General Conditions of Purchase
Carrier Refrigeration Germany GmbH

1. General

The following General Conditions of Delivery and Payment apply exclusively to our orders and contracts of sale. Conditions of delivery and payment of the supplier which diverge from these Conditions or, to our detriment, from dispositive law, shall only be deemed accepted if confirmed by us in writing. The unconditional acceptance of deliveries and services or payment thereof does not signify acceptance of the conditions of delivery and payment of the supplier.

2. a) Order Placement/Confirmation

Our orders must be made in writing. Provided that the order form is furnished with the appropriate statement, they are effective without personal signature.

The supplier undertakes to accept the order in the same form within a period of two weeks. At the expiry of this period, we are entitled to cancel the order.

b) Framework Agreement

If a written framework agreement has been concluded with the supplier with regard to specific products, we shall not require any confirmation of the orders/requests for delivery of these products. Individual orders under the framework agreement shall become effective unless the supplier gives notice of non-acceptance within five working days of receipt. An order confirmation which deviates from our order shall only become effective if confirmed in writing by us. Requests for delivery of products in accordance with the agreed delivery schedule do not require confirmation.

c) Remote Data Transmission

The requirement of written orders/requests for delivery as specified under b) shall not apply if remote data transmission to the supplier exists. All legally-binding declarations deviating from or supplementary to the framework agreement must be made in writing.

3. Delivery

(Statement of order number and order position in appurtenant correspondence)

Unless otherwise agreed in writing, all deliveries shall be free place of utilisation.

We are not responsible for costs of insurance and packaging. If the supplier is liable to accept back the used packaging in accordance with the German Packaging Ordinance, he shall bear the costs of the return transport and recycling.

Agreed delivery dates and periods are binding. In the event that these are exceeded at the responsibility of the supplier this constitutes default, even if no delivery reminder has been sent. The supplier shall notify us immediately in writing of the envisaged duration of the delay in delivery.

In the event of delayed delivery, we are entitled to assert statutory claims against the supplier for additional costs, especially if it is necessary to effect covering purchases. The unconditional acceptance of delayed delivery does not exclude our right to assert claims for damages.

The numbers of items, weights and dimensions ascertained by our incoming goods inspection department shall be decisive unless evidence to the contrary is furnished.

Production stoppages due to unforeseeable events (e.g. force majeure, strike) entitle us to cancel the order. Otherwise, the time of delivery and payment shall be postponed in the case of all excusable acceptance hindrances for the duration of the hindrance.

4. Invoicing/Payment

The specifications in our orders/delivery schedules shall apply. The invoice shall be issued as a single copy with reference to our order number and order position and forwarded to us separately from the delivery.

Payment shall be effected on receipt of invoice and goods optionally within 10 days at 3% discount, 30 days at 2% discount or 90 days net, notwithstanding our right to lodge a complaint at a later date.

Our liability for delayed payment is limited to the amount of the statutory rate of interest on overdue payments. This also applies to default.

5. Defect Inspection/Warranty

We are entitled to carry out random inspections of the goods in the ordinary course of business. The supplier shall not raise any objections to the delayed filing of a complaint if he is notified of the defect discovered in the stated procedure or if notification of the undiscovered defect is made without delay after its discovery.

We are entitled to assert unabridged statutory warranty claims. We are at liberty to request the supplier to either remedy the defect or supply a replacement product. In urgent cases or in the event that the supplier is in default, we are entitled to remedy the defect at his expense. Unless an agreement in writing to the contrary exists, the warranty period is 24 months from the day of commissioning of the end product.

6. Product Liability

In the event that a product liability claim is asserted against us by a customer or a third party, the supplier undertakes to exempt us from such claims unless the damage was caused by a defect in the product delivered by the supplier. In such case, the supplier shall bear all costs and expenses, including the costs of the legal proceedings or a recall action. The content and scope of such a recall action shall be agreed – if possible and reasonable – with the supplier. Otherwise, statutory provisions apply.

7. Industrial Property Rights

The supplier shall ensure that no industrial property rights of third parties are infringed in connection with his delivery. Should a claim be asserted by third parties due to such an infringement, the supplier shall exempt us from all claims and shall bear all necessary expenses incurred in connection with the proceedings.

8. Documents, Models/ Maintenance of Secrecy

All documents, data and objects (samples, models etc.) which are provided to the supplier by us for the performance of an order remain our property. They may not be re-used, duplicated or made available to third parties without our written consent. Products which are manufactured with the assistance of our property, according to our specifications or products in whose development we have been involved may only be supplied to third parties with our written consent.

9. Data Protection

The supplier consents to the storage via EDP and occasional utilisation for our own purposes of necessary data pertaining to the supplier arising from our business relationship and the contracts concluded with him.

10. Place of Performance

Place of performance and place of jurisdiction is Köln. The law of the Federal Republic of Germany applies to the exclusion of conflict of laws provisions and the Hague Conventions Relating to a Uniform Law on the International Sale of Goods, the UN Convention on Contracts for the International Sale of Goods and other conventions relating to laws on the sale of goods. September 2009