General terms and conditions
General conditions of sale, delivery and payment
- 1.1 - All of our offers are based on our Terms and Conditions of Trading, which are the sole basis on which we accept any orders. We do not accept the validity of any of the terms and conditions of trading of our business partners.
- 1.2 - On issuing an order or accepting deliveries, the purchaser recognises the validity of our terms and conditions of trading not only for the transaction, but also for all future transactions.
- 2.1 - Our offers are subject to change in the sense that a contract is only agreed if and when we accept the order.
- 2.2 - Subsidiary agreements for our offers and confirmations of orders must be confirmed by us in writing to be valid.
- 2.3 If a contract is agreed for ongoing deliveries, call-offs and the corresponding type allocation for approximately equal monthly quantities will be agreed. The purchaser undertakes to accept the agreed quantities at the agreed prices. Additional quantities or reduced quantities from specific special production up to 10% of the total quantity will be accepted by the purchaser, in so far as interests of the purchaser do not prevail. The individual deliveries will be invoiced by the purchaser after that particular delivery. In the case of delayed acceptance of the agreed date, the purchaser undertakes to pay to WASI the pro-rata warehouse storage costs and borrowing costs until full acceptance. The warehouse costs and borrowing costs are calculated as follows: € 25.00 per month for each space used.
WASI will defer the payment of the corresponding purchase price until the respective acceptance by the purchaser of the individual call-off.
- 2.4 - We are entitled to process all the legally protected data relevant to the purchaser within the limits of the statutory legal provisions.
- 3.1 - Pictures, drawings, dimensions and weights appearing in catalogues, price lists or other printed matter are approximate values customary in the trade. We reserve the right to make changes to the design and material that are urgently necessary for technical and design reasons, insofar as such changes are reasonable for the purchaser, taking into account the intended purpose of the goods.
- 3.2 - We reserve the right to make over or under-deliveries of up to 10%.
- 3.3 - Works or acceptance certificates are issued only on request and will be charged for.
- 4.1 - We have the right to withdraw from the contract if its performance comes to involve technical difficulties that are insuperable, or where overcoming these difficulties would incur expense that is disproportionately high compared to the value of the goods to be delivered, or if circumstances come to our attention that lead us to doubt the credit-worthiness of the purchaser.
- 4.2 - We are also entitled to withdraw in the case of force majeure. Strikes, lockouts and similar circumstances are equivalent to force majeure.
- 5.1 - Our prices are for delivery ex works excluding VAT, packaging, customs duties, any subsidiary import costs and insurance.
- 5.2 - We reserve the right to subsequent billing in the event of changes to alloy surcharges after conclusion of the contract but before delivery.
- 6.1 - Delivery periods are only agreed approximately. If a delivery is delayed due to circumstances beyond our personal control, in particular due to force majeure, official intervention, labour disputes, difficulties in acquiring material, disruptions to production, special requests by the purchaser or similar, the delivery period shall be extended for the duration of the impediment. This also applies to delays caused, through no fault of our own, by our not receiving correct or timely deliveries. An impediment lasting for more than six weeks and of which the end cannot be foreseen entitles us and the purchaser to withdraw from the contract, insofar as performance is not possible due to the impediment.
- 6.2 - Our exceeding the delivery period or a delayed delivery cannot form grounds for a claim for compensation against us by the purchaser, unless the exceeding of the period is the result of deliberate intent or gross negligence of our management or one of our employees.
- 7.1 - In no case will we guarantee that the goods ordered are suitable for the purpose intended by the purchaser or that they can be used or processed under the conditions existing for the purchaser or its end customer. It is rather the purchaser's obligation to test this before use or processing. We are not liable for errors resulting from the documents and materials submitted by the purchaser (drawings, samples or similar).
- 7.2 - Any complaints regarding defects must be in writing. The purchaser is not entitled to make a complaint about the entire delivery because part of the goods delivered are defective. Insofar as a properly made out claim for defects is well-founded, we will supply non-defective replacement goods. The purchaser is to return the goods that are the subject of the complaint at our request and at our cost. In this case, a claim for replacement delivery does not exist until we have received the returned goods. Instead of delivering replacement goods, we may also choose to rectify the defective goods, to change the contract with regard to the defective goods or to reduce the purchase price. The purchaser may set us, in writing, a period for exercising our right to choose, which shall begin to run from the time of our receipt of the defective goods at the earliest. If we do not exercise our right to choose within this period, it will be transferred to the purchaser.
- 7.3 - We are only liable for any compensation in the event of deliberate intent or gross negligence of an employee or auxiliary. Even in such cases, compensation is limited to foreseeable damages and damages typical for the contract. We are not liable for damage by the delivered item to the protected legal interests of the purchaser. Excepted from the statements above is liability for damages arising from loss of life, bodily injury or injury to health resulting from a negligent breach of duty on our part or a negligent breach of duty of the part of one of our agents or auxiliaries.
- 7.4 - The period of limitation for claims and rights pertaining to any defects - for whatever reason - shall be 1 year. This does not apply to Section 438 para. 1 no. 1, Section 438 para. 1 no. 2, Section 479 para. 1 or Section 634a para. 1 no. 2 of the BGB (Bürgerliches Gesetzbuch, German Civil Code). The periods of limitation in the above mentioned sentence are 3 years. The periods of notice mentioned above do not apply in the case of deliberate intent. They also do not apply in the case of wilful concealment of a defect. The periods of notice also do not apply in cases of bodily injury, loss of life, injury to health or freedom, to claims made according to the Produkthaftungsgesetz (German Product Liability Act), to a grossly negligent breach of duty or violation of essential contractual duties.
