General Terms and Conditions of purchase
Agreement: The present order is Buyer’s offer to Seller and becomes a binding contract, subject to the terms and conditions set out herein, once it has been accepted by confirmation or by commencement of performance by Seller. Buyer disclaims any additions, exceptions, or amendments to these Standard Purchasing Terms, whether in printed form on the part of Seller or otherwise, unless Buyer has confirmed them in writing. If there is any conflict between these Terms and those on the order, the latter shall take priority. This order is the entire agreement between the Parties in respect of the goods and/or services to which this order relates. Any prior agreements between the Parties in respect of the goods and/or services to which this order relates are hereby rescinded unless the terms of this order conflict with a written contract concluded in full by the Parties. In such a case, the terms of the concluded contract shall take priority.
Prices: Unless stated otherwise, the prices specified on the first page of this order include all costs for packaging, handling, storage, transportation to the place of delivery and taxes. Value-added tax is itemized separately on Seller’s invoice. Seller warrants that the price quoted in this order is no higher than the price currently billed to other buyers for similar quantities of goods. Any discount offered to others by Seller prior to delivery shall also be offered to Buyer.
Proof of delivery: Seller shall present to Buyer, on request, the relevant express delivery document or waybill signed by the carrier, indicating that a notified or invoiced delivery has been made.
Markings: Every packing list, invoice and waybill must be marked with the respective order number.
Condition of goods, process modifications or manufacturing changes on the part of Seller: Unless covered by an applicable specification, the following shall apply: (a) No process modifications, manufacturing changes, changes to the materials, handling, cleaning or delivery of the products, or process step discontinuances affecting the mechanical form or fit, the environmental compatibility or chemical characteristics, the life or quality of the product (collectively referred to as “Changes”) may be made without Buyer’s prior written approval; (b) Seller shall notify Buyer of any proposed change and shall provide the evaluation samples and other necessary information requested by Buyer; Seller’s notification must be received by Buyer at least ninety (90) days before the first scheduled delivery of products in respect of which a change is intended.
Inspection: tests: Goods or services purchased under this order are subject to appropriate inspection or testing by Buyer, and to approval at Buyer’s destination. Buyer reserves the right to reject and refuse acceptance of any goods or services that are not as specified in this order or that conflict with any express or implied representations or warranties by Seller. Rejected goods or services may be returned to Seller or remain with Buyer at Seller’s risk and expense. Payment for goods or services to which this order relates may not be regarded as acceptance of the respective goods or services.
Recall: In the event that a recall of goods or corrective action on a product is required due to a defect, a breach of specifications, applicable laws or for any other reason that is not due to Buyer’s negligence, acts or omissions, Seller shall bear all costs and expenses for such recall or corrective action, including, without limitation, any costs associated with corrective action on the product that are asserted by Seller or by a governmental agency, costs for notifying customers, refunds to customers, costs for returning goods, lost profits, and any other expenses incurred as a result of obligations to third parties.
Insurance: Seller shall, at its own expense, take out a sufficient amount of indemnity insurance with comprehensive effect to cover Seller’s obligations in respect of the order.
Risk of loss: Seller shall bear the risk of loss of or damage to any goods to which this order relates until such time as they have been delivered to and accepted by Buyer.
References to Buyer: Unless required to do so by law, Seller shall not make any references to Buyer or conduct any advertising or promotional activities relating to Buyer or to Buyer’s placing of an order. Neither Party shall use the other Party's name, logo, trademark or trade name without the other Party’s prior written consent.
Termination: Buyer reserves the right to cancel all or part of its order if Seller breaches any of the terms of the order. Buyer may also cancel this order or part thereof if any of the following occurs: Seller’s insolvency, Seller files a voluntary petition in bankruptcy, Seller becomes the subject of an involuntary petition in bankruptcy, unless such petitions are withdrawn within thirty (30) days, appointment of a receiver or trustee for Seller unless such appointment is withdrawn within thirty (30) days; assignment by Seller for the benefit of creditors. Notwithstanding any provisions to the contrary, the present Agreement may be terminated by either Party giving the other Party thirty (30) days’ written notice.
Confidentiality: Seller shall treat in strictest confidence all drawings, plans, illustrations, calculations, models, samples and other documents provided to it, unless these are generally known or have been placed in the public domain. It may not disclose or pass them on to third parties except with our express written consent and provided that it has committed third parties to maintain confidentiality to the same extent. Seller shall be liable to Key Surgical for breaches of contract committed by subcontracted third parties.he duty to maintain confidentiality shall extend beyond the end of this Agreement. The obligation to maintain confidentiality shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known.
Offsetting: Any claim by Buyer against Seller or its associated companies in connection with other transactions may be set off against monies owed to Seller under this order.
Assignment; subcontracting: Seller shall not, without Buyer’s prior written consent, (i) subcontract any services to be performed under this Agreement or (ii) assign or transfer to others any of its own rights or obligations under this Agreement. Any attempted assignment without Buyer’s consent is void.
Retention of title: Buyer does not accept any rules or declarations by Seller regarding retention of title that go beyond the simple retention of title.
Miscellaneous: Should any provision of these Standard Purchasing Terms be wholly or partially invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall then be replaced by a legally permissible provision which comes as close as possible to the meaning and purpose of the original provision.
Applicable law: The present Agreement is governed by the laws of Germany, under exclusion of the UN laws relating to the international sale of goods.