Terms and Conditions of Purchase

1. Springer Maschinenfabrik GmbH (hereinafter referred to as SPRINGER) conducts business solely on the basis of these Terms and Conditions, which apply both to deliveries of goods and services that have been ordered unless explicitly stated otherwise in these Terms and Conditions. Terms and conditions of the vendor or contractor (both referred to hereinafter as the Contractor) will not apply, even if these are referred to explicitly in this document or contracts. By the time the Contractor has completed the order (by delivering the goods or services) at the latest, the version of the Terms and Conditions that are in force at that time will apply. SPRINGER recommends that the Contractor inspects the last version of the Terms and Conditions before fulfilling the order concerned.

2. Orders, as well as amendments or additions thereto, only obtain legal force if specified by SPRINGER and forwarded by letter, fax or e-mail. The Contractor must ensure that such notifications are genuine. If no price is stated, the order will be filled subject to a subsequent agreement in writing on the price. The Contractor must draw SPRINGER’s attention in writing to any discrepancies in the order without delay.

3. The Contractor must confirm any orders issued by SPRINGER immediately, but within 10 days at the latest, failing which SPRINGER is entitled to cancel the order. Should the Contractor not provide confirmation, the Contractor is considered to have provided confirmation once the order has been filled (due to delivery of the goods or services) at the latest. Departures in the order confirmation from the order will only be considered part of the contract if SPRINGER has explicitly agreed thereto (in writing by post).

4. The goods and services to be provided by the Contractor must comply with the agreed technical specifications and include all cited enclosures and cross-references. The documentation supplied is an integral part of the goods and services delivered and must comply with the agreement, statutory regulations and standard industry/commercial practice, and in particular includes required and useful information such as storage instructions, drawings and technical calculations etc.

5. The delivery dates stated by the Contractor are binding. Should the Contractor not deliver on time, SPRINGER is entitled, without prejudice to its right to claim for further loss, to bill the Contractor, without providing proof of loss, for a contractual penalty, which is immediately due and cannot be reduced by a judge in court proceedings, and amounts to 1% to a maximum of 10% of the total value of the order for each new week of the delayed delivery and, after setting a 14-day extension, to cancel the contract, either in whole or in part. Acceptance of a late (partial) shipment or payment is always subject to the right to claim contractual penalties or damages. 

6. All deliveries must be made Delivered Duties Paid (DDP) in according with the INCOTERMS 2010 and include packaging, shipment, unloading and transport insurance and at the expense of the Contractor to the place where deliveries are received and which has been specified by SPRINGER. When goods are delivered, which are to be installed or assembled on site, or in the case of services, the risk and title will pass upon acceptance of the goods or services and, in the case of goods not installed or assembled, once these have been taken by the place where deliveries are received which has been specified by SPRINGER. Otherwise, risk and title will pass based on the INCOTERMS 2010, unless otherwise stated in the Terms and Conditions. SPRINGER reserves the right to amend shipping instructions to comply with current requirements. All shipments must include a delivery note in duplicate and one copy of a packing list with an exact list of contents and, if applicable, all necessary information due to export licence regulations and preferential status, as well as in the case of intra-Community deliveries/domestic purchases a supplier declaration including all the data required for trade statistics pursuant to Council Regulation EC 1207/2001 in the applicable version (Intrastat). Direct deliveries to SPRINGER customers must be made on behalf of SPRINGER in neutral packaging and with neutral shipping documents. In such cases, SPRINGER must be sent a copy of the shipping documents free of charge and a confirmation of received goods from the customer when the invoice is issued at the latest. 

7. SPRINGER has the right at any time, alongside the Contractor’s duty to minimise costs, to immediately comply with the request to suspend or modify the order, even without fault, and in such cases, SPRINGER must be given detailed and verifiable notification in writing of the resulting costs and consequences of changed deadlines immediately. Interruptions up to a maximum of three months will not give rise to any entitlements on the part of the Contractor vis à vis SPRINGER whatsoever. Should SPRINGER cancel the contract, the Contractor is entitled to invoice any costs (man hours required for design/construction, expenses for material) which the Contractor has effectively incurred up until the point the contract was cancelled. Any further entitlements, including those for loss of profit, are ruled out.

