PURCHASE TERMS ROCATRON KFT. (AEB) AS OF 01/01/2023


1. Governing conditions

  • 1.1 The legal relationships between suppliers and purchasers are based exclusively on the following purchasing conditions.
  • 1.2 Any conflicting conditions are hereby expressly contradicted.
  • 1.3 The unconditional acceptance of goods or services (hereinafter uniformly referred to as “object of service”) or payment without objection by the purchaser in no case means acceptance of the supplier’s general terms and conditions.
  • 1.4 These purchasing conditions also apply to all future typical transactions of this type with the supplier.
     

2. Orders

  • 2.1 Delivery contracts (orders and acceptance) and delivery call-offs must be in writing. Orders and delivery calls can also be made in text form (fax, email, EDI, web EDI).
  • 2.2 ORAL AGREEMENTS AFTER CONCLUSION OF THE CONTRACT AS WELL AS ADDITIONAL AGREEMENTS REQUIRE WRITTEN CONFIRMATION FROM THE PURCHASER.
  • 2.3 Cost estimates are binding and do not require payment.
  • 2.4 THE PURCHASER MAY REQUEST REASONABLE CHANGES TO THE SUBJECT OF SERVICE IN CONSTRUCTION AND EXECUTION. The effects, particularly with regard to additional or reduced costs and delivery dates, must be regulated appropriately and by mutual agreement.
  • 2.5 If the supplier does not accept an individual order within two weeks of the order date, the purchaser is entitled to cancel.
  • 2.6 If these General Terms and Conditions are included in a framework agreement, an individual contract based on this framework agreement is concluded even if the supplier does not object to a delivery call-off immediately and with reasons; The deadline stated in the delivery call-off must be adhered to.
  • 2.7 THE PURCHASER'S “QUALITY MANAGEMENT PROGRAM FOR PROCUREMENT” ARE PART OF THE CONTRACT.
     

3. Prices and payment

  • 3.1 Unless otherwise agreed, prices apply “ex works” duty paid (DDP according to Incoterms 2020) including packaging. If the supplier has taken over the installation or assembly, he will bear all necessary additional costs, unless otherwise agreed in writing.
  • 3.2 Unless otherwise agreed, the customer pays within 60 days of the due date of the payment claim and after receipt of a proper invoice and provision of the service item. Any PAYMENT IS SUBJECT TO INVOICE VERIFICATION.
  • 3.3 If early deliveries or services are accepted (hereinafter “delivery”), the payment claim is due at the earliest after the agreed payment date, or in case of doubt, at the earliest after the agreed delivery date. The right to assert claims for reimbursement of expenses, particularly regarding storage costs, remains reserved.
     

4. Delivery and deadlines, delay in delivery, flat rate for damages

  • 4.1 Agreed dates and deadlines are binding. The decisive factor for compliance with the delivery date or delivery period is the receipt of the goods at the delivery address specified or agreed upon by the customer (place of performance). Unless otherwise agreed, delivery is deemed to be “ex works” duty paid (DDP according to Incoterms 2020). In all other respects, the supplier coordinates with the purchaser's freight forwarder.
  • 4.2 Partial deliveries and early delivery are not permitted unless the purchaser has expressly agreed to this in writing.
  • 4.3 The unconditional acceptance of the late delivery does not constitute a waiver of the customer's claims due to the delay.
  • 4.4 If agreed deadlines are not met, the statutory regulations apply. If the supplier foresees difficulties that could prevent him from delivering on time or in the agreed quality, he must inform the purchaser immediately, stating the reasons. IN ADDITION, IF THE SUPPLIER IS AT FAULT, THE PURCHASER IS ENTITLED TO REQUEST A FLAT DAMAGES OF 0.5% OF THE VALUE OF THE DELAYED ITEMS FOR PER EACH WEEK THAT THE DELIVERY DATE IS EXCEEDED, WITH A MAXIMUM OF 5% OF THE TOTAL ORDER VALUE. THE FLAT DAMAGES WILL BE CHARGED TO CLAIMS FOR DAMAGES BECAUSE OF EXCEEDING THE DELIVERY DATE. THE DAMAGES CAN BE CLAIM UNTIL THE AGREED PRICE IS PAYED IN FULL.
  • 4.5 The supplier bears the risk of performance until acceptance by the purchaser or his representative at the location to which the goods are to be delivered in accordance with the order.
  • 4.6 THE SUPPLIER GUARANTEES A COMPLETE EXIT GOODS INSPECTION TO ENSURE DELIVERY WITH ZERO DEFECTS QUALITY. An incoming goods inspection only takes place with regard to externally visible damage and/or deviations in identity and quantity. The purchaser will report such defects immediately. Further defects will be reported as soon as they are discovered in the normal course of business. IN THIS RESPECT, THE SUPPLIER WAIVES THE OBJECTION OF DELAYED NOTIFICATION OF DEFECTS.
  • 4.7 The customer has the right to use software that is part of the scope of services, including its documentation, free of charge, irrevocable and freely transferable within the Rocatron Kft., in accordance with the contractual use of the subject of the service. He may also create a backup copy without an express agreement.
  • 4.8 If necessary and at the request of the purchaser, the parties will agree to set up a consignment warehouse.
     