- 8.1 - If damage results from a risk inherent in the goods delivered, whether this damage is based on a defect in the goods or linked with their contractual condition, or if damage results because no or insufficient warning was given of this risk, the party damaged cannot make any claim for compensation against us that may arise based on the above, unless our management or one of our employees has caused the damage by deliberate intent or gross negligence. Excepted from the statements above is liability for damages arising from loss of life, bodily injury or injury to health resulting from a negligent breach of duty on our part or a negligent breach of duty of the part of one of our agents or auxiliaries.
- 8.2 - We are only liable for the consequences of errors occurring during contractual negotiations, in particular for the consequences of insufficient or incorrect advice given to the purchaser, if these consequences are the result of deliberate intent or gross negligence by our management or by one of our employees.
- 9.1 - We will issue invoices as soon as the goods are ready for dispatch or collection. Delays in the dispatch or collection of the goods that are not our responsibility will not postpone the due date of the invoice.
- 9.2 - Our invoices are payable immediately from the date of invoice, without deductions, in euros (€).
- 9.3 - Unless sent a reminder, the purchaser will be in arrears 30 days after receipt of an invoice. Once the purchaser is in arrears, whether due to a reminder or 30-day payment period as described above, we will charge interest to the amount of 8 percentage points above base rate; we reserve the right to claim higher compensation for arrears.
- 9.4 - If after the contract has been agreed we become aware of circumstances that lead us to doubt the credit-worthiness of the purchaser, we may choose either to demand payment in advance or a security. The same applies if the purchaser does not fulfil its payment obligations to us on the due date. If one of these events occurs, all our total receivables from the purchaser, even from other transactions, will immediately become due.
- 9.5 - Insofar as we accept checks or bank drafts, this shall always only be on account of payment, but not deemed final settlement of the debt.
- 9.6 - The purchaser is not entitled to offset against our claims to payment or to exercise a right of retention on due amounts. This does not apply to offsetting receivables determined as undisputed and legally valid or to the exercise of retention rights until such receivables are paid.
- 10.1 - The goods we supply remain our property until all our receivables arising from the business relationship with the purchaser, even insofar as these have been paid into a current account, are fully paid for.
- 10.2 - If the goods we deliver are combined and/or blended , any acquisition of ownership by the purchaser is excluded. The processing or treatment of the goods is to be carried out in such a way that we are seen as the manufacturers. If our goods are processed with goods of another origin that are also under a reservation of ownership extended to cover processing, we acquire co-ownership of the new object in proportion to the invoice value of our goods compared to the value of the other goods being processed at the time. The property created for us as a result of processing or treating, combining or blending is to be treated legally in the same way as the original goods.
- 10.3 - All the purchaser's receivables from reselling the goods for which we have ownership or co-ownership are already transferred to us up to the amount of the invoice value once the purchase contract is concluded: this applies whether goods have been sold on with or without processing or treatment, combining or blending, or to one or several purchasers.
- 10.4 - At our request, the purchaser is to notify the debtors of the assigned receivables of the assignment, to inform us of the debtors and the amounts owed and to pass on to us the documents we require to claim the assigned receivables.
- 10.5 - The purchaser may only sell, process or treat goods in our ownership or co-ownership , or combine them with goods of other origin, as part of regular business transactions.
- 10.6 - If the purchaser is partly or wholly in arrears in fulfilling an obligation secured by the reservation of ownership, or if we become aware of circumstances that appear to endanger our rights, we may demand that the goods supplied be returned to us, without previously having declared our withdrawal from the purchase contract according to Section 440 BGB or having set a period of notice for meeting the obligation of payment according to Section 323 BGB. The existence of the purchase contract and the obligations of the purchaser remain unaffected by such a demand and by the return of the goods.
- 10.7 - The reservation of ownership is subject to condition subsequent in that on complete payment of all our receivables arising from the business relationship, ownership of the reserved goods will immediately be transferred to the purchaser and the assigned receivables will also fall to the purchaser. We undertake, on demand by the purchaser, to release the securities (goods and receivables) due to us under the above regulations according to our choice, insofar as their value exceeds the claims to be secured by over 20 %.
- 11.1 - The place of performance for delivery is the relevant location for dispatching the goods: for payment, it is Wuppertal. The sole place of jurisdiction for all disputes about and arising from the contract, including for bank draft and cheque processes, is Wuppertal. However, we have the right to press charges at any other place of jurisdiction valid for the purchaser.
- 12.1 - If individual provisions of these terms and conditions of trading should prove to be or become invalid for whatever reason, this shall not affect the validity of the remaining provisions.
WASI GmbH, Status 2015-01-01
General Conditions of Purchase
- 1. The present General Conditions of Purchase ("conditions of purchase") apply to all business transactions with business partners and suppliers of WASI ("Supplier") concerning the delivery of movable property ("goods" or "product(s)") and/or services, regardless of whether a supplier directly provides these goods and/or services or purchases them from third parties. These conditions of purchase apply only if Supplier is an entrepreneur within the meaning of Section 14 of the German Civil Code ("BGB"), a public law entity or a special fund under public law.
