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General Terms and Conditions of Purchase of TS TestingService GmbH

1. General – Application Area
1.1 The legal respect between the supplier and TS TestingService is directed after this General Terms and Conditions of Purchase ("Terms of Purchase") and any other arrangements.
1.2 These Terms of Purchase are exclusively valid. Standing in the way or from these shopping terms divergent conditions of the supplier are not valid, unless, TS TestingService would have agreed to its validity.


2. Conclusion of the contract (orders and acceptance) and contract changes
2.1 Orders and arrangements are only obliging if they are given by our purchase department or management in writing or are confirmed. The goods for which a written order is not given do not oblige us and are not paid, even if such goods are produced on demand of our staff. These general purchase conditions are valid for all orders, also those which do not have a sales contract to the object.
2.2 By acceptance of the order these general purchase conditions become terms of contract. The delivery conditions added to the offer or the purchase order of the supplier are not valid also if we do not contradict them expressly. Payments or acceptance of performances by us mean no acknowledgement of any sales and delivery terms of the supplier. Different-being conditions are valid only, as far as they are recognized by us expressly in writing.
2.3 Oral arrangements before, with or after conclusion of the contract, in particular additional changes and supplements of these purchase conditions (including the change of this written form clause) as well as additional agreements of every kind, need to its effectiveness of written confirmation of TS TestingService.
2.4 Provided that nothing else is agreed, our prices are fixed prices. One-sided price changes are not allowed.
2.5 Until differently agrees and according to our orders and here to referring confirmations all deliveries are carried out as free delivery or acquisition place. We can give instructions to packaging and mode of transport; without such instructions it is to be sent in commercial standard packaging and in adequate more commercial standard. If nothing else is agreed in writing, our address Gruener Winkel 10, D-52070 Aachen, is decisive. A delivery note is to be added to every consignment, namely for every order separately; by delivery to third parties on the delivery note it is clear stated that the delivery follows in our name. At the same time a delivery note duplicate is to be sent to us. Every delivery note and every stack piece is to be marked with supplier, our order number as well as the exact name of the delivered product in kind and amount. Part deliveries are only allowed with our written approval.
2.6 The supplier is liable for the fact that his delivery is a free from third rights and that no patents or other trade mark rights of third parties are injured by his deliveries and his stipulated realisation.
Our claims from warranty of title come under the statute of limitations within a period of three years, calculated from our knowledge or roughly negligent unawareness of the basic breach of duty.

3. Prices and Payment Terms
3.1 If the contract prices are not fixed with the order by TS TestingService yet, they are to be filled in by the supplier in the copy of the order that has to be sent back. An order results only when TS TestingService has accepted these contract prices in writing. All delivery costs (duties, packaging, transport, assurance) are to be expelled separately by the supplier within the scope of his offer and are, with the exception of the legal value added tax, to be carried of the supplier in the absence of divergent written arrangement
. Price increases of the products been delivered, including the rise of the delivery costs, need the previous written approval of TS TestingService.
3.2 Delivery notes and invoices are to be provided with our order number. The single bundles of the delivery must be provided with the commercial name of the supplier. With no observance we reserve ourselves the right to charge the supplier for the costs originating from relabeling. Transport insurance premiums are not refunded because we are self insurers.
3.3 So far nothing else is agreed, our payments are carried out once a week by the first date of payment which follows a term of two weeks after receipt of goods and invoice. Invoices are easy to be drawn up with the information of the order number and are to be send to TS TestingService. If the goods come later than the invoice or if the delivery or the invoice is incomplete, the arrival or proper invoice receipt is authoritative for the cash discount period. By defective deliveries the payment term begins with proper supplementary performance.
3.4 We are entitled to settle the demands of the supplier.
3.5 Without our previous written approval the supplier is not entitled, which may not be refused unfairly, to resign his demands against us or to collect by third. By presentation of extended retention of title the approval is valid as given.


