Terms and Conditions of Purchase
1. SPRINGER Kommunal – und Umwelttechnik GmbH (hereinafter referred to as “SPRINGER”) contracts exclusively on the basis of these General Terms and Conditions. These apply to both deliveries of goods and commissioned services, unless the General Terms and Conditions expressly state otherwise. General terms and conditions of the seller or contractor (both referred to as “AN”) do not apply, even if they expressly refer to them in letters or contractual declarations. At the latest when the order (delivery) is executed by the AN, the General Terms and Conditions apply in the version valid before the order. SPRINGER recommends that the AN reads the latest version of the General Terms and Conditions before executing the respective order.
2. Orders and changes and additions to them are only legally binding if they are issued by SPRINGER and sent by letter, fax or electronically. The Contractor must ensure the authenticity of the origin. If no order price is specified, the order is subject to a subsequent written agreement on the price. The Contractor must immediately notify SPRINGER in writing of any discrepancies in the order.
3. Orders from SPRINGER must be confirmed by the Contractor immediately, but no later than within 10 days, otherwise SPRINGER is entitled to cancel its order. If the Contractor does not confirm, the confirmation shall be deemed to have been confirmed at the latest when the Contractor executes the order (delivery). Deviations in the order confirmation from the order will only become part of the contract if SPRINGER has expressly agreed to them (in writing by post).
4. The deliveries and services to be provided by the contractor must correspond to the agreed technical order specification, including all attachments and cross-references mentioned therein. The documentation for the ordered goods must comply with the agreement, the legal regulations and the industry/trade customs, and in particular also includes necessary and useful information, such as storage instructions, drawings, technical calculations, etc., and is part of the delivery.
5. The delivery dates specified by the Contractor are binding. If the Contractor is late in delivering, SPRINGER is entitled, provided the Contractor's obligations continue to apply and subject to the assertion of further damages, to invoice the Contractor, without proof of damages, an immediately payable contractual penalty of 1% of the total order value, but not more than 10% of the total order value, for each week of late delivery, which is not subject to judicial mitigation, and to withdraw from the contract in whole or in part after setting a 14-day grace period. Acceptance of a delayed (partial) delivery or payment is always subject to the assertion of contractual penalties and/or damages.
6. All deliveries must be made “Delivered Duties Paid (DDP)” in accordance with INCOTERMS 2010, including packaging, shipping, unloading and transport insurance at the contractor’s expense to the “receiving point” specified by SPRINGER. For deliveries with on-site installation or assembly and for services, the risk and ownership shall pass upon acceptance; for deliveries without installation or assembly, upon receipt at the receiving point specified by SPRINGER, otherwise in accordance with INCOTERMS 2010, unless the EKB contains a different regulation. SPRINGER reserves the right to adapt the shipping arrangements to current requirements. All deliveries must be accompanied by a delivery note in duplicate and a packing list in single copy with precise contents and, if applicable, all necessary information due to export license regulations and preferential entitlement, as well as, in the case of intra-community deliveries/domestic purchases, a supplier’s declaration including the necessary data for the acquisition statistics in accordance with Regulation EC 2/1207 in the currently valid version (Intrastat). Direct deliveries to SPRINGER customers must be made with neutral packaging and neutral shipping documents in the name of SPRINGER. In these cases, SPRINGER must be provided with a free copy of the delivery documents and a confirmation of receipt of goods from the customer at the same time as the invoice is issued.
7. SPRINGER has the right, even if the Contractor is not at fault, to comply with the request for interruption or change at any time, and in such a case to immediately present the costs and scheduling consequences to SPRINGER in writing, in detail and in a verifiable manner. The Contractor has no claims of any kind against SPRINGER for interruptions of up to a maximum duration of three months. In the event of withdrawal, the Contractor is entitled to charge compensation for the costs actually incurred by him up to the date of withdrawal (design hours, material). Any further claims, including claims for lost profit, are excluded.
