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Purchasing Terms

as of 1 January 2015
(Notice: The purchase conditions of the other companies of the Georgsmarienhütte group have their own validity)


1. Scope of application

  1. These Purchasing Terms and Conditions (hereinafter referred to as the "Terms") exclusively apply to our orders placed with any supplier. Conflicting and/or additional General Standard Terms and Conditions of any supplier are not applicable for us. This also applies if we do not expressively object these terms or perform our contractual obligations without any reservation.
  2. This document comprising these terms and conditions includes all contractual provisions. There are no subsidiary agreements.

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2. Purchase Orders

  1. The supplier shall assign any rights or obligations under this agreement to a third party only after prior written approval granted by Georgsmarienhütte GmbH.
  2. Only after our prior written approval the supplier is entitled to have the order or material portions of the order performed by a third party.
  3. Offers shall be submitted free of charge and without any obligation for Georgsmarienhütte GmbH.

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3. Delivery

  1. The delivery dates stated in the order are binding. All shipments have to be executed "delivered duty paid" (DDP) plant Georgsmarienhütte according to the INCOTERMS 2010.
    Forwarding address for the supply of materials
    :
    Postal address:
          Georgsmarienhütte GmbH, Postfach 12 80, P.O. Box 12 80, 49110 Georgsmarienhütte
    For delivery by rail:
          - Wagon load: Georgsmarienhütte station
          - LCL freight/ express goods: Station Osnabrück, LCL-code no.: 2281
    For delivery by road:
          Local tariff region: Georgsmarienhütte, tariff no. 14219
          Supply of material by road from 7:00 to 13:00 hours,
          (Mondays to Fridays): Neue Hüttenstraße 1
  2. Under separate cover a shipping advice shall be sent to us in duplicate on the day of dispatch for every single shipment. All shipping advice, delivery notes and package labels must show the order number, the call-off number, the receiving department as well as any other information requested in the order. The goods to be delivered must be properly packed and labelled according to our shipping instructions.
  3. Only after prior written approval by Georgsmarienhütte GmbH the supplier is entitled to make premature deliveries. The supplier has to inform us immediately by facsimile or email about any known or expected delay in the performance of his delivery commitments by giving us the information stated below:
         a) the probable duration of the delay
         b) the reason for the delay
         c) what actions are or have been taken to remedy the delay.
  4. If the supplier does not perform its obligations or does not perform them within the delivery period agreed or if the supplier is in default we shall be entitled to claim rights - in particular the right to claim recission of contract and the right to recover damages - according to the statutory provisions. This is without any prejudice to the provision stated in paragraph (5).
  5. If the supplier is in defaul we shall be entitled to claim a contractual penalty in the amount of 0,2% of the net value of the entire order for every calendar day; this penalty, however, is limited 5,0% of the net value of the entire order. This is without any prejudice to any further rights or claims, in particular claims for damages. The contractual penalty, however, shall be charged up against such claims for damages. The contractual payment can be claimed until the final payment is made. The supplier shall be exempted from any contractual penalty if he can furnish evidence that he is not liable for exceeding any delivery dates agreed. 

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4. Compliance with statutory provisions and collective agreements, Indemnification

