General Terms and Conditions
- Our offers, acceptances and contracts are based upon our General Terms and Conditions. Deviating conditions set by any customer are not included, even if we do not expressly object to such conditions.
- Deviations from these General Terms and Conditions shall only be effective, if confirmed by us in writing.
- Our offers are not binding and do not represent any obligation for us to accept the respective order. A contract will only be effected through our written confirmation or submission of an invoice.
- The delivering company keeps the property of alls data and papers and drawings. They may not be disclosed to other parties. The delivering companies are only. The RECIPIENT shall keep in strict confidence the PROVIDER’s INFORMATION and shall not without the prior written consent of the PROVIDER
- use any such INFORMATION for any purpose other than the PURPOSE; nor
- disclose or make available any such INFORMATION to any third party; nor
- disclose or make available any such INFORMATION to any officers or employees other than to those who require access to the INFORMATION for the PURPOSE and who agree to be bound to the terms of this Agreement, and then only to the extent required for the PURPOSE; RECIPIENT shall assume full responsibility for the performance of its officers and employees under this Agreement; nor
- make any commercial use of any such INFORMATION, nor use any such INFORMATION for filing any patent application.
- All deliveries and services are based on these General Terms and conditions. Other generals terms of the purchasing company do not become part of this contract. A contract is set in place when the delivering company is sending an order confirmation although there might not be an official order included.
- To all in this context of purchase order given drawings, calculations and data we have the rights of original use for them.
- As a general rule, the supplier is obliged to provide and fulfil the verification obligations required under the Supply Chain Act. This includes or here the Supply Chain Act covers the following areas in particular:
- Integrity of life and health;
- Freedom from slavery and forced labour;
- Protection of children and freedom from child labour;
- Freedom of association and collective bargaining;
- Protection against torture;
- Prohibition of disregard of the respective nationally applicable obligations of occupational health and safety.
- Prohibition of the withholding of a fair wage; compliance with minimum wage regulations;
- Prohibition of unequal treatment and discrimination against employees, whereby unequal treatment also includes the payment of unequal remuneration for work of equal value;
- Prohibition of unlawful taking of land, forests and waters for acquisition, development or other use;
- Environmental obligations to protect human health.
- The prohibition of exports of hazardous waste as defined in the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes.
2. Prices and Incidentals
- Our prices are understood in Euro, ex works Osterode am Harz – locality Lerbach – packaging excluded, plus value-added tax in the amount prescribed by applicable law on the day of delivery. Our prices are without commitment, unless a fixed price was expressly agreed.
- Packaging will be invoiced for separately and will not be taken back by us.
- Shipment is always for consignee’s account and risk.
- If, in exceptional cases, free delivery was agreed, delivery will be performed carriage paid to cargo railway station, or by forwarding agency. Haulage costs at the place of receipt will be for consignee’s account.
- Insurance against damage to or loss of goods during transfer or against breakage shall be procured only upon express demand by customer, at his expense and for his account.
- If we take over a design task on the basis of drafts handed in by customer, and if this proves to be infeasible, or if we fail to achieve a technical development, we were commissioned to do, without us having to guarantee for its success, then our expenditure in terms of labour and material is to be remunerated at conventional prices and irrespective of the agreed price. Any claims for damages shall remain unaffected. Should the development be only achieved with expenditures in terms of labour and material in an unforeseen amount, then the price agreed for the product concerned shall increase accordingly.
- The definition of Hot Runner or Cold Runner Systems is in accordance with the ordering company.. An Installation is done according to the requirements of the delivering companies. The ordering company is also responsible for the shrinkage of the materials for the mould. Drawings, Data and model pieces are staying in the property of the delivering company. Cad Data , desing data and drawings are being kept for 10 years after completion of the mould within the rooms of the delivering company.
- If needed, enough sampling material will be given for sampling the mould from the ordering company to the delivering company.
3. Delivery and Lead Times
- The lead times and delivery dates quoted by us are not binding, except as otherwise expressly agreed in writing.
- Any agreed lead time shall start from the day of order confirmation or the day, when offer and take-in have been effected concurrently. Should any uncertainties with respect to details of the order continue, which render it difficult for us to start performing, lead time shall start upon elimination of such uncertainties.
