General Conditions of Purchase for Germany.

1. General Provisions

The conditions indicated in the following will apply for our purchase orders. They take precedence over those of the Seller. The Seller’s terms of sale and delivery differing from ours are only valid if they have been approved in writing by us. Conditions of the Seller opposing ours are neither approved by the acceptance of the delivery.

Representatives of the Seller, such as engineers etc., having to enter the Buyer’s site or having to work in it, are under the plant regulation as well as the working and safety regulations in force at the site of the Buyer. The Buyer shall not be liable for accidents that may happen to a representative.

Further our quality assurance guidelines apply to Sellers in the respective valid version. In case the Seller does not have these quality control guidelines he can request them from us free of charge. Updates of our quality control guidelines will be sent regularly to Sellers who have long business relations with us.

In case of purchase of machines and mechanical equipment the Seller has to attach an EU-Declaration of Conformity as per Appendix 2, paragraph A and operating instructions in German language as per Appendix 1, No. 1.7.4 A – E, G and H of the EU-directive for machinery. All machines and mechanical equipment must have CE-marking. A preliminary acceptance will be made at the Seller’s site. An acceptance report must be attached to the delivery.

2. Quotation

When submitting the quotation the Seller must keep the quantities and the nature of the goods as indicated in the inquiry. If the quoted items differ from the inquiry, the Seller should emphasize this particularly. The quotation must be submitted free of cost and without obligation to the Buyer.

3. Purchase Order

Only written purchase orders will be legally binding. Oral agreements as well as single terms of the contract require a written confirmation. The order confirmation must be received within 5 working days after receipt of the purchase order. Modifications made by the Seller without the consent of the Buyer will not be valid, even if the Buyer has not explicitly objected to it. The Buyer reserves the right to stipulate necessary modifications in design and quality for the total order or a part of it.

4. Time of Delivery

The time of delivery starts with the date of order. If the Seller does not effect delivery within the period agreed, he will be liable according to the legal regulations. As soon as the Seller can foresee that the entire delivery or a part of it cannot be effected until the delivery date agreed, he must immediately inform the Buyer by indicating the reasons and the time of delay.

If the Seller gets into arrears with delivery of his goods, the Buyer has the right - after granting an adequate extension of the deadline - to withdraw from the contract, if the Seller lets the fixed term expire unproductively. The same applies in case of force majeure, industrial actions, riots, measures of the authorities, failure of ancillary supplies or other unforeseeable, inevitable serious incidents, if an extension of the deadline for the subsequent supply is not reasonable for the Buyer.

5. Delivery

Unless otherwise agreed, delivery will be made CFR Osborn International GmbH in Burgwald, packaging included, especially without charge of containers of all kinds, carriage and storage fees. The goods have to be packed adequately in consideration of the general regulations of railway and carriers. If a delivery splitting was agreed, the Buyer has an acceptance duty only for the quantities stipulated in this delivery splitting. The additional costs for consignments that have to be delivered expedited through the Seller’s fault are payable by the Seller. The Seller renounces the exercise of any rights of retention or employer’s lien. A set-off by the Seller shall only be admissible if his counter-claim is due and the Buyer does not contest it or if there is a legal claim.

A delivery note with indication of our order number must be attached to each consignment. The time for receiving goods in our plant is from Monday until Thursday from 07:00am until 03:00pm and on Friday from 07:00am until 12:00pm.

6. Prices

The prices indicated in the purchase order and confirmed by the Seller are fixed prices. Unless otherwise explicitly agreed, price alterations on the basis of cost increases arisen subsequently are unacceptable. The Seller must immediately inform the Buyer in writing about any increase or decrease in price resulting from a variation in design and construction.

In such case the Buyer must send the Seller a written confirmation before shipment of the goods.

7. Insurance

The transport insurance to the place of delivery will be payable by the Seller.

8. Invoices

Invoices must be sent to us in duplicate. The copy has to be marked as such. Our order number, the item number as well as the date of order and the material number have to be stated on the invoices.

