Terms & Conditions
General Terms and Conditions of Purchase
- Orders of the Company in relation to enterprises, artificial persons in private and public law will exclusively take place on the basis of the following Terms and Conditions of Purchase. This also applies, if in the case of a current business relation, there is no explicit reference to these terms.
- These general Terms and Conditions of Purchase apply exclusively. Terms and conditions that deviate from these Terms and Conditions of Purchase or from legal regulations are not acknowledged by the Company, insofar not agreed upon in writing. Opposing conditions of Supplier do not apply, also if the Company did not expressly contradicted them or unreservedly accepted deliveries and services (in the following "Deliveries"). If terms were agreed for a special order that deviate from these Terms and Conditions of Purchase, these purchasing conditions will be considered minor and supplementary.
Contract Termination, Withdrawal
- If the Company does not contradict the order in writing within a period of 2 weeks from the order date, it will be considered as accepted if the order is placed within the context of an already existing contractual relation and the Company point this out to Supplier in the respective order.
- If the Supplier’s confirmation of order contains deviations, additions or restrictions of the order, Supplier should particularly emphasize these as such. Such deviations, additions or restrictions only become binding by a written affirmation from the Company.
- When Supplier submits an offer to the Company and manufactures drafts or manufactures samples, this takes place free of charge for the Company, insofar not agreed upon differently in writing. The Company may accept Supplier’s offer within 2 weeks after receipt. Until this period expires, Supplier cannot recall its offer.
- The Company has the right at any time after contract termination to change the specification for construction and execution, insofar this is reasonable to Supplier and Supplier is reimbursed for appropriate expenditures including a proportionate profit.
- The Company has the right without prejudice to other rights of withdrawal, to withdraw unconditionally, totally or partly from the contract (i) if Supplier, without just reason, does not meet substantial obligations to the Company, (ii) if insolvency proceedings against Supplier’s property are started, or is dismissed for lack of sufficient assets, (iii) or in case of a substantial decrease of Supplier’s property which would infringe on the Company’s rights.
Prices, Payments and Invoices
- The agreed prices are, unless otherwise agreed in writing, net fixed prices delivered at place (DAP). They include all expenditures and additional expenses in connection with deliveries made by Supplier, in particular packing, transport, unloading, insurance and Customs clearance.
- If a price was agreed upon “ex-factory”, the Company will only accept the most favorable freight charges, unless the Company explicitly prescribes a certain mode of transport.
- Payments will be made by the Company within 14 days with a 3% discount and within 30 days net. The payment period begins as soon as full delivery is received, or, in case of deliveries that require inspection, not before a written approval by the Company is sent to Supplier and the Company has received the proper invoice. A full delivery also comprises the delivery of documentation or test certificates, if applicable.
- Each invoice must contain the commission number, order number, the Company’s part number for each single position, if applicable project number and Supplier’s VAT number. VAT must be identified separately. Invoices must be sent by mail to the Company on the day of delivery. They may not be attached to the shipment.
- the Company has the right to pay by transfer. Timely payment depends on the carrying out of transaction by the Company
- Payments of the Company should not be considered as approval of the delivery nor do they acknowledge the delivery as being according to agreement or settled. In case of incorrect or incomplete delivery, the Company has the right, without prejudice to other rights, to withhold payments on demands from the commercial relation to appropriate extent, until delivery requirements have been met.
- The handover of Supplier’s demands against the Company to a third party without the written consent of the Company is out of the question.
- In the context of his general and profession know-how and expertise, Supplier autonomously has to examine the Company’s designs, calculations, specifications and other technical details for any errors or contradictions. If Supplier were to find any irregularities or if he has any doubts, Supplier should inform the Company immediately in writing, so that afterwards the problems may be solved in collaboration. The same applies to failing technical specifications.
- Supplier has to maintain a quality assurance system which corresponds with newest standards of the relevant supply industry. Supplier is solely responsible to implement the quality assurance measures including the necessary documentation. Supplier will make this documentation available to the Company upon request. Supplier will keep this documentation in accordance with the legal regulations, however, at least 10 years. Insofar individual inspection certificates are owed for deliveries, Supplier will send these enclosed with the delivery. After arranging a date with Supplier, the Company has the right to ascertain the manner in which Supplier maintains the desired quality standard by way of examinations and audits at Supplier’s manufacturing plant, and in particular by checking procedures for inspection and release.
- The complete or partial subcontracting of an order by Supplier is only permitted after written agreement from the Company, unless it only concerns supply of standard goods or raw materials. the Company is entitled to have its consent depend on the fact that the subcontractor is obligated to meet the requirements pursuant to section 2. Partial, over-or under-deliveries require the Company’s consent in writing.
- Before delivery, Supplier must carry out a thorough outgoing inspection. Goods that did not pass this inspection, should not be delivered. After delivery the Company examines the goods only with regard to type (identity check), quantity as well as for any transport damages and obvious defects. The Company is not bound to a thorough examination.
Material Defects and Defects of Title
- Deliveries are to be made free from material defects and defects of title. They have to meet the standards of modern science and technology and have to meet the legal requirements of environmental protection and industrial safety as well as of relevant standards and the agreed application, and must be suitable for normal use.
- In case of a material defect or a defect of title, the Company is entitled to the full relevant statutory rights and claims. In any case the Company has the right to require from Supplier immediate rectification of the defect or new delivery of faultless goods. All costs and expenditures for the Company resulting from the replacement will come to the expense of Supplier, this also applies to additional costs for relocating the goods. the Company’s right to compensation, in particular the right to compensation instead of service, remains explicitly unimpaired.
- The Company has the right, at the expense of Supplier and without prejudice to its warranty for defects, to remedy the defect themselves, if there is danger of the Company being declared in default, or if special urgency is required. In such a case, the Company will inform Supplier – as far as possible and reasonable – about this particular default.