4. Packaging
4.1 The object of delivery has to correspond to the specifications as may be designated by us as well as the agreed DIN-, VDE-and similar regulations. Dangerous materials are to be packed according to the valid laws and to be marked. The corresponding security data sheets are to be provided. Also dangerous goods must be packed according to the valid laws and be marked. The dangerous good classification or if necessary the note »no danger property« is to be stated on the delivery note.
4.2 The delivery or performance is to be processed in such a way that the valid legal and official regulations that applies to us on the delivery date are met. This is particularly valid for EU regulations, on EU guidelines based laws, the Equipment Safety Act, accident prevention regulation and other industrial safety regulations as well as the security-technical and working-medical stand of the technology.
4.3 Until differently agrees, the CE-sign must be obviously clearly attached; the declaration of conformity and the risk assessment are to be provided.
4.4 Basically packaging should be reusable packing and be made of ecologically friendly materials. Packaging material should be produced CFC-free and being innocuous freely of chlorine, chemically inactive, ground water-neutrally and in combustion. The packaging material is to be marked with approved recycling symbols, as for example to RESY or material symbols, as for example PE. The supplier is obliged to independently discharge his rubbish, packaging etc. free of charge for us. If he does not comply to this arrangement, we will carry out the disposal without other appointment of a date on his expenses.

 
5. Delivery Dates, Risk Transfer and Transport
5.1 Agreed terms of delivery begin with completion of the contract. For the decisive of the deliveries it depends on their arrival at the delivery or takeover place. For the decisive of deliveries with installation or assembly as well as for the decisive of other achievements it depends on their decrease. By recognizable delays we are immediately to be informed. Delay of delivery also occurs without reminder with expiry of the term of delivery or the date of delivery. Provisory of all other rights in the delay case we are entitled to the assertion of an all-inclusive compensation of 0.5% of the value of delivery per completed week of the delay of delivery, at most, however, 10%; the all-inclusive is reduced appropriately if the supplier proves that a lower damage has originated to us.
5.2 Provided that nothing else is agreed the delivery has to follow DDP Incoterms 2000 to TS TestingService or to the place named by TS TestingService. Any time TS TestingService has in case of the delivery DDP or for the case, that TS TestingService takes over the transportation costs, the right to rearrange the delivery to Incoterms FCA Incoterms 2000. The transportation costs are to be drawn off from the delivery price accordingly. If TS TestingService takes over the transportation costs, the supplier is obliged to choose the most convenient and cheapest customary delivery and packaging possibilities (UPS, Schenker) for TS TestingService, unless in case of the acquisition of the forwarding expenses TS TestingService exercise her right to prescribe delivery way and
transportation costs.
5.3 With arrangement DDP for the observance of the delivery date or the delivery deadline the goods and shipping documents receipt is authoritative at TS TestingService or the place of destination named by TS TestingService. This is also expressly valid for deliveries FCA, so that the supplier has to provide the goods taking into account the usual time for loading to consider and to consider delivery and loading times.
5.4 In case of over- and/or under deliveries of ordered amounts as well as by untimely delivery TS TestingService reserves the right itself to decline the delivery at the expenses of the supplier or to value the invoice accordingly.

5.5 Under giving of reasons and the prospective duration the supplier has to inform TS TestingService
immediately if an exceeding of the delivery and/or performance date becomes recognizably. The absolute
acceptance of the late delivery shows no renunciation TS TestingService's on their rights in view of the
untimely delivery.


6. Notice of defect
6.1 As soon as they are ascertained after the circumstances of a proper office routine, TS TestingService has to indicate immediately shortages of the delivery to the supplier. In this respect the supplier renounces the objection of the late notice of defects. Payments of TS TestingService show no recognition of the flawlessness.