5. Confidentiality

  • 5.1 All information made accessible by the customer must be kept secret from third parties unless and until it is verifiably publicly known. They remain the exclusive property of the purchaser and are only made available in the supplier's company to persons who must necessarily be involved for the purpose of delivery to the purchaser and who are also obliged to maintain secrecy. Without the prior written consent of the purchaser, such information may not be reproduced or used commercially - except for deliveries to the purchaser himself. At the purchaser's request, all information originating from him, regardless of form or embodiment, must be returned to him immediately and completely or destroyed, together with the delivery of a corresponding written declaration.
  • 5.2 The customer reserves all rights to such information (including copyrights and the right to register industrial property rights). If the customer has received such information from third parties, this reservation also applies to the benefit of these third parties.
  • 5.3 Products that are manufactured based on documents designed by the purchaser, such as drawings, models and the like, or based on his confidential information or with his tools or replica tools, may neither be used by the supplier himself nor offered or delivered to third parties. This also applies to print jobs.
  • 5.4 The contractual partners may only advertise their business relationship with the customer with prior written consent.
     

6. Invention, Intellectual property rights

  • 6.1 The supplier hereby grants the purchaser a free, transferable, spatially and temporally unlimited right of use of the supplier's protectable know-how and inventions, which are the basis of the object of the service or are embodied in it or which arise from development services during the contractual relationship. The supplier ensures organizationally that he can fulfill his obligation to grant use.
  • 6.2 THE SUPPLIER IS AWARE THAT THE PURCHASER'S PRODUCTS ARE USED WORLDWIDE. HE UNDERTAKES TO NOTIFY THE PURCHASER IMMEDIATELY OF THE USE OF PUBLISHED AND UNPUBLISHED, OWN AND LICENSED PROPRIETARY RIGHTS AND PROPRIETARY RIGHT APPLICATIONS IN THE ITEMS OF SERVICE.
     

7. Packaging, delivery note, invoice, origin of goods

  • 7.1 The subject of the service must be packaged in accordance with the regulations of the purchaser's packaging manual.
  • 7.2 The purchaser must be given a delivery note and a separate invoice for each shipment. They must contain the supplier number, date and number of the order or delivery call-off and purchase completion, quantity and material number, number and date of the delivery note, gross and net weights listed individually, additional data from the purchaser (e.g. unloading point) and the agreed price/quantity units. Every delivery must be accompanied by a packing slip with a precise list of contents and the order number.
  • 7.3 If the invoice relates to different orders, the information provided in Section 7.2 must be listed separately for each order. The invoice may only refer to the delivery note.
  • 7.4 The supplier should comply with all national, European and international customs regulations regarding goods and services. A supplier whose registered office is in the European Union must provide the purchaser with long-term supplier declarations for goods with preferential origin status in accordance with the current EU regulation. As a rule, the supplier is requested to do this - if possible, the template sent by Rocatron Kft. must be filled out and returned electronically. The long-term supplier declarations must contain an identification of the country of origin (specific member state) and a conversion to the material number. of the purchaser include or enable. At the purchaser's request, the supplier is obliged to hand over an information sheet (INF 4) for the verification or authenticity check of the supplier's declaration in the currently valid version. The supplier will immediately inform the purchaser in writing if the long-term supplier declarations lose their validity. A supplier with its registered office outside the European Union must prove the origin of the goods with every order by means of an official certificate of origin (issued by the responsible authority) and enclose the necessary preference documents. The supplier indemnifies the purchaser from all costs that arise as a result of inaccurate, incomplete or incorrect original statements or documents.
  • 7.5 The Supplier acknowledges that the Goods and Services or parts thereof are subject to export control rules and regulations and warrants compliance with applicable export control laws and regulations (including US regulations). The Supplier will identify the portion of the Goods and Services subject to export control regulations at the time of acceptance of the Order and will provide all relevant export control information, including the export list classification, for all Goods and Services. This also includes the obligation to indicate the correct export control classification number (including US, EAR or ITAR classification) as well as the number or reference of an applicable export license and any distribution restrictions on all delivery notes. In the event of a change in the respective export control regulations or the classification according to the export list, the supplier must immediately inform the purchaser accordingly in writing. The Supplier is responsible, at its own expense, for obtaining in a timely manner all necessary governmental export licenses, permits, consents and releases required to ensure that (i) all goods and services to be supplied are used by the Purchaser in accordance with the Order and ( ii) delivery to the customer takes place at the agreed time. If an export license already exists, the supplier must hand over a copy of this document, which contains all relevant information and reservations, especially with regard to re-export, to the customer.
  • 7.6 The Supplier undertakes to comply with the security and reliability requirements issued by customs authorities for certification as an Authorized Economic Operator (AEO) or equivalent certification. If the supplier is not certified as an AEO and has not yet applied for it, he must attach a separate security declaration. The supplier must inform the purchaser if the safety or reliability requirements are not met or if strict compliance can no longer be guaranteed.
     

