TERMS OF PURCHASE
1. Binding nature of the General Terms and Conditions of Purchase
All business transactions in connection with deliveries and services for Murexin GmbH are based on the following terms and conditions of purchase, both for the present and for all other business transactions. These terms and conditions of purchase shall be deemed accepted and bindingly agreed between the seller, supplier and service provider and Murexin GmbH. The company Murexin GmbH is bound to a variation only if expressly agreed in writing. Murexin GmbH shall only be bound by the general terms and conditions of the supplier if these are acknowledged in writing. The acceptance of deliveries or services as well as payments of the company Murexin GmbH do not imply agreement.
Offers to conclude an order must be made exclusively in writing and are free of charge irrespective of the outlay required. After submitting the offer, the supplier shall be bound to the exclusion of the possibility of revocation for at least 30 calendar days after receipt of the offer in the purchasing department. The supplier expressly waives the plea of ignorance of relevant circumstances. If a business relationship exists, orders placed verbally by Murexin GmbH are also subject to the terms and conditions of purchase without separate reference to them. The acceptance of an offer by Murexin GmbH takes place exclusively in writing (letter, fax, mail…) until the expiry of the offer period.
2. Order confirmation
Orders placed by Murexin GmbH must be confirmed immediately, stating price and delivery time. All order data such as order number, article number of the supplier, internal article number of Murexin GmbH, article designation, delivery quantity and order date must be stated on the order confirmation. Murexin GmbH reserves the right to cancel the order if the order confirmation has not been received by the purchasing department within a reasonable period of time, at the latest within 24 hours after receipt of the order. If the order confirmation deviates from the order, this must be clearly indicated. Murexin GmbH is only bound to the agreement of a variation if this was expressly agreed in writing.
3. Delivery period
For all orders placed by Murexin GmbH, the goods must have been received at the specified place of receipt by the agreed delivery date at the latest. Any exceeding of the delivery period shall induce the following penalty: 3% of the order value within the 1st week after the agreed delivery date; 1% for each additional day and an additional 1% of the order value. The amount shall either be taken into account directly upon invoicing on the part of the contractor, or shall be remunerated by means of a separate credit note, whereby the payment period shall only be remunerated after receipt of the credit note, whereby the payment period shall only commence after receipt of the credit note. Changes to the date agreement must be agreed in writing with the receiving office and head office at least 3 working days before the intended delivery date. Murexin GmbH reserves the right to assert additional claims for damages which may occur due to late delivery. The penalty shall not be deemed waived if the delivery has been accepted and/or paid either in whole or in part without reservation. If a delivery is not pallet-clean or if the order quantity is not complied with, a penalty as above shall also apply. A delivery ontime of the orders from Murexin GmbH takes place, if the goods are received completely at the agreed place of receipt at the latest on the agreed delivery day at the agreed time of receipt of the warehouse. The times for the acceptance of goods are exclusively Monday to Thursday from 7.00 am -12.00 pm, 1.00 pm – 2.00 pm, no acceptance of goods on Friday.
4. Information, substance declaration, disposal
In particular, delivery documents must contain all delivery-specific data including Murexin article number in the appropriate form (barcode labelling if agreed) and must correspond to the order. In the event of premature delivery, which is to be agreed, Murexin GmbH reserves the right to charge the supplier any resulting additional costs (e.g. storage costs) and to make payment in accordance with the agreed delivery date. In the event of non-compliance with the delivery date, Murexin GmbH is entitled to withdraw from the contract without setting a grace period, regardless of the delay occurred. The supplier is obliged to strictly comply with all relevant laws, regulations, prescriptions, standard regulations, factory standards, etc. which are in force and come into effect during the implementation period.
The contractor must provide the principal with all necessary and useful information about the goods to be delivered, in particular instructions for proper storage, as well as proofs of origin and material declarations in accordance with Ö-Norm. In addition, the principal must be provided with the latest safety data sheets and product data sheets for all raw materials purchased from the contractor. All goods delivered to the principal must be exempt according to VVO. Markings such as Chemical Act or RID/ADR must be affixed to the goods in accordance with the latest valid regulations! Furthermore, the batch number must be printed on the packaging and on the delivery papers!
5. Shipping, Delivery, Transfer of Risk
Unless otherwise agreed, delivery shall always be made free of all expenses at the supplier’s expense and risk. The delivery must always be made carriage paid, duty paid, to the destination specified by Murexin. All deliveries must be accompanied by a delivery note with a precise description of the contents, such as delivery note number, delivery date, order number, article number of the supplier, internal article number of Murexin GmbH, article description, delivery quantity and order date. Murexin GmbH reserves the right not to accept faulty deliveries (e.g.: incorrect, too late, partial delivery…) and to make them available to the supplier in their entirety for collection, whereby risk and costs are to be borne by the supplier.
6. Contract manufacturing
In the case of contract manufacturing, the materials provided shall be properly inspected by means of incoming goods. The corresponding delivery documents are to be sent immediately to Murexin GmbH. The goods are to be stored in accordance with the regulations, whereby the stock levels reported monthly in writing to Murexin GmbH. The stock levels are checked by Murexin GmbH, occured differences in stock levels, are at the expense of the contract manufacturer. In cases where the contract manufacturer orders materials (packaging, labels, raw materials), which the contract manufacturer only needs for Murexin GmbH, on his own account and includes them in the price for the contract manufacturing, the quantities must be agreed in advance in writing with Murexin GmbH. Murexin GmbH commits itself only with written promise to take over the costs for the remaining stocks in the case of a contract dissolution. However, Murexin GmbH does not assume any costs should the contract be terminated due to the contract manufacturer.