8. Invoices must comply with legal requirements, contain all invoice features and must be sent to SPRINGER, stating all order data. Invoices must not be enclosed with the delivery under any circumstances. Invoices for work or assembly work must be accompanied by time sheets confirmed by SPRINGER. The Contractor agrees to electronic invoice sending. Invoices and all other processes and information related to billing or payment transactions (information for short) are sent by the Contractor preferably by email to the relevant order clerk or to the central incoming address for electronic invoices. Risks arising from the electronic transmission of invoices and the electronic transmission of information that can be assigned to the invoice are borne exclusively by the Contractor. SPRINGER recommends that the Contractor take out adequate insurance cover for cyber and internet crime. The Contractor must ensure a sufficiently high level of IT security in its own interest. The Contractor is free to decide in which format the transmission is made by the Contractor. Damage resulting from breaches of the Contractor's IT security is solely attributable to the Contractor. Changes to invoices or subsequent changes that are sent to SPRINGER electronically in any way whatsoever are recognized as legally binding changes. SPRINGER is not obliged to verify the information sent. For goods that require an export license, the invoice must contain all the necessary markings. The contractor must bear all disadvantages that arise from incorrect or missing marking of the goods or from incorrect or missing marking of the invoice (invoice features).
9. The deadline for payment of the invoice begins at the earliest as soon as the delivery or service has been provided in accordance with the order or agreement (including documentation in accordance with point 4) and the correctly issued invoice in accordance with point 8 has been received by SPRINGER. In the case of partial, partial final or final invoices, the payment terms begin after a 30-day review period has expired. If payment is made within 30 days, payment is made with a discount of 3% of the total invoice amount. Payment is deemed to have been made on time when the transfer order is issued to SPRINGER's bank, at the latest on the due date. Advance payments will only be made against the submission of a free, irrevocable and abstract bank or insurance guarantee from a bank or insurance company acceptable to SPRINGER in the same amount and with a term of at least one month after the intended contract fulfillment.
10. SPRINGER is entitled to offset all claims, in particular contractual penalties, against the Contractor's claims. The Contractor is prohibited from assigning (assigning) claims against SPRINGER.
11. Springer is only obliged to examine the delivery item and to report defects when the end product is handed over to the end customer. If part of the delivery does not correspond to the agreement, the legal or official regulations or the usual commercial quality, the entire delivery can be rejected. The contractor provides a full guarantee for a period of 24 months for itself, its subcontractors or upstream suppliers for the order-compliant, complete and defect-free execution, for the usual and assured properties of the deliveries and/or services, and for compliance with all relevant legal and official regulations valid at the destination. The contractor also guarantees that the execution, design, suitability and manufacturing technology of the ordered item correspond to the latest state of science and technology, that only first-class and suitable material was used and that this is suitable for the intended purpose.
12. For immovable property or for property intended for installation or use with immovable property, a guarantee period of 36 months applies. In the case of engineering, consulting, software or documentation services, as well as in the case of the secondment of personnel, the contractor assumes an unrestricted guarantee for the accuracy and completeness of the written and oral information and instructions. The contractor is responsible for registering employees with authorities, offices and other public institutions of all kinds that are necessary at the respective place of employment. The contractor must bear all risks associated with the secondment of employees. This applies both to tax risks (withholding tax, sales tax, income tax, etc.) and to risks associated with the provision of necessary wage documents and time records. The daily and weekly working hours as well as the legally prescribed rest periods must be observed in all cases. The same applies to the respective provisions on minimum wages at the place of employment.
13. The contractor guarantees the performance of training, maintenance, repair and maintenance services in relation to the products delivered against usual market remuneration as well as subsequent, replacement and wearing part deliveries for a period of 10 years from the time of contract fulfillment. The guarantee period runs from the time the goods are taken over by the end customer or, in the case of use in our factory, on the occasion of the first use of the goods. The contractor must remedy defects at short notice by repair, replacement and/or subsequent delivery at his own expense and risk. If he does not fulfill his obligation immediately, we are entitled to remedy, provide or have provided defects or services not provided ourselves or through third parties at the contractor's expense and risk. Further obligations of the contractor remain unaffected.
14. In the event of repair of the contractual item, including by replacing defective parts, the warranty period begins anew. At the same time, the warranty for the entire product is extended by the period during which the product could not be used due to the defect and its removal. Insofar as SPRINGER is entitled to compensation, claims also exist, regardless of the degree of fault on the part of the Contractor, for compensation for lost profits and for compensation for all damages that SPRINGER must compensate the end customer. In the event of a claim against SPRINGER due to a defect in the contractual item, the Contractor undertakes to indemnify SPRINGER against all claims by third parties and to reimburse all services that SPRINGER had to provide to third parties on this basis. The Contractor also undertakes to provide SPRINGER with the best possible support in any legal dispute with third parties. If the Contractor claims that there is no defect in the delivered product or the service provided within the meaning of product liability provisions, the Contractor must also provide SPRINGER with proof of this. These obligations of the Contractor also apply if its product or service is merely part of a service provided by SPRINGER to third parties. In this case, the Contractor is obliged to fully reimburse SPRINGER for all expenses arising from this, including those incurred by third parties.
