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Terms and Conditions of purchase

(HEINE buys on these terms)

Scope
1. The General Terms and Conditions (hereinafter referred to as the "GT&Cs") are valid in the business transactions with companies within the meaning of Section 14 German Civil Code and are also part of all future agreements concluded between HEINE Optotechnik GmbH & Co. KG (hereinafter referred to as "HEINE") and its contractual partners (hereinafter referred to as the "Supplier"), whose subject is the purchase of goods for own production and trading goods (hereinafter referred to as "Supply Agreements"). These may also include third-party processing (such as coating, finishing or completion) by the Supplier.
2. If and inasmuch as a contradiction exists between individual provisions of these GT&Cs and the Supply Agreements as well as any other arrangements concluded between the Supplier and HEINE (including quality assurance agreements), these GT&Cs shall apply on a secondary basis accordingly.
3. Deviating, contradictory or supplemental terms and conditions of the Supplier shall have no validity, unless HEINE has expressly agreed to these in writing. This requirement of approval shall apply in any event, for instance also if HEINE accepts the Supplier's delivery unconditionally in the knowledge of the General Terms & Conditions.
4. Indications regarding the validity of legal regulations are of explanatory significance only. Even without such explanation, the legal regulations shall therefore also apply, inasmuch as they were not directly amended or expressly concluded under these GT&Cs.
Obligations of the Supplier
1. HEINE is a manufacturer and provider of high-quality medicinal products that are used globally for the diagnosis of diseases. The Supplier undertakes to develop and produce the goods in accordance with the contractually agreed specification and all relevant legal regulations.
  
  The following HEINE Material Compliance Guideline summarizes the most relevant material requirements for HEINE products resulting from applicable regulations. The HEINE guideline therefore applies to HEINE suppliers and products supplied by them to HEINE.
  
  HEINE Richtlinie Material Compliance
2. If the Supplier provides goods that are installed in medicinal products by HEINE and/or itself provides medicinal products, the Supplier must, in particular, observe all legal regulations authoritative for the development, production and the distribution of these medical products.
3. The Supplier must observe the state of the art in the development and manufacture of the products as well as take suitable quality assurance measures.
4. If the Supplier finds deviations from the specifications of quality requirements agreed during the production (material, construction, process, quality assurance measures, etc.), HEINE must be informed immediately. If costs arise from the changes that may need to be borne by HEINE, the Supplier must refer to this separately. The changes require written approval by HEINE before being rolled out.
Conclusion of the agreement
1. The Supplier must confirm orders from HEINE immediately or execute them without condition by sending the goods (acceptance).
2. The Supplier must notify HEINE of clear mistakes (e.g. typos and miscalculations) and incompleteness of the order, including the order documents, for the purposes of correction or completion before acceptance; otherwise, the agreement is not considered to be concluded.
3. The creation of proposals is free of charge and non-binding for HEINE.
Prices and terms of payment
1. The prices stated in the bid or individual agreement are in EUR unless stated otherwise, and are exclusive of value added tax. The prices included delivery in accordance with Item 5.2 and packaging, unless expressly agreed otherwise.
2. Agreed prices shall become due within 30 calendar days from complete delivery and service (including any agreed acceptance) as well as receipt of a correct invoice. In the event of payment within 14 calendar days, the Supplier shall grant a discount of 3% on the net amount of the invoice. In the event of bank transfer, the payment is made if the amount of transfer is received by the bank before expiry of the payment deadline; HEINE shall not be responsible for delays by the banks involved in the payment transaction.
Service; delivery; transfer of perils; delayed acceptance
1. The Supplier shall not be authorised without prior written approval from HEINE to have the service it owes provided by third parties (e.g. subcontractors). HEINE shall not refuse its approval without good cause. The Supplier shall bear the procurement risk for its services.
2. Unless expressly agreed otherwise, the delivery shall be made free of charge to the address stated in the order. If the destination is not stated and unless agreed otherwise, the delivery must be made to the registered address of HEINE. The relevant destination shall also be the place of performance (obligation to provide).
3. The risk of any peril and the random worsening shall be transferred to HEINE on transfer at the place of performance. Inasmuch an acceptance is agreed on an individual basis, it shall be authoritative for the time of the transfer of perils. The legal regulations of works contract law shall also apply in the event of an agreed acceptance. The transfer or acceptance shall be the equivalent to the event that HEINE is delayed in acceptance. As regards the occurrence of a possible delayed acceptance by HEINE, the legal regulations apply. The Supplier must, however, also expressly offer its services to HEINE if a certain or determinably calendar period is agreed for an action or collaboration from HEINE (e.g. provision of material). If HEINE is delayed, the Supplier may demand compensation of its additional costs in accordance with the legal regulations (Section 304 German Civil Code). If the agreement relates to an unacceptable item to be made by the Supplier (individual production), the Supplier shall have further rights only if HEINE expressly undertakes to cooperate and is responsible for the failure to cooperate.
Deadlines; delay
1. Deadlines set by HEINE are a key and binding component of the relevant order. The Supplier undertakes to notify HEINE immediately in written form if circumstances arise or become clear to it, from which it follows that the delivery deadline cannot be met.
2. In the event of delay, HEINE shall be authorised to
  1. withdraw from the agreement under the circumstances of Section 323 German Civil Code;
  2. demand flat-rate compensation in the amount of 0.5% per week of delay started of the purchase price agreed, regardless of further legal claims, but no more than 5% of the net price of the goods delivered late. HEINE shall reserve the right to prove that the loss actually incurred is higher. The Supplier shall reserve the right to prove that no loss or a smaller loss was caused.
    