7. Invoice, assignment
The invoice shall be sent to the headquarters of Murexin GmbH, Franz von Furtenbachstrasse 1, 2700 Wr. Neustadt, Austria in duplicate after delivery, quoting all order data such as delivery note number, delivery date, order number, article number of the supplier, internal article number of Murexin GmbH, article description, delivery quantity and order date. Invoices without the above points will not be processed. The invoice must always be sent to the head office of Murexin GmbH, even in the case of branch deliveries. The term of payment or discount must be clearly indicated on the invoice. A prohibition of assignment shall be deemed to have been agreed for all deliveries and services. An assignment requires the written consent of the management of Murexin GmbH to be legally effective. The transfer to an account specified in connection with an assignment notification does not constitute an implied waiver of the prohibition of assignment in respect of this or other supplies.
The period for payment of the invoice shall commence as soon as the principal has duly received the complete delivery and after the principal has received the original copy of the invoice. Payments shall be made within 30 days less 3% discount or within 60 days net. Deviations from this payment deadline require the express consent of the principal. Payments by bill of exchange will only be accepted after prior agreement. In the case of payments by bill of exchange, the contractor shall bear all costs incurred. Until defects, such as short deliveries or delivery of damaged goods, have been remedied, payment shall be withheld by the principal. If the discount period has expired by the time the defect is remedied, the discount will still be deducted. If goods, for whatever reason, are returned by the principal to the contractor, the credit note must be issued promptly, but at the latest within one week. When transferring money abroad, the VAT ID number of the contractor must be provided. In general, payment is made by bank transfer (telebanking), whereby domestic bank charges are charged to the principal, while foreign bank charges are charged to the recipient. Deviating payment terms require the express consent of the principal’s management.
9. Acceptance of goods, notification of defects, liability for defects, product liability
A legally effective acceptance of the goods (check for quantity and any visible defects) takes place by checking the goods at the place of use within a reasonable time after delivery or on the occasion of the use of the goods (even if the receipt of the delivery has already been confirmed and/or the invoice has already been paid). If no special agreement exists, a 12-month warranty period applies from receipt of goods. In any case, the supplier shall waive the defence of non-apparent or non-immediate notice of defects if the defects were notified to him within the warranty period, at least roughly. The supplier must remedy any defects at his own expense or, at the discretion of Murexin GmbH, deliver defect-free goods again within a reasonable period of time. If the delivery does not correspond to the agreements, the usual conditions or the safety regulations, Murexin GmbH has the right to withdraw from the order immediately. Extraordinary material inspection costs and personal inspection and travel costs shall be borne by the supplier. The goods shall be delivered on Euro pallets. The pallets must be designed in such a way that they can be processed by fully automatic storage systems (no contour overlapping). The goods may be stacked on the pallet up to a maximum height of 1.1 metres. The goods must always be delivered sorted by type.
Murexin GmbH has the right to carry out check weighing in the case of delivery by tanker or silo, whereby a weight difference of 3% is permissible. The supplier shall indemnify and hold Murexin GmbH harmless from and against any patent, copyright, trademark and design protection disputes arising from deliveries and shall guarantee the unrestricted use of the delivered goods. The supplier shall indemnify and hold Murexin GmbH harmless with respect to all product liability claims of third parties in relation to the goods delivered by him and shall reimburse Murexin GmbH for all costs incurred by Murexin GmbH as a result of the defence against a claim or as a result of compensation (covering purchase). An exclusion or limitation of liability for damages suffered by Murexin GmbH is excluded. The goods delivered by the supplier must comply with all relevant regulations, in particular safety regulations, as well as the latest state of the art. The supplier shall be liable, regardless of fault, for ensuring that the goods fully comply with the valid ÖVE regulations, the relevant Ö standards, DIN standards or European standards and CE standards. Compliance with all regulations is an expressly promised and conditioned characteristic of every product delivered to Murexin GmbH. The supplier guarantees that the delivered goods are his property and acknowledges and agrees that Murexin GmbH does not accept any kind of retention of title, security ownership or lien of third parties.
10. Place of fulfilment, law, court of jurisdiction
The legal relationship between the principal and the contractor shall be governed exclusively by Austrian law. The application of the United Nations Convention on Contracts for the International Sale of Goods is excluded pursuant to Article 6 of that Convention.
Should individual provisions of these Terms and Conditions of Purchase be legally invalid or unenforceable, this shall not affect the validity of the remaining provisions. The invalid or unenforceable provisions shall rather be replaced by such valid and enforceable provisions that come as close as possible to the invalid or unenforceable provisions in legal and economic terms.
Place of fulfilment for deliveries shall be the destination specified by us. For payment, the place of fulfilment shall be the principal’s place of business. The court oft he principal’s place has the exclusive jurisdiction to settle and dispurte or claim..
11. Confidentiality, data protection
The supplier undertakes to maintain secrecy with regard to the information which comes to his knowledge in connection with orders placed with Murexin GmbH.
The Contractor guarantees that all deliveries have an impeccable, prescribed quality and execution, comply with the order, the statutory and official regulations applicable at the place of performance, the applicable standards of the principal, the relevant standards as well as the customary and recognised rules of technology and is liable for the fulfilment of its warranty obligations. In any case, it is the contractor’s responsibility to check the suitability of the standards and directives applicable under this contract. In the event of a complaint, the goods must be taken back by the supplier at the latest after 3 days, but only after consultation with our purchasing department. If, in the event of a complaint, the fault lies with a third party, this must be proven by the contractor. All complaint costs shall be borne by the supplier.