- In case of a material defect or a defect of title the Company has the right to require the lump sum substitution of the expenditures resulting from the claim in the amount of USD 100.00 for each claim. The claim to exceeding damages remains unimpaired. Supplier is obliged to present evidence that none or only a substantially smaller damage was caused.
- The period of limitation for claims is 36 months starting from the legal beginning of limitation, unless otherwise agreed or if a longer period of limitation is set down by law. Goods that were delivered as replacement of faulty goods or repaired goods, are subject to a new period of limitation of 24 months, unless replacement and/or repair were done out of leniency and without acknowledgment of legal obligation. If the originally applicable remaining period of limitation should be longer, this applies.
- A complaint of the Company within the limitation period will suspense the limitation until there is an agreement with Supplier with regard to repair and any consequences; however, the suspension ends 6 months after final rejection of the claim by Supplier. The period of limitation starts at the earliest 3 months after the end of the suspension, however, never before expiration of the guarantee period.
Industrial Property Rights
- Supplier ensures that in connection with its delivery no rights of third parties are violated and no vested titles, industrial property rights or copyrights (in the following : "property rights") exist in connection with the goods, which could impair or exclude their free use by the Company.
- If a third party lodges a complaint against the Company because of violation of a property right, Supplier is obligated to guarantee the usefulness of the product to be manufactured by the Company for their customer, if necessary in a manner that, at Supplier’s convenience, the property right-violating parts are altered or replaced by property right-free parts. Supplier is responsible for all damages, in particular claims of the Company customers or other third parties, which are the result of a property right violation due to intended assignment of the goods.
- Supplier exempts the Company from all claims from third parties due to a property right violation, which are lodged against the Company or against the Company customers, where the Company must exempt its customers. Supplier is not entitled to enter into any agreements with third party without the Company’s consent. The exemption obligation of Supplier refers to all expenditures, which arise for the Company from or in connection with the demand of third parties.
- The Company reserves all rights of ownership, rights of use, of flavour, of property, of trademark, of character and copyright, and other property rights, in particular with regard to illustrations, drawings and other documents, designs, design proposals, templates, work documents, forms, copyrights, know-how and calculations as well as at software provided by the Company in physical or electronic form.
Manufacturer’s Liability, Insurance
- If Supplier is liable for product damage, he/she has to exempt the Company from requirements from third parties to the extent, that the damage was caused within Supplier’s sphere of authority and organization area and Supplier is liable in external circumstance.
- In the context of his exemption obligation Supplier has to reimburse for the expenses, that result from and in connection with claims of third party, including a callback, a field action or a warning from the Company or other information of customers. Larger legal claims remain unimpaired.
- Regardless of other claims of the Company, Supplier is obligated to have an extended product liability insurance with an appropriate covering sum per claim.
Provisions, Manufacturing Equipment
- Materials and products of any kind furnished by the Company (in the following “provisions”), remain property of the Company. A processing or a reconstruction by Supplier is made for the Company as manufacturer. If the provisions are processed with other objects not belonging to the Company, the Company acquires attribution of ownership of the new article in proportion to the value of provision (cost price) and the value of the other processed item at the time of processing and/or mix-up.
- Tools, designs, calculations, samples, models and other tooling, which the Company furnished to Supplier (in the following “manufacturing equipment”), remain the property of the Company and must be identified and separately stored as such. The Company has the right to visit the place where the manufacturing equipment are stored. If these or part of these are passed on to third party with the Company’s consent, the Company’ reservation of ownership is to be shown to third party in writing. The Company is to be informed immediately in case snatch measures from third party (e.g. seizing) threaten and must be handed all information and documents the Company need for asserting its rights.
- Supplier is obligated to use provisions and manufacturing equipment as well as all further confidential information and documents received from the Company exclusively for the production of goods ordered by the Company. Supplier will check the quality of provisions and manufacturing equipment immediately after their receipt. Supplier has to carry out the necessary maintenance and inspection work to the manufacturing equipment as well as repairs at his own expense and in time. The Company must be informed of any incidents immediately.
- Supplier takes the risk of loss, destruction or damage of provisions or manufacturing equipment. Supplier is obligated to insure the aforementioned items at the original value at his own expense against the usual risks such as theft, fire, water, break and other damages. At the same time the Company authorizes Supplier to go after all claims for damages from these insurances. All manufacturing equipment as well as any provisions not used for the production of the goods ordered by the Company must be returned immediately at the Company’s wishes, however, at the latest after completion of delivery or contract. In this respect, a right of retention is out of the question.
- Ownership of tools, designs, calculations, samples, models and other means, which Supplier made or purchased at the expense of the Company, will be transferred to the Company ownership upon production and/or acquisition; Supplier holds these for the Company. Supplier has to hand the Company a storage receipt with picture for these items. Otherwise, section 2, 3 and 4 apply accordingly.
Confidentiality, Place of Performance and Jurisdiction, Governing Law
- Supplier is obligated to treat all designs, models, company standards, calculations and other documents as well as information received from the Company in physical or electronic form, confidentially. They may only be shown to third party with the Company’s explicit consent. The requirement of confidentiality also applies after completion of the delivery and/or the contract; it expires, if and insofar the manufacturing knowledge contained in the received designs, models, calculations and other documents and/or the general information has become common knowledge. Place of performance and service is always the delivery address indicated by the Company.
- The general registered place of business of the Company is the exclusive place of jurisdiction. However, the Company reserves the right to also sue Supplier at its general court of jurisdiction as well as at any other responsible court.
- The law of the Kingdom of Cambodia applies, exclusive of the United Nations convention on contracts with regard to international trade (UN-commercial law).