Europe, Middle East & Africa
STANDARD TERMS AND CONDITIONS OF PURCHASE
Except as otherwise agreed in writing by nVent and/or its affiliates, the following standard terms and conditions of purchase will apply to all orders placed by nVent:
1. General Information – Scope
(1) Our terms and conditions of purchase shall apply exclusively; we do not acknowledge any terms and conditions of the supplier which oppose or deviate from our terms and conditions of purchase unless we have expressly approved their validity in writing. Our terms and conditions of purchase shall also apply if we accept the supplier’s delivery without reservation and are aware of terms and conditions of the supplier which oppose or deviate from our terms and conditions of purchase.
(2) All agreements which are reached between us and the supplier for the purpose of executing this contract are to be recorded in writing in this contract.
(3) Our terms and conditions of purchase shall only apply towards entrepreneurs according to § 310 Par. 4 BGB [German Civil Code].
(4) Our terms and conditions of purchase shall also apply for all future business with the supplier.
2. Offer – Offer Documents
(1) The supplier undertakes to accept our order within a period of 2 weeks.
(2) We reserve the property rights and copyrights to diagrams, drawings, calculations and other documents; they may not be made accessible to third parties without our express written consent. They are to be used exclusively for the production based on our order; they are to be returned to us without request after the order has been processed. They are to be kept secret towards third parties, insofar the regulation of § 9 Par. (4) shall also apply.
3.Prices – Terms of Payment
(1) The price shown in the order is binding. In the absence of a deviating written agreement the price includes free delivery, including packaging. The return of the packaging requires a separate agreement.
(2) The price includes the applicable rate of value added tax.
(3) We can only process invoices if – in line with the stipulations in our order – these state the order number shown therein; the supplier is responsible for all consequences incurred owing to the non-observance of this obligation insofar as he does not prove that he is not responsible for this.
(4) Insofar as not otherwise agreed in writing we shall pay the purchase price within 14 days beginning from delivery and receipt of the invoice with 3% cash discount or within 90 days after receipt of the invoice net. In case of payment through bank transfer or cheque the payment obligation has been satisfied in time if the transfer order has been issued to our bank or the cheque has been sent to the supplier.
(5) We are entitled to rights of set-off and retention to the extent as laid down by law.
4. Delivery Time
(1) The delivery time stated in the order is binding.
(2) The supplier undertakes to inform us immediately in writing if circumstances occur or he becomes aware of from which it can be seen that the stipulated delivery time cannot be observed.
(3) We are entitled to the statutory claims in the event of a delay in delivery. We are in particular entitled to demand compensation instead of performance and cancellation after the unsuccessful expiry of a reasonable period of notice. In the event that we demand compensation the supplier is entitled to prove to us that he is not responsible for the breach of duty.
5. Passing of Risk – Documents
(1) The delivery shall be made free (Incoterms 2010, DAP) insofar as not otherwise agreed in writing.
(2) The supplier undertakes to exactly state our order number on all shipping documents and delivery notes; if he fails to do this we shall not assume responsibility for delays in processing.
(3) Delivery is considered executed when the goods have been handed over without damage at their place of destination.
6. Inspection for Defects – Liability For Defects
(1) The supplier shall be responsible for ensuring that all items delivered and all services provided by him comply with state-of-art-technology, the relevant technical provisions as well as the regulations and directives of authorities, trade associations and specialist federations, e.g. VDE, VDI, DIN, at the time when the contract is concluded and he is not aware of any upcoming changes. This applies in particular with regard to the safety and environmental protection provisions applicable in the EU, in the Federal Republic of Germany and at the registered seat of the supplier. He shall inform us immediately about any upcoming changes of which he becomes aware.
(2) We are obliged to inspect the goods within a reasonable period of time for possible deviations in quality and quantity; the complaint is deemed in time insofar as it is received by the supplier within a period of 5 workdays, beginning from receipt of the goods or with hidden defects from discovery. Insofar as we have reached a quality assurance agreement with the supplier the regulations contained therein shall have precedence.
(3) We are entitled to the statutory claims for defects in full; in any case we are entitled to demand at our choice that the supplier remedies the defect or delivers a new object. We expressly reserve the right to compensation, in particular for compensation instead of performance.
(4) We are entitled to remedy the defect personally at the costs of the supplier if there is a risk in default or it is especially urgent.
(5) The statute of limitations is 36 months beginning from passing of risk.
