General Purchase Conditions Panasonic Industrial Devices Europe GmbH
I Scope of Application
Our purchase conditions shall apply exclusively in respect of all orders placed by us and contracts made by us. Amendments as well as any sales conditions stipulated by our suppliers which are in contradiction to the present conditions shall only be valid to the extent in which they have been expressly acknowledged by us in writing. Our purchase conditions shall apply even if we accept without reservation the supply of goods or the provision of services or if we pay for such deliveries in the knowledge of contradictory or amending conditions of business on the part of the supplier.
Oral side agreements do not exist.
Our purchase conditions shall only apply to entrepreneurs within the meaning of Section 310 para. 1 of the German Civil Code.
Our purchase conditions shall also apply to future transactions with the supplier.
Any amendment of our orders or contracts shall only be valid with our prior written consent.
We reserve the rights of ownership and copyrights in any samples, designs, drawings, calculations and other documents delivered to the supplier; such items may not be made accessible to third parties without our express written consent. They shall be used exclusively for the execution of the supply on order received and shall thereafter be returned at supplier´s expense to us without being requested. They have to be kept secret to third parties, insofar article XIV para. 5 applies additionally.
III Confirmation of orders
The supplier undertakes to accept our order through sending written confirmation duly signed within the reasonable term fixed by us.
IV Delivery period
The dates given in our orders and release orders shall be binding and shall be strictly adhered to.
The supplier shall immediately notify our ordering purchasing department in writing of any impending delay or exceeding of the agreed dates and periods.
In the event of a delay in supply, the provisions of the law shall apply. In particular we shall be entitled to claim damages in lieu of performance after unsuccessful expiration of a reasonable time limit, unless the supplier proves that he is not responsible for the breach of duty.
V Notification of dispatch
Following our request, the supplier shall transmit a forwarding advice indicating the order number given in our order, the exact identification of the goods and the quantity dispatched as well as other details of dispatch (e.g. carrier, means of transportation and consignment number) on the date of forwarding.
In the event of application or issuance of insolvency proceedings on the estate of supplier, the contract can be cancelled by us at any time.
VII Acceptance of delivery
The relevant number of items, weights and measures are based upon our incoming goods inspection.
Strikes, interruptions of operations as well as force majeure events release us from the obligation of acceptance to the extent to which they cause a reduction of our requirements.
VIII Prices - Conditions of payment
The prices given in the order shall be binding. The prices shall include all costs of packaging and supply “DDP” (in accordance to the latest version of Incoterms) place of destination as designated by us, unless expressly agreed otherwise in writing. The return of reusable packaging requires a separate agreement.
The prices do not include value added tax.
The details given in our orders and release orders shall be binding. Invoices shall be sent to the respective imprinted address, they shall not be sent with the delivery but separately. We can only process invoices if they indicate the order number and the supplier´s number, both given in our order, and if they observe legal stipulations, in particular statement of the value added tax; the supplier shall be liable for all consequences of his failure to comply with this condition, unless he proves that he is not responsible for the breach of duty.
Unless otherwise agreed in writing, payment shall be made within 14 days upon receipt of invoice and goods or rather services with a deduction of a 3 % discount, within 30 days upon receipt of invoice and goods or rather services with a deduction of a 2 % discount or within 60 days without deduction.
We reserve the right to postpone the payment of purchase price as long as the supplier has not proved the full payment for the delivery item.
We shall be entitled to rights of set-off and lien to the extent permitted by statute. In particular we reserve the right to postpone the payment of the purchase price or a reasonable part of it until the supplier satisfies completely our claims.
IX Passing of risk - documents
Unless otherwise agreed in writing, supply shall be made DDP (in accordance to the latest version of Incoterms) place of destination designated by us.
The supplier shall clearly indicate on all shipping documents and delivery notes the order number and the supplier´s number, both given in our order; if he fails to keep this provision, he is responsible for delays of processing.
X Inspection of delivery - liability of supplier for defects
We shall carry out merely an incoming goods inspection in respect of outwardly visible defects and outwardly visible deviations in identity and quantity. The notification of such defects shall be made immediately by letter, fax, e-mail, or telephone. We reserve the right to carry out a more extensive incoming goods inspection. For the rest the notification of defects shall be made as soon as these defects will be ascertained according to the circumstances of a proper course of business. Insofar the supplier waives objection of late notification. In case of a quality assurance agreement between the supplier and us, the provisions of this agreement shall apply with respect to inspection of delivery and notification to supplier.
If necessary because of bad delivery, the costs of a more thorough check than usual on receipt shall be borne by the supplier.
The provisions of the law shall apply; in either case we shall be entitled to claim remedy of defects or replacement, at our option. We reserve explicitly the right to claim damages, especially damages in lieu of performance.
In urgent cases and in particular in case of imminent danger we shall be entitled to rectify any established defects ourselves at the supplier’s expense.
The period of limitation is 36 months from the passing of risk.
XI Workings at our premises
Persons who work at our premises within the scope of performance of the contract shall adhere to our respective work rules; the regulations relating to entering and leaving our premises shall be observed. Independent of the legal ground, we shall only be liable for gross negligence and intention, in case of injury of life, body or health we shall also be liable for slight negligence.