7. Liability for defects
7.1 The purpose of the contractual performance is known to the supplier. He guarantees for material defects which affect the efficiency of the performance for the certain purpose. Until defiantly regulated, the best quality in material and execution is as agreed.
7.2 The supplier takes over the guarantee that his delivery or benefit has the assured or normally presumed qualities, correspond to the stand and approved rules of the technology as well as to the applied specifications and norms as well as the based samples that were not produced of it by the supplier.
7.3 As far as nothing else is agreed or is differently regulated in these conditions, liability, including the defects, is charged by the legal regulations. The objection of late notice of defects and absolutely acceptance is excluded. In urgent cases we are entitled to substitute or to replace or repair damaged parts and to remove resulted damages at the expenses of the supplier. By replacement or remedial action the period of limited period for the defects for the corresponding parts starts once more.
7.4 Our claims to Ziff. 14 paragraphs 1 prescribes in two years beginning with receipt of goods, provided that a longer period is not agreed or arises from the law. Recourse actions because of claims of material defect by us against the supplier according to §§478, 479 Civil Code remain untouched. We can assert them also if the end user consumers do not separate entrepreneur is.
7.5 Herewith the duty to the investigation of the delivery / benefit and claim according to §377 and following UGB expressly is ceced. The guarantee claims are asserted on time if a written announcement of the claim was sent by us within the warranty period. By receipt of delivery of goods and by acceptance of the approval of presented signatures we do not renounce rights from material defects and other rights.
7.6 The supplier guarantees for all damages and expenses which result to us from a late or defective delivery / benefit from his or the fault of assistants consulted to fulfil the order. On this occasion, it is not crucial if the claim has been asserted in the Federal Republic of Germany or in another European and non-European country.
7.7 If the benefit or the delivery part produced by the suppliers is defect, assured qualities are missing or a defectiveness by manufacture or material claims, the supplier has to deliver replacements after our choice or has to amend. There are allowed a maximum of two reworks. Reworks have to be effected within 10 working days in our company or in the company of our customer. All costs for rework or the replacement purchase are to be born by the supplier, this contains all business and travel expenses.
7.8 If the supplier with regard to quality and execution is not able to meet repeatedly the requirements of TS TestingService, TS TestingService is in every case entitled after corresponding reminder to the resign from contract; TS TestingService's other rights remain unaffected.


8. Title retention and Consignment
8.1 TS TestingService accepts a so-called easy retention of title of the supplier for his performance. Nevertheless, TestingService is entitled to the resell the article of sale within the scope of the wellarranged business dealings. Without this an enlarged or extended retention of title or other forms of the retention of title are recognised.
8.2 The supplier is obliged to immediately disclose rights of third in the article of sale or in parts of it to TS TestingService. This is also valid for possible claims of assignment.


9. Non-disclosure
9.1 The supplier commits himself to keep secret as trade secrets and business secrets all non-manifested business and technical information, company processes, equipment, layouts etc. from TS TestingService, with TS TestingService in terms of §228 paragraph 3 German Commercial Code affiliated company or customer TS TestingService's who become known to him in connection with his activity, during the existence of the business relation as well as after execution of the respective orders towards third.


10. Advertisement
10.1 The use of inquiries, orders, purchase orders and related correspondence of TS TestingService for advertising purposes is not permitted.
10.2 The supplier may advertise only with previous written approval of TS TestingService with his business
connection to TS TestingService.


11. General Regulations
11.1 If the supplier stops his payments or the bankruptcy or the balance about his legal estate or other judicial or extrajudicial settlement proceedings is applied, TS TestingService is entitled to withdraw from
the contract for non-fulfilled part.
11.2 Place of delivery for the deliveries and benefits is the delivery place named by us, for the rest, and for all the other liabilities of both parts it is Wuerselen.
11.3 In addition to these general purchase conditions the right of the Federal Republic of Germany to the exclusion of the UN agreement about contracts about the international goods act from the 11th of April, 1980 is indispensable valid.
11.4 The ineffectiveness of single regulations does not incidentally touch the effectiveness of these
conditions. Jurisdiction is Aachen. We can also call the responsible justice for the place of your company or those  justices, for that thirds.

 

TS TestingService GmbH
Gruener Winkel 10
D-52070 Aachen Germany

Phone +49 (0) 241 / 916125-21
Fax +49 (0) 241 / 916125-29

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Web www.testingservice.de

Issued: September 2009