- The obligation to fulfil agreed deliveries and lead times shall only be valid under the condition of an undisturbed manufacturing process. We are not to be held responsible for delays in delivery and performance due to acts of god, strikes, lock-outs or events, which obstruct delivery considerably or make delivery impossible for us, even if such events occur at suppliers and subcontractors of us; this also applies in case of terms and deadlines agreed as binding. Such events entitle us to delay delivery and/or performance by a period equivalent to the duration of the obstruction plus a reasonable running-in period, or to partly or wholly withdraw from the contract on account of that part of the contract, which has not been fulfilled yet. Penalties for default, claims for damages or claims worded in any other way are rejected.
- If there are some reasons for a delay of the shipment or the acceptance of the shipped good at the delivering company and if the the ordering company is responsable for this delay, then, potential cost have to been covered by the
purchasing companies after the information of shipment has arrived at his location.
- The obligation of fulfilling the delivery is of goods and services is only possible when a normal not-disturbing production is possible. Delivery and service postponements because of force majeure, acts of god, strikes, lock out risk and for reasons, which can occur at one of our delivering companies, then even fixed delivery dates can be postponed. For this reason, we have the right to postpone our delivery plus an acceptable restarting time. It is not allowed to withdraw from the contract because of these reasons. Penalties and indemnification claims are not accepted neither
- Due to the current CoVid19 situation and the resulting problems, we ask for your understanding that delivery times may be exceeded or the contract may be cancelled. We are currently unable to guarantee timely delivery and decline any liability for delays. Nevertheless, we will endeavour to execute your order as far as possible in due time, but are ourselves dependent on a delivery by our suppliers, which is currently only guaranteed to a limited extent. In the event of a delay or even non-availability of the service and a resulting delay or withdrawal, we will inform you immediately and reimburse any payments already made to you without delay. In the event of an impediment for which we are responsible, we shall have no right of withdrawal.
4. Warranty, Liability
For delivery and deficiency in title it is accepted as followed and excluded for further claims: material defects and defects:
- The warranty limitation period starts on the date of delivery. Customer has to direct and substantiate complaints and notices of defects to us in writing immediately, but not later than 8 days after receipt of the supplied good. Failing this, the goods are considered as accepted, so that we are entitled to reject the complaint as being unfounded. Defects, which, even upon careful inspection, are impossible to detect within this period, have to be notified to us in writing immediately upon their discovery.
- A complaint can only extend to rectification of defects, decrease in value or replacement of the defective products, but not to other costs and compensation for damages. Entitlement to a price reduction (lowering of remuneration) shall apply only, if we decide that rectification of the defect or delivery of replacements cannot be performed, or if rectification or replacement measures have failed. Any additional claims for missed profit and consequential damages caused by the defects are excluded.
- A warranty obligation for products and services, which were rendered unusable due to carelessness, wrong treatment, repairs, interference or other modifications performed by customer or any third parties, or which were reworked by any third party, does not exist.
- Modifications and repairs of tools, moulds, jigs and fixtures, as well as contract work shall be performed exclusively at customer’s risk and under his responsibility. In such cases we are liable only for the work performed by us, but not for the work piece handed over to us for working; and any and all further claims, above all claims for damages, claims for missed profit and consequential damages caused by defects are excluded. We are under no obligation to accept any goods returned to us without our approval. We are entitled to return or store such goods at sender’s expense and risk.
- Claims for damages, irrespective of type or legal ground – above all claims arising from contract negotiations, default, non-performance, product liability, or consultation – which may be raised against us, our employees or staff of a subcontractor commissioned by us, are excluded, except in proven cases of intent or gross negligence. The liability regulation under 6) also applies to consultations given by us orally, in writing, by way of tests or in any other manner. Such consultation is considered only as advice without any binding power. This does not discharge customer from verifying suitability for the intended use and purpose himself. Responsibility for utilisation and processing of the purchased goods lies with customer alone.
- is the rectification of a defect not in a proper way then there is no liability for the potential cost which occur from this issue. This is also applicable for set in place work which is initiated by the ordering company.