8. Force majeure

  • 8.1 Force majeure, labor disputes, operational disruptions through no fault of his own, unrest, official measures and other unavoidable events entitle the customer - without prejudice to his other rights - to withdraw from the contract in whole or in part, provided that they result in a significant reduction in his needs and are of a considerable duration.
     

9. Liability for defects 

  • 9.1 The statutory provisions regarding material and legal defects apply unless otherwise regulated below.
  • 9.2 The customer may choose the type of supplementary performance.
  • 9.3 If the supplier does not immediately begin to remedy the defect within a deadline to be set by the purchaser, the purchaser may carry out the removal himself or have it carried out by a third party at the supplier's expense. If the purchaser is no longer able to inform the supplier of the defect and the impending damage and to set a deadline due to particular urgency, in particular because of the need to avert acute dangers and/or substantial damage, then he is obliged to do so without setting a deadline Remedy entitled.
  • 9.4 The warranty ends 24 months after final commissioning by the end customer, but no later than 36 months after delivery to the customer.
  • 9.5 FOR PARTS OF THE DELIVERY REPAIRED OR RESUPPLIED WITHIN THE LIMITATION PERIOD, THE LIMITATION PERIOD BEGINS AGAIN WITH COMPLETE SUPPLEMENTARY PERFORMANCE. HOWEVER, THIS APPLIES ONLY TO THE EXTENT REPAIRS AND SUCCESSFUL DELIVERIES ARE NOT INSIGNIFICANT IN TERMS OF SCOPE, DURATION OR COST.
  • 9.6 Costs of the purchaser as a result of defective delivery of the service item, in particular handling, transport, travel, labor, material costs, installation and conversion costs, costs for an incoming inspection that exceeds the usual scope and costs that the purchaser pays to its customers due to legal obligations The supplier bears the responsibility for this.
  • 9.7 In the event of legal defects in title, in particular in the event of a violation of third-party property rights, the supplier shall indemnify the purchaser and its customers from third-party claims and reimburse the costs incurred by the purchaser due to necessary and appropriate legal defense in connection with the infringement of third-party rights. A limitation period of 7 years applies to legal defects.
  • 9.8 If the purchaser takes back products that he has manufactured and/or sold due to the defectiveness of the service item delivered by the supplier or if the purchaser's price has been reduced as a result or if claims have been made against him in any other way, he reserves the right of recourse against the supplier.
     

10. Other liability 

  • 10.1 If a claim is made against the purchaser due to product liability, the supplier will indemnify him if and to the extent that the damage was caused by a defect in the object of the service. However, in the case of fault-based liability, this only applies if the supplier is at fault. If the cause of the damage lies within the supplier's area of responsibility, he bears the burden of proof. In these cases, THE SUPPLIER ASSUMES all costs and expenses, including the COSTS of any legal action.
  • 10.2 THE SUPPLIER COMMITS TO CONCLUDING AND PROVING PROOF OF BUSINESS LIABILITY INSURANCE, including extended product liability damages and recall costs, from an insurer approved in the EU. The sum insured must be at least EUR 5 million each for the areas of personal injury, property damage and the area of extended product liability and recall costs.
  • 10.3 The supplier is liable for measures taken by the purchaser to prevent damage (e.g. recall campaign) to the extent that he is legally and/or contractually obliged to do so.