8. Invoices must comply with statutory requirements, include all the characteristics required of invoices and sent to SPRINGER with all the data in the order listed. Invoices must never be enclosed with the delivery. Time sheets approved by SPRINGER must be enclosed with invoices for labour or assembly jobs. The Contractor agrees to send invoices electronically. The Contractor must preferably send invoices, as well as all other items and information (or Information for short) associated with the invoice or payment transaction, by e-mail to the order processor concerned or the central address for electronic invoices. The Contractor bears the sole risk for the electronic transfer of invoices and Information associated with the invoices. SPRINGER recommends that the Contractor purchases adequate insurance to cover the risks of cyber and internet crime. In its own interest, the Contractor must ensure that an adequately high level of IT security is maintained. The format in which the Contractor sends such transfers is at the Contractor’s discretion. Any loss incurred due to breaches in IT security is solely attributed to the Contractor. Amendments to invoices or subsequent amendments, which are sent to SPRINGER in any way whatsoever by electronic means, are deemed to be legally binding amendments. SPRINGER is not obliged to verify the information sent. The invoice must contain all the required information in the case of goods requiring an export licence. The Contractor must meet any penalties resulting from incorrect or missing information regarding the goods or incorrect or missing information on the invoice (mandatory elements of an invoice).

9. The earliest term to settle the invoice commences when the goods or services have been provided as stated in the order or as agreed (including documentation listed under clause 4) and a correct invoice, as stated in clause 8, has been received by SPRINGER. In the case of partial, partially final or final invoices, the payment deadline starts once a 30-day inspection period has expired. When payment is made within 30 days, a discount amounting to 3% of the total sum on the invoice may be deducted. Once SPRINGER’s bank has been instructed to make the transfer, but by the due date at the latest, the payment is deemed to have been made on time. Advance payments may only to be made if an irrevocable and abstract guarantee, which must be free of charge, is given from a bank or insurance company acceptable to SPRINGER and the guarantee must be for the same amount and have a term of at least one month after the scheduled fulfilment of contract.

10.SPRINGER is entitled to offset any receivables, contractual penalties in particular, against any receivables owing to the Contractor. The Contractor is not entitled to assign receivables to SPRINGER.

11.SPRINGER is only obliged to inspect the product delivered and to give notice of defects when the final product is forwarded to the final customer. Should part of the delivery not comply with the agreement, statutory or regulatory specifications or characteristics customary in the industry, the whole delivery can be rejected. The Contractor offers a full 24-month guarantee for deliveries made by the Contractor, his subcontractors or upstream suppliers and for such deliveries being complete, without defects and compliant with specifications, for the deliveries and/or services having the customary and promised characteristics and for compliance with all relevant statutory and regulatory requirements at the destination. Furthermore, the Contractor warrants that the design, construction, fitness for purpose and manufacturing technology of the item ordered is state of the art and that only materials that are first class and in suitable quality have been used and that such materials are suitable for the intended purpose. 

12. A guarantee term of 36 months applies to immovable objects or objects intended for installation or use with immovable objects. In the case of engineering, consultancy, software or documentation services, or personnel deployment, the Contractor accepts an unrestricted guarantee for the accuracy and completeness of the written and verbal information and instructions given. The Contractor is responsible for registering employees with authorities, public offices or other public organisations of any kind at the respective place of employment. The Contractor accepts all risks associated with the deployment of personnel. This applies both to tax risks (retention tax, value added tax, income tax, etc.) and to risks associated with the provision of the necessary salary documents and time sheets. Daily and weekly working hours and the statutory rest periods must also be complied with. The same applies to any regulations regarding minimum wage at the place personnel are employed.

13. The Contractor guarantees that training on, maintenance and repair of the products supplied will be furnished at a charge customary on the market and that repeat orders and deliveries of spare or expendable parts will be made for a period of 10 years from the juncture at which the contract is fulfilled. The guarantee period starts once the products or services have been received by the final customer or, should such goods and services be made use of in our factory, from the first time the goods or services are used. The Contractor must quickly remedy defects at its own expense and risk by repairing or replacing them or providing a repeat delivery. Should the Contractor not meet his obligation without delay, we are entitled to eradicate defects or provide services not furnished ourselves or ask third parties to do so at the expense and risk of the Contractor. This is without prejudice to further obligations on the part of the Contractor. 