XII Product liability - release from liability - product liability insurance
If the supplier is responsible for a product loss, the supplier shall indemnify us from any compensation claims by third parties resulting there from at our first request, if the cause of the product loss lies within the supplier’s control and organisational area and the supplier itself is liable to third parties.
In the context of para. 1 the supplier shall also refund to us all expenditure, under Sections 683, 670 as well as 830, 840 and 426 of the German Civil Code which we incur because of or in connection with a recall campaign carried out by us. If possible and reasonable, we will inform the supplier about the subject matter and extent of the recall campaign to be undertaken and provide him the opportunity for response. Other statutory claims shall persist.
During the term of the contract, i.e. until the respective limitation of claim caused by defective supply, the supplier shall maintain product liability insurance with overall cover of € 5 mill. for each event involving personal injury or damage to property; our claims shall however not be limited to the amount of the cover.
XIII Industrial rights
The supplier shall warrant that its supply and the use which is made of it will not infringe any industrial rights or other rights of third parties in Germany and abroad.
At our first request, the supplier shall hold us harmless against all claims made against us or/and our customers by third parties because of or in connection with the supply or the use made of it; we shall not be entitled to make an agreement with the third party, in particular to place a settlement, without the consent of the supplier.
The supplier’s obligation to hold us harmless shall also extend to all expenditure necessarily incurred by us or/and our customers because of or in connection with the making of a claim by a third party.
The period of limitation for these claims is 10 years from the conclusion of the respective contract.
XIV Retention of title - provision of material - tools - nondisclosure
Any parts or substances made available to the supplier shall remain our property. They shall be used only according to the terms of the contract. Processing or remodelling by the supplier shall be on our behalf. In the event of processing other items which are not of our property, we are entitled to co-ownership of the newly manufactured item in the ratio of the value of our parts or substances (purchase price plus value added tax) to the value of items belonging to other parties at the time of processing.
In the case of non-detachable connection with other items which are not of our property, we are entitled to co-ownership of the newly manufactured item in the ratio of the value of the respective material provision (purchase price plus value added tax) to the value of items belonging to other parties at the time of connection. If the connection takes place in such a manner that the item not belonging to us has to be considered to be the principal item, it is agreed that the supplier assigns to us the proportionate joint title; the supplier keeps the item which is of our sole or co-property for us.
The supplier is liable for the loss of or damage to items owned by us. We must be informed immediately of any damage to our items.
Any tools made available to the supplier shall remain our property. The supplier shall use them exclusively for the manufacture of our products and shall thereafter return them at his own expense to us after being requested. The supplier undertakes to insure the tools belonging to us at their new value, at his own expense, against fire, water and theft damage. At the same time, the supplier assigns to us already at this juncture the indemnification claim under this policy and we accept this assignment. The supplier shall ensure proper maintenance and repair of the tools provided at his own costs; he undertakes to arrange adequate insurance cover for this purpose. The supplier shall prove to us on demand that the insurance cover exists. The supplier shall immediately notify us of any failure; if he does culpably not keep this provision, we reserve the right to claim damages.
Any samples, designs, drawings, calculations and other documents and information shall be kept strictly secret to third parties by the supplier. Such items may not be made accessible to third parties without our express written consent. The obligation to nondisclosure is also effective after termination of this contract; it will cease if and to the extent to which the knowledge, contained in the samples, designs, drawings, calculations and other documents delivered to the supplier, becomes public knowledge.
Products which are manufactured according to samples, designs, drawings, calculations and other documents drawn up by us or according to our confidential information or with our tools or reverse engineered tools shall not be used by the supplier or be offered or delivered by him to third parties. The same shall apply analogously to our print orders.
Inasmuch as the value of the securities, according to para. 1 and/or para. 2, to which we are entitled exceeds the purchase price of all unpaid goods subject to retention of title by more than 10 %, and following request by the supplier, we are compelled to release securities at our option.
XV Stocks of spare parts - proclamation of products
Unless otherwise agreed in writing, the supplier shall notify us about any projected technical modification referring to supply of approved goods at an early stage, as far as possible at least 1 year before adoption of the modification. In order to ensure our production of spare parts, the supplier shall be able to deliver the necessary goods for that purpose for 10 years after the end of series production of our products to which the respective goods are attached. If the supplier makes out, within that period of time, that he will be unable to comply with this condition, he shall immediately notify us about ending of supply, and in case of no other reasonable possibilities, he shall provide us the opportunity to meet our requirement for all the time.
The supplier confirms that he understands the importance of anti-bribery laws and will comply and procure that its employees comply with all relevant national, European, or any other anti-bribery laws. Corruption within the meaning of this provision includes active and passive bribery and acceptance of advantages and granting of bribery in public and private sectors. The supplier will keep record of all transactions following proper accounting principles. In the event of breach of the above obligations we are, without prejudice to other rights, entitled to cancel any business relationship with us immediately and withdraw from already concluded contracts.
XVII Place of delivery - place of jurisdiction - governing law
The place of delivery is given in our respective order.
In the case of transactions made with merchants, the place of jurisdiction for any disputes arising out of the contract or regarding the validity thereof shall be Lüneburg, Germany; we shall however also be entitled, at our option, to bring proceedings against the supplier to the court at his place of business.
The law of the Federal Republic of Germany shall apply, excluding the UN Convention on Contracts for the International Sale of Goods.