- 2. These conditions of purchase, as in effect at any given time, shall apply as framework agreement to any future contracts for the sale and/or the delivery of movable property and/or services with the same supplier, without WASI having to expressly refer to these conditions of purchase in each individual case; the latest version of our conditions of purchase can be accessed at www.wasi.de.
- 3. The present conditions of purchase shall apply exclusively. Any conflicting, diverging or supplementary terms and conditions of Supplier are excluded, unless the extent of their incorporation into a contract is expressly defined and agreed to by WASI in writing. This reservation of consent shall apply even if WASI accepts deliveries from Supplier without reservation while being aware of Supplier's terms and conditions.
- 4. Any separate, individual agreements concluded with Supplier (including any supplements, changes and amendments) shall take precedence over the provisions in these conditions of purchase. However, these individual agreements require written form and/or WASI's written confirmation to be effective.
- 5. All legally relevant representations and notices to be made to WASI by Supplier after conclusion of a contract (incl. deadlines, reminders, rescission of a contract) must be made in writing to be effective.
- 6. References to statutory requirements are for clarification purposes only. Even without such references, legal regulations and statutory requirements generally apply without limitation unless they are expressly changed or excluded in these conditions of purchase.
- 1. An order from WASI may not be considered placed unless submitted or confirmed in writing. Any deliveries made without written order will not be accepted. WASI’s failure to respond to offers, inquiries or other declarations of Supplier may only be deemed consent if this has been expressly agreed in writing in advance. Supplier shall point out obvious mistakes (e.g. typing or spelling errors) and/or incomplete orders or missing order documents to WASI without delay so they can be revised or completed. Otherwise, the contract shall not come into effect.
- 2. A contract only enters into force upon written confirmation of the order (acceptance) by Supplier. Any delayed or changed order acceptance shall be deemed a new offer requiring acceptance by WASI. The same shall apply to any acceptance of an extended or limited or otherwise changed order.
- 3. Supplier shall provide all offers, designs, drafts and samples free of charge. At WASI’s request, Supplier shall take these back at its own expense and without delay.
- 1. The delivery date given by WASI in the order is binding. In the event Supplier can reasonably foresee that the agreed delivery times cannot be met, Supplier shall notify WASI in writing without delay of the reasons for and the length of the expected delay. Before the agreed delivery date, partial deliveries or early deliveries may only be made with the prior written consent of WASI.
- 2. In the event the date by which a delivery must be made at the latest is set out in the contract, Supplier shall be considered to be in default (default of the obligor within the meaning of Section 286 BGB) as of the specified date without a further reminder being required.
- 3. Should Supplier fail to provide the agreed goods or services or fail to do so within the agreed delivery time, or should Supplier default on the delivery, WASI’s rights - especially those to rescission of the contract and damages - shall be subject to statutory requirements. However, the above provisions shall apply without prejudice to the provisions set out in paragraph 4.
- 4. WASI may charge a contractual penalty amounting to 1 % of the net price for each full calendar week Supplier is in default, but no more than 5 % of the total net price of the products contained in the delayed delivery. In this respect, Supplier waives the defense of treating consecutive violations of this provision as one violation for the purpose of this provision (Einrede des Fortsetzungszusammenhangs). WASI may claim this contractual penalty in addition to actual performance of the contract as minimum damages in accordance with statutory requirements; WASI reserves the right to claim additional damages. In the event WASI accepts the delayed provision of the goods or services, the contractual penalty will be claimed upon final payment at the latest.
- 5. WASI will continue to claim full delivery, unless Supplier fully compensates WASI for the delivery at WASI’s request. Acceptance of the delayed delivery shall not be construed as a waiver of any damages or contractual penalty claims.
- 1. Without the prior written consent of WASI, Supplier may not provide the goods or services owed under the contract through a third party (e.g. subcontractors). Unless agreed otherwise in individual cases (e.g. limitation to stocks), Supplier shall bear the procurement risk for any products or services owed.
- 2. Without WASI’s pior written consent, Supplier may not effect any partial deliveries.
- 3. Unless agreed otherwise in individual cases, all deliveries shall be made free of charge (DDP named place of destination acc. to INCOTERMS 2010) to the destination named in the order. Unless agreed otherwise, all deliveries shall be made to WASI's head office in Germany, Wasi-Strasse 1, 42287 Wuppertal, if no place of destination has been named in the order The place of destination is also the place of performance.
- 4. Every delivery must be accompanied by a delivery note stating the date (issuing and dispatch), the content of the delivery (item numbers and quantities) and the WASI order details (date and number). WASI shall not be responsible for any delays in the processing or payment of deliveries resulting from missing or incomplete delivery notes. A dispatch note with the same content as the delivery note shall be sent separately to WASI to the email firstname.lastname@example.org.
- 5. Every delivery shall be executed in accordance with WASI's supplier guidelines, as in effect at any given time. The latest version of the supplier guidelines can be accessed at www.wasi.de.
- 6. WASI may charge Supplier for any reworking costs and/or other expenses incurred in connection with Supplier's failure to observe WASI's supplier guidelines. WASI reserves the right to claim additional damages.
- 7. The risk of accidental loss of or accidental damage to the goods or services passes to WASI upon delivery of the goods or services at the place of performance. In case acceptance of the goods or services is agreed, the risk passes upon acceptance. In all other respects, acceptance is subject to the statutory provisions governing contracts to produce a work (Section 631 et seq. BGB). Failure to accept the goods (default of acceptance, Section 293 BGB) on the part of WASI shall constitute acceptance and/or passing of risk.