- Defect of title: Is the usage of the mould or the parts or the Fuel Cell components leads to patent violations or the violation of industrial or intellectual property rights, the the delivering companies is obliged to change the mould or the parts in a way that they can be used. If it is not to fix this situation the ordering company may withdraw from the contract, but no patent fees or further additional cost will be accepted.
5. Limitation of action and guarantees
- Our contracts and deliveries are performed under the oreservation that title will only pass over to customer, when he has fulfilled all of his obligations under this and any previous contracts. In case of current accounts, title reservation also serves to secure the balance claim, which accumulates until the end of that year, during which the respective deliveries were made.
- Customer may sell the reserved goods in the ordinary course of business under reservation of title. Customer shall in any event assign all claims, including any and all ancillary rights and securities from such resale, to us. If, prior to resale, the reserved goods are processed, combined or mixed with goods of any other persons, creating co-ownership for us, then buyer shall in advance assign to us that part of his claim arising from such resale, which corresponds to our share in the co-ownership. If our property is sold together with other goods at a total, price, which is not itemised, then a partial detachment in the amount of the invoiced value of the goods reserved in the initial transaction is agreed.
- Customer is, subject to revocation, authorised to collect the assigned claim for us, provided that he fulfils his financial obligation and provided that he is not overindebted or unable to pay. He has to immediately transfer to us the collected amounts corresponding to our due claims.
- Customer has to ensure that our property or assigned claims are not impaired in any way. Upon our demand, customer is obliged to disclose the fact of assignment to his purchaser; we are entitled to do so any time as well. Customer has the duty to supply us with information about the whereabouts of the goods and about the assigned claims, to permit inspection of accounts and to hand over appertaining documents.
- Customer has to notify us about any other assignments of claims. Should our property be attached, he has to point out the fact of our title to the property concerned, inform us immediately about any such attachment and to send us a photocopy of the minutes of attachment, including an affidavit, that we hold title to the attached goods. For damages which have occurred from the delivering good itself the delivering company is only obliged for the responsibility – by intention – by act of gross negligence – intended violation of life, body and health – by defects which are malicious denied or not mentioned – by defects where there is a governmental obligation to fulfil them
6. Limitation of action
- Or contracts, services and deliveries are delivered and fulfilled under the reservation that the property is only passing to the buyer when all the obligations are fulfilled by the contracts. When using advance on current account is accepted also to counter count the payments on advance in current account.
- The customer is allowed in a regular basis to sell further the goods which are under reservation of property rights. In any and this cases he is conveying all claims and all side rights out of safety issues to the vendor of the moulds, the parts or Fuel cell components. Is there is a mixture of certain components, then the delivering company becomes co-owner of the goods.
- The customer is irrevocable authorized to claim the goods which are under reservation of property rights as long as he hat no followed the payment obligations of the delivering company.
- The customer has to take care that our rights and claims of property and our rights from the delivery under reservation of property rights are not restricted in a certain way. He has to counter delivery these issues within a certain time. The customer is obliged to pass out the necessary information for the delivery which is assigned.
- Our contracts and deliveries are performed under the reservation, that title will only pass over to customer, when he has fulfilled all of his obligations under this and any previous contracts. In case of current accounts, title reservation also serves to secure the balance claim, which accumulates until the end of that year, during which the respective deliveries were made.
Deviations from these General Terms and Conditions shall only be effective, if confirmed by us in writing.
7. Payments and Securities
- Terms of payment for moulds, tools, jigs and fixtures: 1/3 of the total contract value upon contract award 1/3 of the total contract value upon completion 1/3 of the total contract value 30 days after the date of invoice, net all payments to be made cash.
- Terms of payment for other supplies and services such as rubber parts, plastic parts, silicone parts, Fuel Cell components and electrochemical components: within 30 days after the date of invoice net cash; contract work immediately net cash.
- Decisive for any payment to be considered punctual is receipt of the amount concerned. In case of delayed payment, interest in accordance with bank practises shall be applied. If customer is in arrears with his payments by more than one week, the entire remaining amount shall fall due for immediate payment. The same applies to resales.
