Unless otherwise agreed in writing by the parties, the following general terms and conditions shall apply exclusively to the sale and purchase of products and services.
1. Scope of application
1.1 The Buyer (hereinafter referred to as the ‘Buyer’) and the Supplier (hereinafter referred to as the ‘Supplier’) express their agreement on the General Terms and Conditions for the Purchase and Sale of Products and Services stipulated or referred to herein (hereinafter referred to as ‘GTC’) with respect to all – and also future – enquiries, purchase orders, purchases and other transactions and services for the supply of products and services. These GTC shall also apply even if their application has not been expressly and explicitly agreed.
1.2 The Supplier acknowledges that the Purchaser hereby rejects the Supplier’s general terms and conditions of business as well as any other terms and conditions of the Supplier that may be included in order confirmations or other commercial papers. In particular, delivery or acceptance of products or services or payment for them shall not constitute an approval of terms and conditions other than GTC but shall be deemed definitive proof of Supplier’s acknowledgement of these GTC.
1.3 Any agreement on terms and conditions deviating from the GTC shall only be valid if the Buyer expressly confirms his agreement in writing.
1.4 In the event of any inconsistency between the individual elements of the contract between the Purchaser and the Supplier, the following documents shall take precedence in the following order: a. the Purchaser’s purchase order (hereinafter referred to as ‘Order’); b. the annexes to the Order; c. the GTC.
1.5 Neither the Order nor the contract nor the GTC shall restrict any legal claims which the Buyer may have. References to legal claims under specific Sections of these GTC shall not be construed as a waiver or limitation of the Buyer’s legal claims under other Sections; the Buyer’s rights and remedies set out in the GTC are in addition to any rights and remedies provided by law and are not exclusive.
2. Termination or cancellation of the Contract
2.1 The contract between Purchaser and Supplier shall be deemed terminated only when Purchaser has placed an Order in writing to be confirmed by Supplier to Purchaser in writing within two weeks of receipt; otherwise Purchaser is entitled to cancel the Order without incurring any liability of any nature whatsoever to Supplier. Only those Orders (including, without limitation, as well as modifications and supplements thereto) duly entered into,
issued in writing on the Buyer’s order forms are binding. Verbal agreements must be confirmed by the Purchaser in writing to be effective.
2.2 The Purchaser shall not be bound by any variation or addition made by the Supplier to the order confirmation.
2.3 The purpose of any correspondence is to indicate the full order number, as well as any reference data and the date(s) of any previous correspondence. Concerns should be addressed exclusively to the Buyer’s representative.
2.4 The Supplier may not cancel the contract except for just cause. Without prejudice to any other provisions under these GTC which shall prevail. provision under these GTC which shall prevail, the Purchaser is entitled to cancel the contract in whole or in part by giving written notice to the Supplier at any time prior to the Delivery Date (as defined below) in which case the Purchaser’s sole liability shall be to pay the Supplier fair and reasonable compensation for work in progress at the time of cancellation but such compensation shall not include loss of profit (whether direct or indirect and whether current or in advance) or any indirect or consequential damages.
2.5 Except as otherwise agreed in writing, the agreed price shall include all inputs and services necessary to achieve the agreed objective, even if these inputs and services are not stipulated in Buyer’s request, technical documents, the Order or other documents.
2.6 Buyer may at any time make written modifications relating to the Order, including modifications to drawings, methods of shipment, quantities, packaging, or time or place of delivery. If such modifications result in an increase in the cost of performance or the time required for performance, Supplier may submit a claim for an equitable adjustment to the price, delivery schedule, or both within 10 days of receipt of Buyer’s request for modification. Any such claim or adjustment may be approved in writing by Buyer without regard to any prior implementation of such modification pursuant to Buyer’s request.
Translated with DeepL.com (free version)
3. Delivery
3.1 We issue an order confirmation, an offer or other representations or commitments and undertake the delivery and performance obligations arising therefrom subject to the express reservation or express condition of the timely and sufficient supply by our manufacturers and suppliers of the resources (in particular alloys, graphite electrodes, refractories, gas, electricity, fuels, etc.) required for the performance of the offer (hereinafter also collectively referred to as “Resource Impairment”). If a Resource Impairment causes a permanent or temporary impossibility, substantial difficulty or delay due to circumstances beyond our control, we will not be in breach of contract or liable for any failure or delay, provided that we have notified Customer in writing (sufficient email) of the circumstances as soon as reasonably practicable and of the anticipated or possible duration of the effect on the performance of our delivery and service obligations.