- 8. Commencement of default of acceptance on the part of WASI is subject to statutory requirements. Supplier has to expressly offer performance of the contract to WASI even if a certain time period has been agreed for an action or involvement of WASI (e.g. provision of materials). In the event WASI is in default of acceptance, Supplier may claim compensation for any additional costs incurred in accordance with statutory requirements (Section 304 BGB). In the event the contract concerns a unique item to be manufactured by Supplier (custom-made item), Supplier may only exercise additional rights if WASI was contractually obliged to collaborate with Supplier on the production of said item and only if WASI is responsible for the failure to collaborate with Supplier.
- 1. Supplier shall inform WASI in writing of any changes to manufacturing processes, changes in materials or upstream deliveries of parts for products or services, changes in manufacturing locations as well as of changes to processes or facilities for the testing of parts or any other quality assurance measures in good time. To the extent necessary, WASI may examine whether the above changes can have a negative effect on the product. Upon request, Supplier shall provide all documents required for such an examination and allow for audits to the extent required.
- 2. WASI must be notified in writing of the use of subcontractors, freelance staff, upstream suppliers and other third parties ("authorized agents") who are no actual employees of Supplier in the provision of the agreed goods or services. Supplier shall ensure in its contractual relationships with authorized agents that all goods and services are provided fully and in due form, the due and timely provision of goods and services can be monitored through appropriate documentation as well as regular audits by WASI and that all obligations arising under the contract with WASI also apply to the contractual relationship with the authorized agent.
- 3. Authorized agents shall be considered legal representatives of Supplier within the meaning of the German Civil Code. Losses, delays, interruptions, insufficient performance or any other defects or errors in the deliveries and services of the authorized agents, regardless of the cause of these losses, shall not release Supplier from its obligations under the contract concluded with WASI.
- 4. In the event Supplier or one of its authorized agents has to provide services on the premises of WASI, Supplier shall ensure the authorized agents have signed the external company agreement presented by WASI before provision of the services and that this external company agreement as well as all other provisions contained in WASI's plant regulations are observed fully by the persons concerned.
- 1. The price shown in the order is binding. All prices are exclusive of VAT even if VAT is not shown separately. This also applies to any additional services performed by Supplier.
- 2. Unless otherwise agreed in individual cases, the price shall include all services and additional services provided by Supplier as well as all incidental expenses (e.g. appropriate packing, customs duties, import charges, transport costs including any transport and liability insurances).
- 3. The original invoice shall be sent to WASI and must include the invoice number, order number, quantity, price and other order details (including, but not limited to, the WASI item numbers). Invoices shall be sent separately from goods deliveries. Any deliveries from territories outside the EU's customs area must include a copy of the invoice or a pro forma invoice.
- 4. The agreed price is payable within 30 calendar days after full delivery or provision of all goods and services (including acceptance where agreed) and receipt of a duly issued invoice. Supplier shall grant a cash discount of 3% on the net invoice amount on all payments made by WASI within 14 calendar days. Payments by bank transfer shall be considered made in due time if the transfer order by WASI is received by WASI's bank before expiry of the payment term. WASI may not be held responsible for delays caused by the banks involved in the payment process. Payments are only made after receipt of a properly issued and correct invoice.
- 5. WASI will not be held liable for any commercial maturity interest within the meaning of Section 353 of the German Commercial Code ("HGB"). Any late payment interest (default interest, Section 288 BGB) charged may be five (5) percentage points above the base rate. Commencement of default within the meaning of Secs. 286 et seq. BGB on the part of WASI is subject to statutory requirements. Without prejudice to the above provision, a written reminder by Supplier is always required before WASI may be considered in default.
- 6. WASI may exercise its legal rights of set-off and retention as well as the right to refuse performance in accordance with Section 320 BGB if the customer fails to render the agreed consideration. WASI's rights include, but are not limited to, the right to refuse payment, provided WASI still has outstanding claims against Supplier resulting from incomplete or defective goods or services.
- 7. Supplier may only claim a set-off or exercise its right of retention to the extent that its claim is uncontested or has become res judicata.
- 1. Title to the goods shall pass to WASI upon delivery regardless of whether the price has already been paid. However, in the event WASI accepts an offer from Supplier subject to full payment of the agreed price in individual cases, title to the goods shall pass upon full payment of the goods delivered. Any extended reservation of title on the part of Supplier is hereby excluded.
- 2. Supplier processes, blends or combines materials provided by WASI on behalf of WASI. Both parties agree that WASI acquires joint ownership of the new products created proportionate to the value of the materials provided by WASI compared to the total value of the new products. Supplier shall store and insure these new products for WASI until delivery.
- 1. Supplier shall not disclose to third parties any commercial or technical information provided or made accessible by WASI, to the extent this information is not already publicly known, and may only provide this information to persons required for the performance of deliveries to WASI in the course of their own business operations, provided these persons are also subject to appropriate non-disclosure obligations.
- 2. WASI reserves all property rights and copyrights in and to all documents and other resources made available to supplier for the execution of an order placed by WASI including, without limitation, drawings, illustrations, designs, calculations, descriptions, plans, models, samples, technical specifications, data storage media, other documents, tools, parts and materials. All of the above documents and resources may only be used for the performance of the agreed contract and shall be returned (including any copies or other records made) to WASI upon completion of the contract. Any works or products created on the basis of documents and resources provided by WASI may not be used by Supplier nor offered or delivered to third parties.