  1. The supplier shall perform the tasks assigned to produce the specific work in a professional way and in compliance with all relevant and valid statutory provisions - laws, regulations, collective agreements and plant agreements, further agreements - and on its own responsibility.
  2. The supplier shall deploy the personnel employed only within the limits set by the working time legislation. Upon request, Georgsmarienhütte GmbH shall be provided evidence for the respective working hours of all personnel employed.
  3. The supplier shall ensure that all personnel employed by the supplier are remunerated at least according to the provisions of the clauses 1, 2, and 20 of the Minimum Wage Act as well as further statutory provisions and collective agreements the compliance of which we are liable for according to clause 14 of the Employee Assignment Act and/or further comparable provisions. Upon request, the supplier shall immediately substantiate once a year by submitting a respective certificate of a chartered accountant that the supplier's personnel have received the minimum wage stipulated by the requirements of the clauses 1, 2, and 20 of the Minimum Wage Act as well as further statutory provisions and collective agreements the compliance of which we are liable for according to clause 14 of the Employee Assignment Act and/or further comparable provisions. For the term of this contract the supplier shall additionally substantiate upon request by submitting anonymised remuneration statements for the personnel employed by the supplier that the minimum wage has been paid according to the clauses 1, 2, and 20 of the Minimum Wage Act as well as further statutory provisions and collective agreements the compliance of which we are liable for according to clause 14 of the Employee Assignment Act and/or further comparable provisions.The supplier shall indemnify and hold harmless Georgsmarienhütte GmbH from and against all claims asserted against Georgsmarienhütte GmbH in case the supplier violates any provisions of the Minimum Wage Act or further statutory provisions and collective agreements the compliance of which we are liable for according to clause 14 of the Employee Assignment Act or further comparable provisions.
  4. The supplier shall arrange necessary safety briefings for the personnel deployed in due time before their deployment; the supplier shall immediately furnish written evidence to Georgsmarienhütte GmbH that the safety briefings have been held

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5. Subcontractors

  1. Engagement of any third parties as subcontractors may only be effected upon prior written consent of Georgsmarienhütte GmbH.
  2. The supplier shall assume the responsibility for its subcontractors. In particular, the supplier shall indemnify and hold harmless Georgsmarienhütte GmbH from and against all damages caused by the subcontractors, suppliers or producers of components used by the supplier as well as by own fault.
  3. The supplier shall be obliged to ensure that the subcontractor (i) covenants to comply with the provisions of the Minimum Wage Act, in particular with the clauses 1, 2, and 20 of the Minimum Wage Act, and with the provisions and standards stipulated by collective agreements if those collective agreements are applicable (including - if applicable - clause 2 of the Collective Agreement Steel dated July 8, 2014 regarding the use of contracts for work and services) and (ii) - when enlisting the services of further subcontractors - includes the obligation to comply with the provisions of the Minimum Wage Act, in particular with the clauses 1, 2, and 20 of the Minimum Wage Act, and with the provisions and standards stipulated by collective agreements if those collective agreements are applicable (including - if applicable - clause 2 of the Collective Agreement Steel dated July 8, 2014 regarding the use of contracts for work and services) into the contract with the respective subcontractor.                                                                                                                                                The supplier shall indemnify and hold harmless Georgsmarienhütte GmbH from and against all claims asserted against Georgsmarienhütte GmbH in case the subcontractor violates any provisions of the Minimum Wage Act or further statutory provisions and collective agreements the compliance of which we are liable for according to clause 14 of the Employee Assignment Act or further comparable provisions. This shall also be applicable if the liability of the principal results from further subcontracts or the deployment of temporary employment agencies

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6. Prices

The prices set forth in the order are binding.

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7. Terms of Payment

  1. The supplier is obliged to submit an invoice for each order in duplicate according the applicable legal regulations showing the order number. Invoices which do not be according the applicable legal regulations and without order number and  shall be regarded as not being submitted.
  2. Invoices are paid net within thirty (30) days on receipt of invoice. Discounts can be separately agreed.
  3. When settling any invoice we do not waive any warranty rights concerning the goods delivered; furthermore this doens not exclude any respective complaint lodged at a later date.
  4. Within the scope of the statutory provisions we shall be entitled to claim the rights of set-off or the rights of retention as well as the defence of non-performance of contract. In particular, we shall be entitled to retain due payments as long as we have claims against the supplier due to defective performance or incomplete performance.
  5. In addition, we shall be entitled to set off any claims which we may have against the supplier against all claims which the supplier may have, for whatever legal reasons, against companies in which Georgsmarienhütte Holding GmbH has a majority shareholding, either directly or indirectly, can be seen in the internet at www.gmh-gruppe.de. On request, the supplier will be provided with information about the group of companies at any time.
  6. The supplier shall have a right of set-off or a right of retention in case of legally enforceable or undisputed counterclaims only.

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8. Title

We do not accept any extended reservation of ownership. A reservation of ownership is only accepted provided we are entitled to sell, process or mix the goods delivered within the scope of ordinary operations.