7. Product Liability – Release – Liability Insurance Cover
(1) Insofar as the supplier is responsible for damages to a product he undertakes to release us insofar from claims for damages of third parties upon first request if the cause lies within his scope of control and organisation and he is personally liable in the external relationship.
(2) Within the framework of his liability for damaging events within the meaning of Par. (1) the supplier also undertakes to reimburse any expenses according to §§ 683, 670 BGB or according to §§ 830, 840, 426 BGB which ensue from or in connection with a recall action carried out by us. We shall inform the supplier – insofar as possible and reasonable – about the contents and scope of the recall measures to be carried out and give him an opportunity to make a statement. Other statutory claims remain unaffected.
(3) The supplier undertakes to maintain product liability insurance with a sum insured of € 10 million per physical injury/property damage – flat rate; in the event that we are entitled to further claims for damages these shall remain unaffected.
8. Property Rights
(1) The supplier guarantees that no rights of third parties are infringed in connection with his delivery.
(2) In the event that a claim is asserted against us in this respect by a third party the supplier undertakes to release us from these claims upon first written request; we are not entitled to reach any agreements, in particular to reach a settlement, with the third party – without the consent of the supplier.
(3) The supplier’s duty for release refers to all expenses necessarily incurred to us from or in connection with the claim by a third party.
(4) The statute of limitations is ten years beginning from conclusion of the contract.
9. Reservation of Title – Provision – Tools – Secrecy
(1) We reserve the property rights insofar as we provide parts to the supplier. Processing or conversion by the supplier are undertaken on our behalf. If our reserved goods are processed with other objects not belonging to us we shall acquire the co-ownership of the new object as a ratio of the value of our object (purchase price plus VAT) to the other processed objects at the time of processing.
(2) If the object provided by us is inseparably combined with other objects not belonging to us we shall acquire the co-ownership of the new object as a ratio of the value of the reserved object (purchase price plus VAT) to the other combined objects at the time of combination. If the goods are combined to the extent that the supplier’s object is to be seen as the main object it is deemed as agreed that the supplier assigns us pro rata co-ownership; the supplier shall safeguard the sole-ownership or the co-ownership on our behalf.
(3) We reserve the property to tools; the supplier undertakes to exclusively use the tools for producing the goods ordered by us. The supplier undertakes to insure the tools which belong to us at the new value at own costs against fire, water and theft damages. At the same time the supplier hereby now already assigns us all claims for indemnification under this insurance; we hereby accept the assignment. The supplier undertakes to carry out any necessary service and inspection work as well as all maintenance and repair work to our tools at own costs in time. He must inform us immediately of any interferences; if he culpably fails to do this claims for damages shall remain unaffected.
(4) The supplier undertakes to maintain strict secrecy concerning all received diagrams, drawings, calculations and other documents and information. They may only be disclosed to third parties with our express consent. The non-disclosure agreement shall continue to apply after the processing of this contract; it shall expire if and insofar as the production know-how contained in the diagrams, drawings, calculations and other documents, which were handed over, has become general knowledge.
(5) Insofar as the security rights to which we are entitled according to Par. (1) and/or Par. (2) exceed the purchase price of all of our reserved goods which have not yet been paid by more than 10%, we are obliged to release the security rights at our choice upon the request of the supplier.
10. Energy Management Systems
(1) We operate an energy management system according to ISO 50001 with the aim of continuous improvement of the energy efficiency. Suppliers and service providers are encouraged to support us within their activities or deliveries.
(2) We have defined energy related requirements that will be taken into consideration in the selection procedure of suppliers, products and services, where applicable.
11. Forwarding of Orders to Third Parties
(1) The supplier is not entitled to forward orders to third parties without our prior written consent. If we grant consent the supplier shall nevertheless continue to remain responsible for satisfying the contract.
(2) In the event of breaches we are entitled to cancel the contract either in whole or in part. The supplier is obliged to reimburse the damages incurred by us.
12. Place of Jurisdiction – Place of Performance – Applicable Law
(1) Insofar as the supplier is a merchant, our registered seat is the place of jurisdiction; we are however entitled to also take legal action against the supplier at the court of jurisdiction for his domicile.
(2) Insofar as not otherwise derived from the order our registered seat is place of performance.
(3) German substantive law shall apply for all legal relations between the supplier and us under the exclusion of the convention of the United Nations concerning contracts for the international sale of goods (CISG).
©nVent, Rev. May 1, 2018 Procurement EMEA Terms