- 3. Any technical documentation, drawings, diagrams, tables, charts, photographs, layout templates and other documentation – be it on data storage mediums, printed copies or printing materials – as well as all samples, tools, materials and other operating resources provided by Supplier shall become property of WASI upon provision by Supplier. To the extent legally permissible, WASI shall further receive all property rights and rights of use and exploitation in all aforementioned copyrightable works. The transfer of the above rights does not require any separate remuneration by WASI; it is fully covered by the prices given in the orders.
- 4. Without WASI's express prior written consent, Supplier may not use the business relationship between Supplier and WASI as a reference in any form whatsoever.
- 1. Unless agreed otherwise in the following, WASI’s rights in the event of material or legal defects in the goods (incl. wrong or short deliveries as well as faulty assembly, faulty assembly manuals, operating or user instructions) and other breaches of duty by Supplier are subject to statutory requirements.
- 2. In accordance with statutory requirements, Supplier's liability shall include, without limitation, the assurance that the goods have the agreed quality at the passing of risk to WASI. The product descriptions which have been incorporated into an individual contract – for instance by reference thereto in WASI's order – and therefore constitute part of the subject matter of this contract or which have been included in the contract in the same way as these conditions of purchase shall be deemed the agreed nature and quality of the goods. For the purpose of the above provisions, it is irrelevant whether the product description has been provided by WASI or by Supplier.
- 3. Notwithstanding the provisions in Sec. 442, para. 1, sentence 2, BGB, WASI shall be entitled to claims for defects without limitation even if WASI did not become aware of the defect upon conclusion of the contract due to gross negligence.
- 4. The legal obligation to examine goods upon delivery and notify the delivering party of any defects is subject to the applicable statutory requirements (Secs. 377, 381 HGB (German Commercial Code)) with the following exception: WASI’s obligation to check goods upon delivery shall be limited to defects that are directly detectable during WASI's incoming goods inspections by means of visual checks including the delivery documents and by random checks of WASI's quality assurance personnel (e.g. damage in transit, wrong or short deliveries). In case acceptance has been agreed, WASI shall not be obliged to check the goods. In all other respects, these obligations shall be dependent on whether and to what extent an inspection of deliveries can be conducted with reasonable effort in the ordinary course of business in each individual case.
- 5. The above provisions are not intended to exclude or limit the obligation to notify Supplier of defects discovered at a later time. In all cases, a complaint by WASI (notice of defects) shall be deemed made in due time and without delay if Supplier receives this notice within 10 calendar days.
- 6. Supplier shall bear all inspection and rectification costs (including any removal and installation costs) even if it is discovered that the goods in question were not defective. WASI remains fully liable for damage caused by unjustified claims for the rectification of defects. However, WASI shall only be liable if WASI was aware of the fact that the goods in question were not defective or was grossly negligent in failing to recognize the absence of any defects.
- 7. In the event Supplier fails to provide a remedy (either by rectifying the defect or by delivery of a non-defective product as chosen by WASI) within a reasonable period determined by WASI, the latter may rectify the defect itself and claim compensation for the expenses or advance payments from Supplier. In case Supplier’s remedial measures were not successful or would impose an unreasonable burden on WASI (e.g. because of special urgency, operational safety hazards or the potential of excessive damage), no grace period needs to be determined. WASI shall notify Supplier without delay – if possible in advance.
- 8. In the event Supplier provides a replacement delivery as a remedial measure, the replacement goods will again be subject to the original limitation period, unless Supplier expressly and effectively declares that the replacement delivery was made out of goodwill and/or to avoid disputes and/or to secure the continuation of the supplier relationship.
- 9. In all other respects, WASI shall be entitled to reduce the purchase price or rescind the contract in accordance with statutory requirements in case of material or legal defects. WASI may further claim damages and the reimbursement of expenses in accordance with statutory requirements.
- 10. In the event WASI discovers a defect in a product delivered by Supplier or a defect is discovered as a result of a justified customer complaint at a later time and the product has to be returned and/or blocked by WASI for this reason, Supplier shall pay a flat handling fee in the amount of EUR 150.00 to WASI. This handling fee will not be offset against any resulting claims for damages. WASI may collect defective items, including, but not limited to, bulk items, and return them to Supplier in larger shipping units. Supplier shall pay a handling fee of EUR 150.00 for each return shipment of defective products. In this respect, Supplier waives the defense of treating consecutive violations of this provision as one violation for the purpose of this provision (Einrede des Fortsetzungszusammenhangs). Supplier shall further bear all rectification costs and other expenses incurred by WASI as a result.
- 11. Any products marked with the WASI brand which have been legitimately returned or not accepted by WASI must be destroyed by Supplier and may not be sold on to third parties. Each violation of this provision shall be subject to a penalty amounting to twice the value of the goods, but no less than EUR 15,000.00. The defense of treating consecutive violations of this provision as one violation for the purpose of this provision (Einrede des Fortsetzungszusammenhangs) is hereby excluded.
- 1. WASI may seek legal recourse within a supply chain (supplier recourse in accordance with Secs. 478, 479 BGB) in addition to any claim made by WASI based on any defect in the quality or condition of the goods. WASI's right of recourse includes, but is not limited to, demanding exactly the same remedy (repairs or replacement deliveries) from Supplier that WASI has to provide to its customer in the case in question. However, the above provision is not intended to limit or exclude WASI's right to choose an appropriate remedy (Sec. 439, para. 1, BGB).