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9. Warranty

  1. The supplier shall warrant that the goods delivered comply with the specifications agreed in the purchase order, are made of the material agreed, are free from any defects in material , manifacturing defects or engineering defects according to the state of art applicable at the date of order and are free from any defects which nullify or reduce the merchantable quality or the fitness for the agreed use of the goods delivered or which nullify or reduce the value of the goods delivered; furthermore the supplier shall warrant that the goods delivered meet all official regulations and legal requirements and approvals. The provision stated above shall not include any liability without fault of the supplier.
  2. Concerning the delivery of defective goods we reserve all rights we may have under German law. At our choice the supplier has to remedy the defects of the goods delivered or has to deliver goods without any defects.
  3. Concerning the requirement to inspect incoming goods and the requirement to give notice of defects the statutory provisions (§§ 377, 381 HGB [German Commercial Code]) shall apply provided that our requirement to inspect incoming goods is limited to defects which become manifest when checking the shipping documents and performing an external inspection in the course of our inspection of incoming goods or which are detected by our random quality inspections (e.g. damages in transit, wrong shipment, short delivery). If an acceptance inspection is agreed there shall be no requirement to inspect the incoming goods. Furthermore it is decisive in what extent an inspection is advisable according to the ordinary course of business when considering the circumstances of the case. This is without any prejudice to our requirement to give notice of defects discovered at a later date. In any case our complaint (notice of defect) shall be considered to be made immediately and on time if it arrives at the supplier within 5 working days.
  4. The supplier shall bear any costs incurred for inspection and rework (including all costs for dismounting and mounting, if any) even if it becomes apparent that there has not been any defect. This is without any prejudice to our liability for damages in case of any unjustified demands to remedy defects; we, however, shall only be held liable if we have discovered that there is not any defect or if we have not discovered due to gross negligence that there is not any defect.
  5. The warranty period is 36 months upon delivery of goods / after acceptance.

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10. Quality Assurance

The supplier herewith accepts the quality assurance instructions of Georgsmarienhütte GmbH.

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11. Third party intellectual property rights

  1. The supplier warrants that the goods delivered and the services rendered as well as our use of the goods delivered do not infringe any industrial property rights (patents, brands, utility patents and design patents), rights of licences and copyrights, proprietary designations as well as any other third party intellectual property rights.
  2. The supplier shall indemnify us against all costs and claims, costs of litigation included, resulting from such an infringement or alleged infringement and shall compensate all respective damages we may incur unless the supplier is without any fault.

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12. Official and Legal Regulations

Products delivered and services rendered must meet the applicable official and legal regulations of Federal Republic of Germany and European Union, e. g. REACH-Directive.

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13. Binding Principles

  1. Human rights: The parties will support, respect and safeguard the international human rights in order to make sure that no violations of human rights are committed by the parties.
  2. (Employment standards: The parties will support the abolition of all forms of forced labor, child labor and discrimination in employment and occupation.
  3. Fighting corruption: The parties are against any form of corruption including extortion and bribery.
  4. Environmental protection: The supplier shall in dealing with environmental problems support a precautionary approach and take initiatives to create a greater awareness for being environmentally responsible and promote the development and distribution of clean technologies.
  5. Energy efficiency: The supplier shall always consider energetic aspects in procurement and modification of energy-consuming equipment and components.

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14. Place of performance and jurisdiction

  1. The place of performance for all deliveries and services shall be Georgsmarienhütte.
  2. This Agreement shall be governed and construed in accordance with the Laws of the Federal Republic of Germany excluding any conflicting provisions of the International Uniform Law and in particular the UN Convention on Contracts for the Internation Sale of Goods. The trade terms included in this Agreement shall be construed in accordance with the INCOTERMS 2010 (ICC International Rules for the Interpretation of Trade Terms) and their amendments in the respective version valid at the date of delivery.
  3. For any dispute arising out of or relating to this agreement the exclusive place of jurisdiction shall be Osnabrück. Notwithstanding the venue clause of the article we shall be entitled to bring an action against any suppler at any other court appropriate according to the applicable law.

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