11. Intellectual property rights of third parties

  • 11.1 The supplier guarantees that no third-party intellectual property rights conflict with the contractually agreed use of the service item.
  • 11.2 If the supplier is responsible for an infringement of property rights, he shall indemnify the purchaser from all third-party claims brought against him in and out of court, including the costs incurred by the purchaser for necessary and appropriate legal defense resulting from an infringement of property rights.
  • 11.3 Furthermore, the contractual partners inform each other immediately of any risks of injury and alleged cases of injury that become known and give each other the opportunity to jointly counteract corresponding claims.


12. Assignment and Set-Off 

  • 12.1 Without prior written consent, which may not be unreasonably withheld, the supplier cannot assign its claims against the customer or have them collected by third parties.
  • 12.2 The customer may withhold payments or declare offsetting due to counterclaims.


13. Property 

  • 13.1 An extended or expanded retention of title by the supplier requires an express separate agreement to be effective.
  • 13.2 The materials provided by the customer remain his property and may only be used as intended. The processing of materials and the assembly of parts are carried out for the customer. He is co-owner of the products manufactured using his materials and parts in proportion to the value of the supplies to the value of the entire product, which are stored for him by the supplier.
  • 13.3 If operating resources or operating equipment are made available to the Supplier for production, these may only be used for the manufacture of the ordered products. The right of use is defined in a separate contract. If the contract is cancelled, the supplier must make the equipment or plant available for collection within a period of 10 working days.
  • 13.4 If the Supplier is paid for tools or equipment, the Supplier shall mark the tools or equipment as the property of the Purchaser. If the tools or equipment are paid for in full, they can be deducted at any time if necessary. The supplier has no right of objection in this regard. In the case of prepaid tools or equipment, the proportion of the down payment is defined with the supplier. The immediate right of deduction applies to the amount paid down


14. Quality and documentation

  • 14.1 The supplier must comply with the state of science and technology, the safety regulations and agreed technical data for his delivery. He must set up and provide evidence of appropriate quality management.
  • 14.2 The supplier must record in its quality records for all products when, how and by whom their defect-free manufacture was ensured. The supplier must keep this evidence for 15 years from the last time the end product was placed on the market by the purchaser and present it to the purchaser if necessary. The supplier is entitled to shorten the storage period if he can exclude risks to life and health when using the products. The supplier must oblige upstream suppliers to the same extent within the scope of the legal possibilities.
  • 14.3 Furthermore, reference is made to Section 2.7 with regard to quality and documentation.


15. Safety and environmental protection 

  • 15.1 Packaging must be designed in such a way that it is easily separable and recyclable, mixed containers are avoided and materials made from naturally renewable raw materials are used. Appropriate product and material information must be provided.
  • 15.2 Persons who carry out work on the purchaser's premises in fulfillment of the contract must observe the applicable regulations for safety and environmental protection. Liability for accidents that occur to these people on the factory premises is excluded, unless these were caused by intentional or grossly negligent breach of duty by the purchaser's legal representatives or vicarious agents.
  • 15.3 Furthermore, reference is made to Section 2.7 with regard to safety and environmental protection.


16. Spareparts and availability

  • 16.1 Unless otherwise agreed, the supplier is obliged to deliver spare parts under reasonable conditions for the period of normal technical use, but at least 15 years after the last delivery of the delivery item.


17. Final provisions 

  • 17.1 The place of jurisdiction for all legal disputes that arise directly or indirectly from contractual relationships on which these purchasing conditions are based is, to the extent legally permissible, the registered office of the purchaser. THE PURCHASER IS FURTHER ENTITLED TO SUE THE SUPPLIER AT HIS CHOICE IN THE COURT OF HIS DOMESTIC OR BRANCH OR PLACE OF PERFORMANCE.
  • 17.2 The contractual relationships are exclusively governed by the law of the purchaser's registered office, excluding conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods (CISG).
  • 17.3 If one contractual partner stops payments or if insolvency proceedings are filed against his assets or a judicial or out-of-court settlement procedure is applied for, the other party is entitled to withdraw from the contract for the part that has not been fulfilled.
  • 17.4 Should a provision of these purchasing conditions and the other agreements made be or become ineffective, the validity of the remaining purchasing conditions will not be affected. The contractual partners are obliged to replace the ineffective provision with a provision that is as economical as possible.