- 2. Before WASI recognizes or settles a claim for defects made by a customer (including the reimbursement of expenses in accordance with Secs. 478, para. 3, and 439, para. 2, BGB), WASI shall notify Supplier, provide a brief description of the matter and request a written statement from Supplier. If this statement is not provided within a reasonable period of time and no amicable solution can be found, the compensation, which was actually provided by WASI, shall be deemed owed to the WASI customer. In such a case, Supplier retains the right to provide proof to the contrary.
- 3. Any claims made by WASI under paragraph 1 shall also apply if the goods have already been processed or treated further by WASI or a customer of WASI, e.g. through installation, before being sold on to a consumer.
- 1. Supplier shall indemnify WASI against any product liability claims made against WASI to the extent the damage incurred is the result of a defect of the goods delivered by Supplier. This provision shall also apply to liability claims resulting from fault or negligence on the part of Supplier. To the extent the cause of the damage falls under the responsibility of Supplier, it is Supplier's responsibility to establish that it is not liable.
- 2. Under the above indemnification provision, Supplier shall bear all costs and expenses incurred by WASI in connection with claims made by third parties including any recall campaigns conducted by WASI. WASI shall notify Supplier in advance of any recall measures, make sure Supplier can assist in the recall and coordinate the efficient execution of the recall with Supplier. However, this is not necessary if the notification and involvement of Supplier is impossible because of the urgency of a recall.
- 3. Supplier shall further be liable for any damage incurred by WASI as a result of reasonable precautions to limit any claims under non-contractual liability, which fall under the responsibility of Supplier (e.g. public advertisements).
- 4. The above provisions shall apply without prejudice to any further legal claims by the parties.
- 5. For the duration of the contractual relationship with WASI, Supplier shall maintain a sufficient product liability insurance policy at its own expense. The fixed insurance coverage must amount to at least EUR 10 million for each personal injury or damage to property claim. Unless agreed otherwise in individual cases, recall risks, the risk of fines or similar damages does not have to be covered by the insurance policy. Upon request, Supplier shall provide the corresponding proof of insurance to WASI.
- 1. Unless agreed otherwise in the provisions of this section, the parties' claims shall be subject to the statutory limitation periods.
- 2. Notwithstanding the provisions in Section 438, paragraph 1, number 3, BGB, the standard limitation period for claims for defects shall be three years from the passing of risk. This three-year limitation period shall also apply mutatis mutandis to claims based on legal defects, without prejudice to the statutory limitation period governing third parties' proprietary claims for the return of property (Section 438, paragraph 1, number 1, BGB); claims based on legal defects shall not become statute-barred as long as third parties can still bring claims against WASI on the basis of the right in question.
- 3. The limitation periods contained in the German sale of goods laws including the above extensions shall apply to all contractual claims based on defects to the extent legally permissible. Any non-contractual claims for damages based on a defect are subject to the applicable statutory limitation periods (secs. 195, 199 BGB), unless the applicable German sale of goods laws require longer limitation periods in individual cases.
- 1. Subject to the provisions in paragraph 2, Supplier shall be liable for any infringement of property rights of third parties, caused by the products delivered by Supplier, in countries of the European Union or any other countries where Supplier manufactures products or has products manufactured.
- 2. Supplier shall indemnify WASI against any claims made against WASI by third parties as a result of any infringement of industrial property rights as set out in paragraph 1 and shall compensate WASI for any reasonable expenses incurred in connection with these claims WASI may claim compensation regardless of whether Supplier is responsible for the infringement or not.
- 3. The above provisions shall apply without prejudice to any further legal claims made by WASI on the basis of legal defects in the products supplied to WASI.
- 1. Supplier shall ensure the availability of spare parts for all products supplied to WASI for a minimum period of eight years after delivery.
- 2. In the event Supplier plans to discontinue the production of spare parts for products supplied to WASI, Supplier shall notify WASI of this discontinuation directly after the decision has been made. Subject to the provisions in paragraph 1, this decision must be made at least twelve months before production is discontinued.
- 1. Supplier shall inform WASI in writing of any permit requirements for its goods resulting from the applicable German, European (EU), American (USA) export, tariff and trade laws as well as from the export, tariff and trade laws of the country of origin as early as possible before delivery. Supplier shall provide the following information and data:
- - the export list number as specified in Annex AL of the German Foreign Trade and Payments Ordinance (AWV) or comparable list numbers of applicable export lists;
- - the Export Control Classification Number (ECCN) of the US Commerce Control List, provided the goods are subject to the US Export Administration Regulations (EAR);
- - the commodity code (HS/CN code);
- - the country of origin (trade agreement / non-preferential origin), explanation of the label of origin D = third country / E = EU / F = EFTA;
- - (long-term) suppliers' declarations for goods having preferential origin status (EU suppliers) or certificates of origin (non-EU suppliers);
- - all other information and data required by WASI for the export and import as well as the further distribution and reexport of the goods.
- Supplier shall inform WASI in writing of any changes in the above information and data without delay.
- 2. In the event Supplier breaches its contractual obligations under paragraph 1, Supplier shall bear all expenses and damage incurred as well as all other disadvantages suffered by WASI as a result of this violation (e.g. subsequent claims for foreign import duties, monetary fines). However, this provision shall only apply if supplier is responsible for this breach of duty.
