces, weight and measure. Upon delivery of the goods in our goods receiving department the delivery must be accompanied by a delivery note. Upon our demand the supplier is obligated to collect and take back any packaging material free of charge.
4. Rescission of contract
If the delivered goods do not comply with the agreement or – in the absence of a particular contractual definition – do not comply with the characteristics and quantities typical for the line of business, we shall have the right to withdraw from the contract. Any potential additional cost incurred by us in the course of replacement purchases shall be borne by the supplier. Any further claims for delay in delivery etc. are herewith reserved.
In case the delivered goods are defective or do not comply to the agreed characteristics, we shall notify the supplier hereof as soon as possible. This shall in particular apply to complaints, which can only be made after use of the material. We reserve the right, after having notified the supplier, to carry out potential rectification works ourselves at the expense of the supplier or to return the delivery and claim a replacement delivery or rectification. In case the defect can only be discovered in the course of the handling or processing or at the time of putting into operation, we shall be entitled to also claim compensation for our fruitless work efforts. The return of defective goods or goods not complying with the agreed characteristics occurs at the expense and risk of the supplier. With regard to the services provided or the goods delivered by him, the supplier warrants that for the duration of at least one year – in case of longer warranty periods provided for by law, such longer periods shall apply – and after rectification of notified defects, the goods shall in the course of use or operation not show any defects and shall have the characteristics stated by the supplier. The necessary rectification works or replacement deliveries have to be executed immediately and free of charge. The supplier further warrants that the services and goods provided by him comply with the legal requirements of labor protection and the prevention of work accidents, in particular that any required safety devices are contained in the delivery, even if individual parts, required for the faultless operation are not expressly listed in the order. Furthermore, the supplier warrants that he shall carry out any deliveries or services in accordance with the terms of the respective and competent trade association.
The quantities, weights and number as established by us shall be decisive for the payment of invoices. In the absence of any agreement, invoices shall be paid within fourteen days after delivery and receipt of the invoice with a 2 % discount or without discount after 30 days at our choice, provided that until that point of time we were able to ascertain the compliance of the delivery with the respective requirements. The maturity of the invoices shall be calculated as of the day of receipt of the invoice and the goods.
The supplier warrants that in the course of the fulfillment of the order neither patents nor industrial property rights are infringed. The supplier has to compensate any and all disadvantages occurred by us with regard to the deliveries and services provided by him in consequence of any infringement of industrial property rights. Potential royalties for patents and licenses are contained in the price.
Drawings, tools and static calculations have to be supplied to us upon demand in the required quantity. Any drawings and tools provided by us remain in our property and without our express written consent may neither wholly nor partially be used, reproduced or made available to third parties. The supplier shall at his own expense insure the tools and models remaining in our property against damages by fire, water and theft.
Any assignment of the claim for payment against us deriving from the order or any partial or entire fulfillment of the order by subcontractors are only permitted with our written consent. The use of orders for promotion purposes is not permitted. The use for the purpose of demonstrating the course of business of the supplier in reports and publications is prohibited.
In case any provision of the contract should be invalid or unenforceable, such shall not affect the validity of the remaining contract. The parties undertake to replace the invalid or unenforceable provision by a valid or enforceable provision coming closest to the meaning and purpose of the provision to be replaced as far as possible.
11. Data protection
We herewith give notice that personal data obtained in the context of our business relations or in connection therewith, irrespective of whether such data appertains to the supplier or third parties, shall be processed in the meaning of the Federal Data Protection Act ("Bundesdatenschutzgesetz").
12. Place of performance/Jurisdiction/Provisions of law
Place of performance shall be our receiving plant as described on the front-side of this paper. Place of jurisdiction for any disputes before the Local Court shall be the Local Court of Grevenbroich and for any disputes before Regional Courts shall be the Regional Court of Mönchengladbach. The laws of the Federal Republic of Germany shall apply. The applicability of the laws on the international sale of goods and the conclusion of international purchase contracts with regard to goods shall be excluded
Version: January 2003