- Payments by cheques or agreed bills and customer’s bills, acceptance of which we shall have to reserve from case to case, shall only be considered as fulfilment when paid, all costs, charges and discounting charges deducted. We do not accept any warranty for timely payment or protesting of bills.
- Customer will only be able to explain any set-off with an undisputed claim or a claim recognised by declaratory judgement. Any titles, which customer may hold against us, may only be assigned with our express written approval.
- Customer has to advise us of any circumstances, which may influence his credit standing, as e.g. changes in ownership, legal form of his company, changes of address, or assignment of claims to any third parties. Should any deterioration in the credit standing of customer become discernible, then we are entitled:
- to demand provision of security, above all, to enforce our reservation of title; however, this shall not signify withdrawal from the contract.
- to demand payment of all outstanding amounts and prepayment of all amounts which have not fallen due yet, before we perform.
- to set a time limit for payment and claim damages for non-performance.
- to withdraw from the contract.
8. Final Clauses
- Place of jurisdiction and performance for both parties shall be Osterode am Harz.
- Invalidity of individual items of this contract shall not affect any part of the remaining contract.
- Our previous General Terms and Conditions are herewith replaced by the above Terms and Conditions.
9. Code of Conduct (for Eisenhuth and it’s Suppliers)
This code of conduct defines the principles and requirements of EISENHUTH („EISENHUTH“) for all suppliers of goods and services, for their sub-suppliers as well as for the group companies of the sub-suppliers and subcontractors (defined below jointly as “supplier” or “suppliers”) with regard to their responsibility towards the society, the environment and the persons participating in the manufacture of goods and/or the provision od services.
EISENHUTH reserves the right to modify the requirements of this code of conduct in case of modifications to the EISENHUTH Compliance Program.
As condition for the business relations with EISENHUTH we expect from suppliers that they comply with these requirements. It is the intention of EISENHUTH of maintaining this code of conduct in the spirit of a constructive dialogue and a cooperative partnership with the suppliers. If EISENHUTH verifies or suspects cases of violation of this code of conduct and informs the supplier on this, EISENHUTH expects that the supplier investigates and corrects the problems of incompliance as soon as possible and within an agreed time frame. If the supplier is not willing to eliminate these problems, EISENHUTH reserves the right of taking appropriate legal action, such as measures for completely terminating the business relations or for sponsoring, pursuing and implementation of any corrective action.
The code of conduct implies the application of the following principles to suppliers and sub-suppliers and subcontractors: commitment according to ISO 26000.
EISENHUTH completely acknowledges the guideline for social responsibility (ISO 26000) and will coordinate all activities with the principles of social responsibility expressed in the guideline.
Moreover EISENHUTH expects from its suppliers that they acknowledge the principles and basic arguments of ISO 26000 and will act accordingly. The requirements listed nelow serve the purpose of specifying the ISO 26000 guidelines more in detail.
Suppliers shall respect and fulfill the laws and rules of all countries where they are doing business, procure and/or sell. In case the local legal provisions follow a lower level than the international standards as herein indicated, the suppliers are to comply with the most recent international standards. Suppliers shall respect the human rights and diminish the effect of their companies or activities on the environment. Suppliers shall implement the requirements of this code of conduct within the whole chain of supplies.
Employment and social policies – No child labour
EISENHUTH respects the right of children to progress and education. Supplies must not employ children and thereby violate the convention of the International Labour Organization (ILO minimum age convention no.. 138, 182). The minimum employment age is the legal minimum age for the country or the age of termination of obligatory schooling in that country whichever age is the higher one.
No forced labour
Suppliers shall by no means use, sponsor or otherwise provide for forced or involuntary labour. This forced or involuntary labour may include, without any limitation, practices such as limitation of freedom of movement of people, retaining wages or identity documents in order to force them to remain at their workplace; forcing people into a trap of unjustified requirements or wage deductions which they cannot escape (see ILO convention no. 29, 105). Suppliers shall take care that workers do understand their rights with regard to the payment of wages for extra hours and the safekeeping of identity documents. Therefore suppliers will guarantee that the workers get a fair treatment and their rights are respected. If workers are employed by third parties, suppliers particularly will take care that these principles are being applied properly.