14. Should a contractual object be repaired or faulty parts thereof be replaced, the guarantee period will recommence. At the same time, the guarantee for the whole product will be extended by the period during which it was impossible to use the product because of the defect and the time taken to eradicate such defect. Insofar as SPRINGER is entitled to damages, entitlements also exist, irrespective of the degree of culpability on the part of the Contractor, to compensation for loss of profit and to damages that SPRINGER owes to the final customer. Should a claim be made against SPRINGER due to a faulty contractual object, the Contractor undertakes to hold SPRINGER harmless from all claims by third parties and to compensate SPRINGER for all services that SPRINGER had to provide to third parties in this respect. Furthermore, the Contractor undertakes to support SPRINGER to the best of its ability in any legal dispute with third parties. Should the Contractor maintain that there is no defect in the product or service provided within the meaning of product liability regulations, the Contractor must prove to SPRINGER that this is the case. Such obligations on the part of the Contractor also apply if his product or service is merely part of a service provided by SPRINGER to third parties. In this case, the Contractor must reimburse SPRINGER in full for all expenses arising from this title, also in relation to third parties.

15. The Contractor grants SPRINGER an irrevocable, exclusive, transferrable and spatially and temporally unlimited right of use to all products custom-developed for SPRINGER. Should the Contractor become insolvent, or discontinue manufacture of the contractual products, SPRINGER is entitled to reconstruct the contractual objects itself. In such case, the Contractor must give SPRINGER all the requisite documents and information and provide support in reconstructing the objects and grant SPRINGER any intellectual property and industrial property rights to the objects.

16. Products delivered by the Contractor must verifiably have statutory or regulatory specified and contractually agreed safety devices, be labelled accordingly and comply with the safety regulations and standards applicable at the place they are used. The Contractor must maintain a quality assurance system. SPRINGER is entitled to check whether this is the case and carry out an audit on the Contractor’s premises.

17. Material provided remains in SPRINGER’s ownership or that of its subcontractors and must be stored free of charge, labelled and managed. This material may only be used for SPRINGER orders. Should the material be processed, SPRINGER will become the owner of the product manufactured from it; however, the transfer of risk continues to be governed by clause 6.

18. Tools, materials, documents etc. provided by SPRINGER or its subcontractors to fulfil the order, must be put aside at any time at the request of SPRINGER and without any right of retention and equally any objects made as a result or subsequently must not be passed to third parties or used for anything other than the purposes specified in the contract without consent in writing from SPRINGER. If such objects are made at the cost of SPRINGER, such objects become SPRINGER’s property once they are paid for. The Contractor must obtain gauges himself.

19. The Contractor undertakes to maintain secrecy with regard to all information disclosed in conjunction with the order concerning the object of the order, insofar as such information is not in the public domain or the Contractor has become aware of such information by another lawful means or the results or partial results have been produced by the Contractor. In the event of a breach of the duty of confidentiality, a penalty of EUR 20,000.00, which cannot be reduced by a judge in court proceedings, is agreed for each individual case, subject to the continuation of the confidentiality obligation and subject to the assertion of further damages.

20. The Contractor gives consent to personal data from this business transaction being stored and also transferred to other companies affiliated with the SPRINGER Group.

21. For any use of documents, information or findings provided by SPRINGER above and beyond the purpose of the contract, the Contractor will pay damages to SPRINGER equalling the total of an order by a third party acquired and accepted as a result of such prohibited usage and recompense SPRINGER for any commercial advantage resulting from such prohibited usage.

22. At SPRINGER’s request, the Contractor must take back the waste accumulated after proper usage of the goods delivered by him or similar goods free of charge pursuant to the Waste Management Act, but limited to the extent of the quantities delivered by him. Should the Contractor refuse to take back such waste or is not able to do so, SPRINGER may dispose of the waste or ask third parties to dispose of the waste at the Contractor’s expense.

23. With regard to all components developed or made by SPRINGER or its affiliated companies, the Contractor may only offer such items as spare parts to SPRINGER directly and not directly sell such items to operators of these or similar types of machinery of the sort made by SPRINGER, or to other interested parties, e.g. as spare parts. If customers or third parties send requests to the Contractor for spare parts, the Contractor will notify SPRINGER immediately. Should such obligation be breached, the Contractor must pay a contractual penalty to SPRINGER totalling 10 times the amount of the order for spare parts issued by the third party.

24. The place of performance for goods and services is the destination stated in the order, in the case of payments, the place of performance is SPRINGER’s current registered place of business in Friesach, Austria. Austrian law applies exclusively, excluding the regulations under the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods. Klagenfurt is the venue. 

25. Should any provisions in these Terms and Conditions be void or unenforceable, the other provisions will not be prejudiced. In such case, the void or unenforceable provision must be replaced by a lawful one which approximates its commercial purpose as closely as possible. (eof)

Version: May 20, 2019