- 1. Supplier shall observe the relevant technical standards (including, but not limited to, DIN standards, VDE regulations, VDI guidelines, DVGW rules) and the applicable legal and statutory regulations on product safety (including, but not limited to, the German Product Safety Act), the internationally accepted minimum labor standards, including, without limitation, all conventions of the International Labour Organization (ILO) on employment rights, working hours, and health & safety, as well as all other applicable legal and official regulations.
- 2. Environmental protection plays an important role in WASI's concept of quality. Supplier shall observe all applicable legal regulations on environmental protection, introduce and maintain an environmental management system in accordance with WASI's corporate ecological guidelines and constantly work on the permanent reduction of any negative effects its activities may have on people and the environment. WASI's corporate ecological guidelines, as in effect at any given time, can be accessed at www.wasi.de.
- 3. Supplier shall neither actively or passively nor directly or indirectly participate in any form of bribery or corruption, human rights violations or the discrimination of its employees, forced labor or child labor. Supplier shall not hire any employees below the minimum age of 15 years. In countries subject to the exception for development countries as specified in ILO Convention 138, the minimum age may be reduced to 14 years.
- 4. Supplier shall make sure that all authorized agents of Supplier who are in any way involved in the manufacturing of the products delivered to WASI observe the obligations contained in the above paragraphs (1) to (3).
- 5. Supplier further warrants that the products to be delivered are in compliance with Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) as well as EU Directive 2011/65/EU (“RoHS Directive) on the restriction of (the use of certain) hazardous substances. All substances contained in the products of Supplier that are not exempted from the obligation to register must be pre-registered or registered upon expiry of the transition periods in accordance with the provisions of the REACH Regulation.
- 6. Suppliers based in a non-EU member state are obliged to appoint an only representative (OR) based inside the EU in accordance with Article 8 of the REACH Regulation whose name and address has to be disclosed to WASI. The OR is responsible for fulfilling all the registration and other REACH obligations of Supplier. Any pre-registration or registration of a substance carried out by the OR shall be communicated to WASI stating the registration number of the substance. Supplier shall notify WASI immediately should the OR change or discontinue its activities.
- 7. Supplier warrants that the products delivered by Supplier do not contain any of the substances on the candidate list referred to in Article 59, paragraphs (1) and (10) of the REACH Regulation. Supplier shall inform WASI immediately in writing should, for whatever reason, the delivered products contain substances on the candidate list; this also applies to additions / amendments to the candidate list. Supplier shall indicate the names of the individual substances and their respective percentage by weight as precisely as possible.
- 8. In case Supplier delivers hazardous substances within the meaning of the German Hazardous Substances Ordinance (GefStoffV) or products that may release such substances during use, Supplier must provide WASI or its service providers with the data required to produce a safety data sheet without being requested to do so.
- 9. Supplier also warrants that the products delivered are in compliance with the requirements specified in Regulation (EC) No. 1272/2008 (CLP). Non-EU suppliers' responsibilities include, but are not limited to, making sure their OR submits the necessary notifications for the products delivered to the Classification & Labeling Inventory in accordance with Articles 39-42 of the CLP Regulation.
- 10. In the event the products delivered to WASI by Supplier are subject to the Construction Products Regulation (EU) No. 305/2011 (CPR), Supplier shall provide WASI with all information required for the preparation of declarations of performance and/or the declarations of performance prepared by Supplier in a suitable and permanent format and apply the CE mark and/or have the CE mark applied on these products in accordance with statutory requirements, including, but not limited to, the CPR and Art. 30 of Regulation (EC) No. 765/2008. With the application of the CE mark, Supplier warrants the construction product's conformity with the declared performance and the compliance with all applicable legal regulations governing the application of CE marks.
- 11. Supplier shall observe all provisions on conflict minerals contained in Section 1502 of the Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act"). In the event conflict minerals are required for the production or the operation of the products delivered by Supplier, the origin of these conflict minerals must be disclosed. Upon request, Supplier shall provide WASI and its associated companies with the complete documentation of the origin and use of conflict minerals as required by the Dodd-Frank Act without delay.
- 12. In the event Supplier violates one of the above provisions, Supplier shall indemnify both WASI and its associated companies as well as its customers against any costs, claims of third parties (including, without limitation, claims for direct or consequential damages) and any other disadvantages (e.g. fines) resulting from the breach of the above provisions. However, this provision shall only apply if Supplier is responsible for this breach of duty. Further, WASI may, at any time, cancel the order in question with immediate effect and refuse acceptance of the corresponding delivery without incurring any costs. None of the above provisions are intended to limit or exclude WASI's rights to claim damages. Canceling or refusing acceptance of the order does not constitute a waiver of claims for damages.
- 1. These conditions of purchase and all legal relationships between WASI and Supplier are subject to the laws of the Federal Republic of Germany under exclusion of all international and supranational (contractual) legal systems including, without limitation, the UN Convention on Contracts for the International Sale of Goods. The legal requirements and effects of the retention of title clause are subject to the laws applicable at the location of the goods to the extent the choice of German law is invalid or ineffective under the applicable national law.