    Otherwise, the legal regulations apply in the event of delay.
Material and legal faults; breaches of obligations
1. The rights of HEINE in the event of a material or legal fault, including wrong, excess or insufficient delivery (hereinafter "Fault") as well as in the event of other breaches of obligations by the Supplier shall be determined by the above legal regulations, unless specified below otherwise.
2. In accordance with the legal provisions, the Supplier shall be liable for
  1. the products delivered having the agreed properties on the transfer of perils.
  2. the products delivered by it not breaching any industrial property rights of third parties in countries of the European Union or other countries in which it manufactures the products or has them manufactured or in which the products of HEINE are delivered.
3. The Supplier undertakes to indemnify HEINE in respect of all claims brought by third parties against HEINE for a breach of commercial industrial property rights as well as to compensate HEINE all costs incurred in connection with this claim. This entitlement shall not exist if the Supplier proves that it is neither responsible for the breach in industrial property rights nor should have known at the time of delivery if applying commercial due diligence.
4. Faults shall be deemed to have been complained about in good time in all cases by HEINE if the complaint is received by the Supplier within 21 working days.
5. If the Supplier fails to comply with its obligation to subsequent fulfilment in the event of a Fault - at the discretion of HEINE by rectification of the Fault (subsequent improvement) or by delivery of an item free from Fault (replacement delivery) - within an appropriate period set by HEINE, HEINE may itself rectify the Fault and demand compensation for the costs thereby incurred from the Supplier. In such cases, HEINE shall also be entitled to demand a corresponding down payment for rectifying the Fault. If the subsequent fulfilment by the Supplier was unsuccessful or unacceptable for HEINE (e.g. due to particular urgency, danger to operating safety or imminent occurrence of disproportionate damage), a period of grace does not need to be set; in this case, HEINE shall notify the Supplier immediately, where possible in advance.
Spare parts
1. The Supplier undertakes to keep in stock spare parts for the products delivered for a period of at least 10 years after delivery.
2. If the Supplier intends to cease production of spare parts for products delivered (after expiry of the above-mentioned term), it shall notify HEINE immediately after taking the decision to cease production. This decision must be at least 6 months before ceasing production.
Provisions
1. If HEINE provides the Supplier with components or materials (hereinafter referred to as "Provisions"), the following regulations shall apply:
  1. HEINE reserves the title to the provisions. Processing or conversion by the Supplier shall be carried out on behalf of HEINE. In the event of processing provisions or of items in stock with other objects that do not belong to HEINE (connection or mixing), HEINE shall obtain the co-title to the new object in the ratio of the value of the object to the other processed objects at the time of processing.
  2. The Supplier must notify HEINE monthly of the scope of the provisions processed in writing.
  3. The Supplier shall be liable for damage or destruction to provisions, which is the responsibility of the Supplier, in accordance with the legal regulations.
2. If HEINE provides the Supplier with tools to manufacture the contractual products (hereinafter referred to as "HEINE tools"), the following regulations shall apply:
  1. HEINE tools are the property of HEINE and must be permanently labelled as such. The Supplier undertakes to repair damage to HEINE tools that the Supplier sustains and to assume the costs.
  2. The Supplier undertakes to use the HEINE tools (i) exclusively for the production of the goods ordered by HEINE and (ii) to insure them at its own cost against damage, loss and peril. At the same time, the Supplier shall already now assign all compensation claims from this insurance to HEINE. HEINE hereby accepts the assignment.
  3. The Supplier undertakes to carry out any necessary maintenance and inspection work as well as all repair and correction work on HEINE tools at its own cost and in good time. Wear and tear on the tools, which affect the product quality, must be reported to HEINE immediately.
Disclaimer
HEINE shall be liable to the Supplier under the supply agreement or other arrangements between the parties under the following provisions:
1. HEINE shall be limited without limitation for intentional or grossly negligent breaches of obligations by HEINE, its legal representatives or managers as well as for damage from injury to life, body or health.
2. In the event of minor negligent breach of an obligation putting at risk the purpose of the agreement by HEINE (cardinal obligation), HEINE shall also be liable with limitation to the damage that is typical and foreseeable in accordance with the type of the relevant transaction. In addition to this, the liability of HEINE in these cases is, regardless of the legal grounds, limited to an amount of EUR 10,000.00 or the liability amount of the insurance(s) taken out by HEINE. The relevant higher amount applies.
Confidentiality
1. The Supplier undertakes to observe strictly the confidentiality of the terms of the delivery agreement as well as all figures, drawings, calculations, documents and other information received from HEINE (with the exception of publicly accessible information) and to use exclusively for the provision of the deliveries and services ordered. Third parties may only disclose them with the express approval of HEINE. The confidentiality clause shall remain in force after processing the orders.
2. Any subcontractors must also be bound by this obligation. The Supplier may only state the company or brands of HEINE when providing references or in publications after prior written approval.
Statute of limitations
Claims of HEINE or the Supplier under or in connection with the delivery agreement or other arrangements between the parties shall become time-barred in accordance with the legal regulations.
Final provisions
1. If written form is agreed or intended under these GT&Cs, it shall also be observed by transmission by remote copy (fax) or e-mail.
2. Should any of the individual terms of these GT&Cs be ineffective, this shall not influence the effectiveness of the overall agreement and its other parts.
3. These GT&Cs and their interpretation as well as the overall legal relationships between HEINE and the Supplier shall be subject to German law exclusively. The application of UN purchasing law (CISG) shall be excluded. German shall be the negotiating and contractual language.
4. The place of performance and jurisdiction for all disputes arising from this contractual relationship is the registered address of HEINE. This jurisdiction shall also apply if the client has no general jurisdiction domestically, relocates its domicile or usual place of abode from abroad after concluding the agreement or its domicile or usual place of abode is not known at the time of filing the claim.