Working hours (including extra hours) shall comply with the applicable laws and rules, collective agreements and international conventions. Suppliers will refuse extra hours in replacement of an insufficient regular wage. Extra hours being paid for, the payment will depend on the corresponding legal agreements and/or provided for as agreed upon in collective agreements. Work or services beyond the normal daily working hours shall not be enforced by exploitation of the vulnerability of a worker under a threat of punishment.
Suppliers shall comply with all applicable laws and rules, including those with regard to minimum wages, extra hours and benefits prescribed by law. Suppliers shall pay wages which are not below those established for commerce or industry in that country where the work is performed. At places where there does not exist any legal obligation for establishing a minimum wage, the IAO convention no. 131 version 1; 05/2018 2, will be the base for establishing the minimum wage. The workers shall get faire wages and in due time.
Equal treatment and equal pay
EISENHUTH respects cultural differences. Suppliers shall not discriminate or otherwise emarginated workers in recruitment procedures and in connection with the work, e.g. applications, promotions, other benefits, access to training, work assignments, wages, social benefits, discipline, termination or retirement due to race, colour, age, gender, sexual orientation, ethnic affiliation, disability, religion, political affiliation, union membership, nationality, social background or family status (see IAOÜ convention no. 100, 111)
Freedom of assembly and association
Suppliers shall respect the right of the workers to freely organize themselves, to constitute a workers organization of their own choice and to join it, to get represented and conduct collective wage negotiations, as admissible in accordance with the applicable laws and rules. Suppliers shall take care that representatives of these workers are not discriminated (see IAO convention no. 87, 98). Suppliers shall strive for a fair relation between their economic interests and the interests of their workers.
Health and safety
Suppliers shall take care that the risks for health and safety for workers, vendors and the public caused by their activities are lowered. EISENHUTH requires its suppliers to implement their activities in accordance with all applicable legal provisions in a safe way according to acknowledged rules of the art and best practice standards of the trade. Accordingly suppliers are expected to demonstrate a clear commitment to the health and safety management as well as to effective and proactive guidelines and procedures. The suppliers are expected to sponsor the guarantee, the strengthening and the further development of safe conditions at work. EISENHUTH will take the occurrence of accidents in connection with a reactive control very seriously and require a complete disclosure of statistics. Upon request, suppliers shall place at the disposal of EISENHUTH health and safety indicators for risk evaluation and the related improvement plan.
Environment and environment guidelines
Suppliers shall apply measures contributing to the protection of the environment during the production cycle, design, development, production, transport, operation and disposal or recycling. EISENHUTH expects from its suppliers that they try to treat valuable resources with care, to consume less energy and to produce less waste by a sustainable use. For this reason, the products and services also in future should continue to be extremely environment friendly. In order to comply with the international standards, the suppliers will cooperate closely with local authorities and the competent local institutions.
EISENHUTH encourages suppliers and expects them to be certified according to ISO 14001 or equivalently according to SpaEfV.
Innovation and product life cycle
EISENHUTH is concentrating on providing the market with products which offer best environment standards. Consequently the suppliers should be committed to pursue voluntary research initiatives in order to develop ecological products. It is expected from the suppliers not only to consider the environmental effects of their products in the design phase but also during their production and procurement processes.
Preservation of natural resources
The suppliers shall concentrate on reducing the use of raw materials and resources and avoiding the waste produced at all activities as far as possible. Corresponding processes shall be implemented.
Conflictive raw materials
EISENHUTH expects from its suppliers to sponsor the principles and practices of social responsibility for the whole value chain and assign to the procurement ethics an important role. In particular the supply and procurement of conflictive raw materials, such as tin, tantalum, tungsten or gold, must be controlled with regard to transparency, safety and in accordance with the most recent EU rules.
Reduction of CO2 emissions and water consumption
Suppliers should sponsor the development of technologies for limiting CO2 emissions and the consumption of water as well as solutions for saving energy and recycling and implement logistics strategies which minimize the environmental impacts.
Osterode am Harz, January 2022