If the parties do not agree otherwise within a reasonable time, our obligations thereunder shall be suspended and the delivery deadlines and/or dates for performance of our delivery and performance obligations shall be extended for the duration of the temporary impossibility, substantial impediment or delay. If the Impairment of Resources prevents, hinders or delays the performance of our delivery and service obligations for more than two weeks after the aforementioned extension, either party shall be entitled to terminate or rescind the contract in whole or in part. In this case, the parties shall reverse all services rendered to date to the exclusion of further claims of any kind and, in particular, the customer shall be immediately reimbursed for any consideration already rendered.
3.2 The delivery periods and delivery dates stipulated in the Order (hereinafter referred to as “Delivery Date”) are binding. Timely compliance with the delivery periods and the Delivery Date is determined by the date of receipt of the products and services and the required documentation (such as technical, shipping and test documentation or safety data sheets) in their entirety by the Buyer. Deliveries deviating from the Delivery Date or partial deliveries are permissible only if the Buyer has given its prior consent.
3.3 Buyer and Supplier hereby agree to apply the Order price, transfer risk and customs duties in accordance with Incoterms 2010 for products and services to the agreed place of destination within the European Union DAP (Delivery To Place), outside the European Union DDP (Duty Paid Delivery). The buyer will accept the invoicing of shipping costs only if they are explicitly agreed.
3.4 If the Supplier is in charge of the set-up or installation and unless otherwise agreed, the Supplier shall bear all necessary incidental costs, in particular, travel expenses, supply of tools, insurance and daily expenses.
3.5 The Supplier must give written notice in a timely manner prior to the arrival of the products. Returns shall be made at the risk and expense of the Supplier. The products shall be properly packed in the usual packaging and protected against any harmful influences of any kind. Unless specific requirements have been made by the Purchaser, the marking shall be done with the latest technology. Supplier is responsible for complying with all of Buyer’s shipping provisions included in the Order.
3.6 If the Supplier anticipates that it will have difficulties relating to production, supply of required pre-requisite materials, compliance with the Delivery Date or similar circumstances that could interfere with the Supplier’s ability to deliver on time or to deliver the agreed quantity or quality, the Supplier must notify the Purchaser immediately. In this case, the purchaser may withdraw from the contract upon receipt of this notice without stipulating another deadline and, at the Supplier’s expense, shall effect a cover purchase or exercise any other legal right without stipulating another deadline.
3.7 In case of non-compliance with the Delivery Date, even in relation to a single part of the Order, the buyer reserves the right at its sole discretion ipso jure – upon formal notice to the Supplier
- to either cancel all or part of the Order that is still to be delivered or to maintain the Order by
by applying any liquidated damages potentially stipulated in the contract.
3.8 Unconditional acceptance of an overdue product or service does not constitute a waiver of claims to which the buyer is entitled on account of the overdue product or service.
3.8 Unconditional acceptance of an overdue product or service does not constitute a waiver of claims to which the buyer is entitled on account of the overdue product or service.
the full payment of the amounts due from the buyer for the product or service in question.
3.9 The Supplier shall comply with all applicable standards, regulations and other legal requirements relating to the manufacture, packaging and delivery of the products.
relating to the manufacture, packaging and delivery of the products.
3.10 All products shall include a delivery slip in triplicate that specifically states: - the Order reference number
- the article number of the Order
- the grade clearly expressed in the Order
- profile and dimensions
- quality (weight and components)
- the casting number and test references
- the conventional color stipulated in our Order
- the gross weight of the load
- Certificate of Origin
Certificates of chemical analysis and mechanical properties shall be attached to the delivery note in duplicate. All proofs of delivery must be written in the local language of the purchaser.
3.11 Buyer shall not be deemed to have accepted the goods until it has had 30 days, or such other period specified in the Order, to inspect them after delivery. Without prejudice to any other rights provided to the Buyer, any latent defect in the goods may be notified to the Buyer at any time during the warranty period.
at any time during the warranty period.