15. The Contractor grants SPRINGER an irrevocable, exclusive, transferable and spatially and temporally unlimited right to use the work for all types of use for products developed specifically for SPRINGER. In the event of the Contractor becoming insolvent or discontinuing production of the contractual products, SPRINGER is entitled to reproduce the contractual items itself. In these cases, the Contractor must provide SPRINGER with all necessary documents and information as well as the required support for the reproduction and must grant SPRINGER any necessary intellectual property and industrial property rights.
16. Products supplied by the contractor must be demonstrably equipped with the safety devices required by law or the authorities and agreed in the contract, be appropriately marked and comply with the safety regulations and standards applicable at the place of use. The contractor is obliged to maintain a quality assurance system. SPRINGER is entitled to check this and also to carry out an audit at the contractor's company.
17. Material provided remains the property of SPRINGER or its subcontractors and must be stored, labelled and managed separately free of charge. The use of this material is only permitted for SPRINGER orders. When processed, SPRINGER becomes the owner of the product manufactured from it; however, the transfer of risk continues to be governed by point 6.
18. Tools, materials, documents, etc. provided by SPRINGER for the execution of the order remain the property of SPRINGER or its subcontractors, must be returned at any time at the request of SPRINGER, excluding any right of retention, and, like items produced thereafter or thereby, may not be passed on to third parties or used for purposes other than those specified in the contract without the written consent of SPRINGER. If such items are produced at SPRINGER's expense, they become the property of SPRINGER upon payment. The contractor must purchase work gauges himself.
19. The contractor undertakes to keep confidential all information about the subject matter of the contract that comes to his knowledge in connection with the contract, unless it is generally known or otherwise lawfully known to him, or the results or partial results he has developed. In the event of a breach of the confidentiality obligation, a penalty of EUR 20.000,00, which is not subject to judicial mitigation, is agreed for each individual case, provided that the confidentiality obligation continues and that any further damages are claimed.
20. The Contractor consents to personal data from this business transaction being stored and transmitted to other companies affiliated with SPRINGER.
21. Any use of the documents, information or findings provided by SPRINGER outside the purpose of the contract shall oblige the Contractor to pay damages in the amount of the contract value of the order acquired and accepted by a third party as a result of the prohibited use, as well as to surrender to SPRINGER any economic advantage gained through the prohibited use.
22. At SPRINGER's request, the Contractor is obliged to take back or transfer free of charge any waste remaining after the intended use of the goods supplied by him or similar goods within the meaning of the Waste Management Act, but limited to the volume of the quantities supplied by him. If the Contractor refuses to take back or transfer the goods or if this is not possible, SPRINGER can dispose of the waste at the Contractor's expense or have it done by a third party company.
23. The contractor is obliged to offer all components that were developed and manufactured based on information from SPRINGER or its affiliated companies as spare parts only directly to SPRINGER and not to sell them directly to operators of such or similar systems as those manufactured by SPRINGER or to other interested parties, e.g. for spare and wear parts. If customers or third parties make enquiries to the contractor regarding spare parts deliveries, the contractor will notify SPRINGER immediately. In the event of a breach of this obligation, the contractor must pay SPRINGER a contractual penalty amounting to 10 times the amount of the spare parts order placed by the third party.
24. The place of performance for deliveries or services is the destination specified in the order; for payments, the place of performance is the registered office of SPRINGER, which is currently Friesach. Austrian law applies, excluding the reference standards of international private law and the provisions of the UN Convention on Contracts for the International Sale of Goods. The exclusive place of jurisdiction is Klagenfurt.
25. Should any provision of these General Terms and Conditions be void or ineffective, the remaining provisions shall remain unaffected. In such a case, the void or ineffective provision shall be replaced by one that comes closest to its economic purpose in a legally permissible manner. (eof).
Version: May 20, 2019