9. Payment

The times for payment start with the date fixed in the purchase order. If the Seller does not dispatch the invoice at the same time as the goods, the times for payment start at the earliest the day when the invoice is received. The date of payment has no influence on the warranty of the Seller and the right for complaint of defects. Unless otherwise agreed, payment shall be made within 14 days with 3 % discount or within 60 days net. The Buyer will choose the mode of payment or it will be effected by remittance or by set-off with counterclaims. The assignment of claims from this delivery contract is inadmissible. If the assignment of claims concerns a reservation of title of suppliers of interim products, the consent to the assignment is given hereby, with the proviso that a set-off will also be made after notice of the counterclaim acquired with the assignment.

10. Quality Expectation

The supplier must ensure that the products meet stated specifications (description based on the ordering information, dimensions, tolerances ...).

Where disputes exist, it must be stated by the supplier that the material will not perform in the applications. All defective material will be replaced at supplier´s cost. Additional penalties maybe charged on a case by case basis.

11. COC-Certificate of Analysis

Unless specified in writting from Osborn, the supplier is required to have proof that parts/materials were made to specification for at least (2) years. We might require that material certification is transported with material to our plant(s). Only a written agreement can eliminate/reduce this requirement. Any failure to produce this documentation will be seen as a break inmanufactured / purchased contract.

12. Debit Memo

Osborn has a debit memo process. This is used for material that does not meet agreed specifications or functionality of basic material requirements.

Debit memo includes costs for defective material, potential material rework, handling and an administrative fee. You will receive a copy of the debit memo to understand costs and charges. Any rebuttal or disagreement needs to be made in writing, as we use this process to determine root cause of failure to improve quality / communication for both parties.

13. Warranty

The Seller warrants perfect condition and function of all goods delivered and takes responsibility that the goods correspond to the regulations of admission and worker’s protection. The goods must not have any faults and the material must be state of the art. The Seller renounces the objection of belated complaints. The Seller assumes liability that delivery and use of the goods does not violate the rights of third parties, especially commercial property rights. If the delivered merchandise has faults or does not have the quality that was agreed, the Buyer can demand the elimination of the faults or the delivery of a replacement free of faults.

The warranty of the Seller also includes the parts manufactured by subcontractors. In urgent cases or if the Seller is in arrears with the elimination of the fault, the Buyer can arrange the elimination of the fault himself and demand from the Seller the compensation of the costs incurred. The Seller assumes liability for all developed or still developing damages resulting from the faulty performance of the purchase contract, justifying the right for warranty within the scope of civil liability of the German Civil Code.

14. Compliance and Environment

Osborn does not accept child work. The supplier is obliged to not employ child workers in its business when accepting an order. The employees shall not be younger than 15 years (or 14 years if the country of manufacturing allows) or be employed while younger than the minimum age in which the compulsory school attendance ends.

The environmental policy of Osborn contains the commitment to avoid pollution and to gently handle resources being available. Complying with laws and legal stipulations is therefore compulsory. To support this principles the supplier is obliged to select and offer products or services that conserve resources and save energy.

During evaluation and selection of suppliers for products and services environmental relevance and energy efficiency are criteria as well as quality and commercial aspects.

15. Other

Costs for visits, quotations and other elaborations will not be paid by the Buyer. Inquiries and purchase orders may not be used for advertising purposes, duplicated or opened to third parties. All documents of this kind shall be returned immediately to the Buyer on his demand or handed over to him without being expressly requested if it does not come to a delivery. The Seller undertakes to treat the purchase order and all work connected with it strictly confidentially.He will be liable for any loss the Buyer suffers from the violation of any of these commitments.

16. Place of Performance

Place of performance for delivery is the receiving factory, for payment Frankenberg/Eder. Court of jurisdiction is Frankenberg/Eder or Marburg/Lahn.

Burgwald, 01.02.2018.

Copyright 2022 Osborn GmbH. All rights reserved.