4. Prices, Invoices and Terms of Payment
4.1 The prices set forth in the Order shall be fixed net prices unchanged until full performance of the Order and shall not be subject to any price escalation or price change whatsoever.
4.2 Invoices for products and services shall refer to the order number of the Order. If not provided for in the Order, payment terms shall commence (i) once the delivery or service has been completed on contractually acceptable terms and (ii) on the date of receipt of the correct invoice, whichever is later. Invoices for each delivery shall be prepared in pdf or, if requested by the buyer, in the number of originals requested and delivered by mail to the buyer’s address.
buyer’s address.
4.3 Any invoice that does not comply with these instructions shall be returned to the Supplier at the risk of extending the due date for payment of the invoices. Such invoices shall be drawn up in the local language.
4.4 Claims relating to the products or services entitle the buyer to withhold any payment due in full.
due in full.
5. Transfer of Ownership
The transfer of title occurs simultaneously with the anticipated transfer in accordance with the agreed INCOTERMS 2010. A reservation of proprietary rights of the Supplier shall be excluded.
6. Warranty
6. 1 Supplier warrants, represents and covenants to Purchaser that the products and services will be free from defects in design, material, and workmanship; will correspond in all respects with the Order, any specification, drawing, sample or description furnished (to the extent they contain parts and components required by the specification to be identical, they will contain parts and components that will be interchangeable and the mating surfaces of all replacement parts and components will be finished in accordance with any tolerances stipulated in the specification); shall be of satisfactory quality within the meaning of applicable law, at least of state-of-the-art quality at the time and place of delivery; shall be fit for the purpose made known or available to the Supplier either in writing or orally on or before the date of the Order; shall be complete and fully operational and shall be delivered with all its parts (and also those customary parts and safety devices which are not
specified in the Order but which are required for the proper functioning of the products or services); shall comply with all statutory requirements, regulations, and voluntary codes of conduct relating to the products and services and their sale and supply; shall be formulated, designed, constructed, finished and packaged so that they are safe and do not represent a health hazard.
6.2 Without prejudice to any right or remedy of Purchaser (whether express or implied), for a period of 24 months from the date of delivery, in respect of products or services which are not in conformity with the provisions of 6.1, Supplier shall, at Purchaser’s option: replace or repair the products or services free of charge; provide Purchaser with a credit note in the amount of the price of the non-conforming products or services; or comply with any other request selected by Purchaser
made available by law. In addition, Supplier shall be responsible for any costs and expenses incurred or borne by Buyer as a result of the nonconforming products or services, in particular, transportation, logistics, labor costs, assembly and disassembly costs.
7. Responsibility
7.1 If liquidated damages are agreed, including, without limitation, liquidated damages for non-compliance with contractually agreed performance parameters, for late delivery of inputs (incl. documentation), etc., the Purchaser may exercise this claim as long as payment of the invoice for the non-conforming products or services is pending without the need to reserve this right against delivery of the products and services. Execution of a damage exceeding this amount shall not be excluded by it. The payment of liquidated damages shall not release the Supplier from its performance obligations and any consequential liability. Buyer and Supplier agree that liquidated damages of any nature whatsoever may not be reduced by injunction.
7.2 The Supplier shall indemnify, keep indemnified and hold harmless the Purchaser in full and at its request against all damages, liability (including tax liability), losses, claims, costs (including enforcement costs), judgments and expenses which the Purchaser incurs or bears directly or indirectly in any way as a result of default or omission to perform, or default or delay in performance, or negligent performance of any obligations of the Supplier under the contract.
8. Third Party Claims
Supplier warrants that the products or services are not subject to any intellectual and industrial property rights, including, without limitation, patents, know-how, registered trademarks, registered designs, utility models, applications and rights to apply for any of the foregoing, unregistered design rights, unregistered trademarks, rights for the prevention of unfair competition imitation fraud, copyrights, database rights and any other rights to any invention, discovery or process, in each case, in the country of Buyer’s location and all other countries of the world and, together with all renewals and extensions and shall hold Buyer harmless from and against all damages, liabilities (including any tax liability), losses, claims, costs (including costs of enforcement), judgments and expenses incurred or borne by Buyer.