- 2. In the event Supplier is a businessperson within the meaning of Secs. 1 et seq., HGB, a public law entity or a special fund under public law, the exclusive and international place of jurisdiction for all disputes arising out of or in connection with the contract shall be the court of competent jurisdiction in Wuppertal, Germany. WASI does, however, reserve the right to also bring proceedings against Supplier in the courts at the place of performance agreed for individual deliveries and/or at individually agreed places of jurisdiction that take precedence over these standard conditions or at the general place of jurisdiction of Supplier. The above provision shall apply without prejudice to any statutory requirements that take precedence over individual agreements, including, but not limited to, agreements on exclusive jurisdictions.
- 3. In the event that any one or more of the provisions contained in these purchasing conditions shall be or become invalid or unenforceable in any respect, the validity of the remaining provisions shall not be affected thereby. In this case, both contracting parties shall replace any such invalid or unenforceable provision by a valid and enforceable provision, which approximates the purpose of the entirely or partly invalid or unenforceable provision as closely as possible. The same shall apply mutatis mutandis to omissions in these conditions.
WASI GmbH, Status 2017-08
Quality assurance agreement
This general delivering instruction serves to complete the part specific delivering instructions. This is only valid in connection with a part specific delivering instruction.
Only the German text is legally valid and authoritative!
Please refer to the order text. Over or under deliveries are not permissible.
- 1.1 Data in the delivery note: Designation of parts/ WASI order number and project number + indication of a possible part delivery number / total gross and net weight of the delivery/ number of packages/ individual gross and net weights of the packages/ number of pieces of each package/ heat number/ drawing no. and drawing issue as stated in the order.
- 1.2 Data on the packages: Designation of parts/ WASI order number + indication of a possible part delivery number/ number of packages (1 of ... ; or in agreement)/ individual gross and net weights of the packages/ number of pieces in the package/ delivery note + date/ other identification numbers, such as cast number.
- 1.3 Reference instructions: Generally packing instruction of WASI.
- 1.4 Delivery / Incoming Inspection: WASI shall limit the incoming inspection to shipping damage that is apparent from the outside and to determining that the volume and the identity of the ordered products are correct using the shipping papers. Discrepancies shall be reported without delay
The condition in compliance with the specification has to be certified by an Inspection certificate 3.1 according DIN EN 10204 and submitted at the latest, at the day of Dispatch. The signum must be labelled, rainproof outside the packing. We reserve the right to inspect the delivery through us or an external institute.
- 2.1. Data in the test certificate:
- Delivery amount, Heat/ cast number, Order number,
- The test certificate has to contain the nominal values and the real values noticed as:
- maximum / minimum values,
- average values with standard deviation sn-1,
- number of parts tested,
- for every specificated item of the part specific delivery instruction.
- Other data with the number of results, The test certificate has to be complemented with a Works Material Certificate of the manufacturer in, compliance with DIN EN 10204 3.1. The parts supplied, have to meet all other specifications (not mentioned in the specific delivering instruction).
In accordance with WASI delivery instruction no. 12/17
In principle, the raw material which shall be used for the production has to be subjected to a reception test. The test or measuring is taken to the current level of the science and technological development or the valid set of rules (e.g. norms, customer standards and delivery instructions) and must provide a clear statement, whether the raw material to be used is faultless and could be released for the production. Only raw material which is exclusively released and allowed may be used for the production. The carried out reception tests have to be documented and presented on request.
We herewith indicate, that we are applying a certified quality management system according to DIN EN ISO 9001:2015.
Therefore, It is required that your quality management system and quality management assurance measures meet the above mentioned standard specification.
The supplier is obligedly, without being asked, to send the WASI GmbH the current ISO certificate 9001. The supplier immediately informs the WASI GmbH at loss of the ISO 9001 certificate.
In accordance with WASI general purchase condition.
When supplied, the product and packaging have to comply at least with the governmental regulations for the control of hazardous materials. For example, the law against Hazardous Chemicals, Recycling- and Waste, related regulations, guide lines and EU instructions for protection of the ozone-layer, etc.
If the supplier recognizes (e.g. by executing a feasibility study), at application of our delivery instructions that this doesn’t meet the requirements on the product, (or service) and its composition expected (invalid Norms), the supplier has in writing to inform the WASI GmbH immediately.
The supplier is obliged to be aware of his tasks and obligations in accordance with the REACH-VO EG no. 1907/2006.
The supplier is obliged for the WASI GmbH to inform without being asked, about substances which are listed in the list of candidates or confirm that no such substances are contained. (See Articel 57 of the REACH-VO). After publication of an updated list of candidates, an updated list must be send without being asked within a month to the WASI GmbH.
Planned material changes or process changes must be announced to the quality department of WASI GmbH. It must be guaranteed that the REACH-VO is complied and the quality of the products is ensured.
The supplier hereby confirms that he have sufficient knowledge and experiences with the materials and the qualities, required by WASI. Furthermore the knowledge about the use and the installation situation are known to him. In the other case, he is obligate to ask for needed information.
The supplier established the basic assessment of the suitability and informs WASI about these, if this turns out negative.
Furthermore the supplier has to inform WASI immediately if he gets knowledge or information, for a non-suitability of the material or the quality of the product.
The delivery items must meet the technical specifications, the construction data and requirements, described in the technical documents; (drawing, material data sheet and delivering instruction), provided by WASI.
WASI GmbH, Status 2017-09
Der deutsche Text ist validiert und maßgebend!
T +49(0)202 / 26 32-0
F +49(0)202 / 26 32-407