9. Breach of Contract
9.1 If the Supplier (including its subcontractors) is – even without fault – in breach of its obligations under the Order or these GTC (including failure or delay in delivery), the Purchaser shall have the unrestricted right to terminate the contract in whole or in part, after having granted a single, written and reasonable grace period (at the Purchaser’s discretion) unless otherwise provided for in the Order or otherwise in these GTC. Notwithstanding any other events provided for under these GTC or at law where no grace period shall be provided, in the event that the Supplier violates voestalpine’s Code of Conduct, the Purchaser reserves the right to terminate or withdraw from existing contracts without any grace period.
9.2 Without prejudice to any other remedy of the Purchaser, if the Supplier (including its subcontractors) is in default of its obligations under the Order or these GTC (including failure or delay in delivery), or the Purchaser terminates the contract in accordance with Sections 3.5 or 9.1, then the Purchaser shall be entitled (but not obliged), whether or not the products have been accepted to: cancel any or all remaining instalments if the contract has not been terminated; refuse to accept any deliveries
(a) The Supplier shall not be liable for the subsequent delivery of the products or provision of the services which the Supplier intends to make; and (b) recover from the Supplier reasonable additional expenses incurred by the Purchaser in obtaining the products or services as a substitute for another supplier.
9.3 The Supplier shall have no claim against the Purchaser arising from such termination or withdrawal.
10. Liens / Withholding Rights
10.1 The Supplier shall not create – nor shall it do anything that would cause the creation of – any lien, levy, lien or any other security interest on the products and services or any part thereof.
10.2 The Supplier shall ensure that a similar provision is included in each of its subcontracts.
11. Insurance
11.1 The Supplier itself shall conclude insurances that are necessary for the scope of its products and services. Upon written request of the Purchaser the Supplier shall deliver to the Purchaser all documents necessary for the verification of valid insurance coverage and authorizes the Purchaser to obtain information on insurance policies from the relevant insurance company.
11.2 The Supplier is obliged to pay its premiums on time and to provide the Purchaser with a confirmation issued by its insurance company about the due date of payment and the payment made.
11.3 However, this or any other insurance does not limit the Supplier’s duties and liabilities in any way, even if the Purchaser raises no objection against the insurance policies the Supplier shall produce them at the request of the Purchaser.
12. Confidentiality and Documentation
12.1 The Supplier is obliged to treat all data and information made known or available to it in the course of our business relationship as business secrets. This obligation also extends to the Supplier’s employees and subcontractors. It shall continue after termination of the business relationship.
12.2 Drawings, models, templates, samples and similar items provided by or on behalf of the Purchaser remain the property of the Purchaser and must not be transferred or made available to unauthorized third parties. Reproduction and use of such items is only permitted to the extent necessary for the performance of the Order.
12.3 The Supplier may only promote its business contact to the Purchaser after having received the Purchaser’s prior written consent.
12.4 The Purchaser reserves all rights to such information (including copyrights and the right to apply for industrial property rights, such as patents, utility models, semiconductor protection, etc.). In the event that this is provided to the Purchaser by third parties, the reservation of rights also applies for the benefit of such third parties.
13. Export Control and Customs
Supplier shall be obligated to inform Buyer of any applicable (re-export) permit requirements for the products under national, European, or U.S. export control law and customs regulations, as well as the export control law and customs regulations of the country of origin of the products.
14. Performance of Work
Persons performing work on the Buyer’s premises in performance of the contract must observe the respective provisions of the Buyer. Liability for accidents suffered by such persons on the Purchaser’s premises is excluded except to the extent that they are caused by
the grossly negligent breach of duty on the part of the Purchaser’s legal representatives or persons employed by the Purchaser in the performance of the Purchaser’s obligations.
15. Compliance; voestalpine Code of Conduct
15.1 The Supplier shall comply with the respective legal provisions regulating the treatment of employees (in particular with regard to the application of social security, compliance with applicable employee protection regulations and laws regulating the employment of (foreign) persons applicable in the country where the products and services are to be manufactured), environmental protection and occupational health and safety. The products or services (within or outside the Buyer’s premises) shall be manufactured and, always in accordance with the applicable laws (including conformity and CE standards), in compliance with the relevant safety provisions (industrial safety standards) and provisions for the prevention of accidents. The Supplier assumes responsibility for the safety of its personnel (including any other manufacturer who may have been assigned by the Supplier, in particular its representatives, its subcontractors, carriers) during any activity.
15.2 In the supply of products and services, Supplier (and Supplier shall ensure the same for its subcontractors) shall comply with the laws regulating Supplier’s activities vis-à-vis Purchaser and shall follow the EHS principles of international laws and standards, as well as Purchaser’s currently applicable EHS guidelines. This includes that the delivery of the products and services be accompanied by all relevant information, warnings, instructions and
documentation in relation to the use, handling, storage, operation, consumption, transportation and disposal of any products or services or parts of materials, in particular in relation to hazardous materials which shall be clearly identified to the Buyer; and shall be free of asbestos, halons, chlorofluorocarbons and radiation in excess of natural background levels, unless otherwise agreed with the Buyer.
15.3 The Supplier is aware that voestalpine is committed to the voestalpine Business Partner Code of Conduct set forth below (also available at https://www.voestalpine.com/highperformancemetals/argentina/es/voestalpine-argentina/codigo-deconducta/ together herewith and confirms having understood and will comply with the voestalpine Business Partner Code of Conduct and the values set forth therein.
16. Various
16.1 The place of performance shall be the final destination mentioned in the Order. The foregoing shall apply to the Supplier in particular in connection with any offer, service and payment, whether or not an individual agreement has been reached on the place of deliveries, services or payment of transport costs.
16.2 The requirement to send communications in written form shall also be deemed to be fulfilled if they are sent by remote data transmission or facsimile.
16.3 Any amendment and/or modification of the contract shall be made exclusively in writing.
16.4 The invalidity, illegality or unenforceability of any provision of these GTC shall not affect the other provisions of the GTC or the Order. In the event of the invalidity or unenforceability of any provision of these GTC, it shall be deemed to have been replaced by a provision as nearly as possible reflecting the original intention of the parties.
16.5 The contract shall be governed by and construed in accordance with the substantive law applicable to the relevant registered office of the Buyer, without giving effect to the UN Sales Convention (CISG) and the conflict of laws of private international law.
16.6 The place of jurisdiction for all disputes arising out of or in connection with the Order shall be exclusively either the court having subject matter jurisdiction for Buyer’s location or, solely at Buyer’s discretion, the court having subject matter jurisdiction for Supplier’s location.
Code of Conduct for voestalpine Business Partners
This Code of Conduct defines the principles and requirements that voestalpine imposes on its suppliers of products and services and for business intermediaries, advisors and consultants and other business partners. These principles and requirements are based on the voestalpine Code of Conduct and the principles stipulated in the UN Global Compact.
Compliance with legal regulations
The Business Partner agrees to comply with the legal regulations of the applicable legal system(s).
Fair Competition
The Business Partner undertakes not to restrict free competition and not to violate national and international antitrust laws.
Prohibition on active or passive corruption/ prohibition on granting benefits (e.g., gifts) to employees.
The Business Partner undertakes that it will not tolerate any form of active corruption (offering and granting of benefits; bribes or passive corruption (solicitation and acceptance of benefits), nor will it contribute to such conduct in any way whatsoever.
benefits), nor will it contribute to such conduct in any way.
The Business Partner undertakes not to offer gifts or other personal benefits (e.g., invitations) to voestalpine employees or their close relatives, where the total value of such benefits and the specific circumstances cause the impression that a particular action is expected in return from the recipient. Whether or not this is the case will depend on the specific circumstances of the particular case.
In any case, gifts of minimal value and hospitality that falls within the range of customary commercial practice shall be permitted.
Furthermore, the Business Partner undertakes to offer customary market prices to employees who purchase products or services for their personal use, and/or that it will only provide discounts or other price reductions if they are offered to all voestalpine employees.
Respect and Integrity.
The Business Partner hereby undertakes to respect and comply with human rights as fundamental values on the basis of the European Convention on Human Rights and the United Nations Charter. In particular, this applies to the prohibitions on child and forced labor, the equal treatment of all employees, and the right to employee representation and collective bargaining.
The Business Partner also undertakes to assume responsibility for the health and safety of its employees.
Supply Chain
The Business Partner shall adequately promote its business partners’ compliance with the contents of this Code of Conduct.