I. General, scope
1. Our purchasing Terms and Conditions shall apply exclusively .We shall not recognise any conditions on the part of our Suppliers that contradict, or deviate from, our purchasing Terms and Conditions, unless we have expressly approved their validity in writing .Our Purchasing Terms and Conditions shall also apply in cases where we have accepted the Suppliers delivery without reservation, while at the same time being aware of conditions on the part of the Supplier that contradict, or deviate from, our own Purchasing Terms and Conditions.
2. All agreements reached between us and the Supplier for the purposes of implementing this agreement shall be laid down in writing in this agreement.
3. Our purchasing Terms and Conditions shall also apply to all future transactions with the Supplier
II. Offer, offer documentation
1. We shall retain the property rights and copyright to offers, illustrations, drawings, calculations and other documents, these may not be made accessible to third parties without our express written approval .They may be used only for manufacturing on the basis of our order, and they must be returned to us once the order has been completed, without the need for any reminder. They must be kept confidential with respect to parties
III. Prices, conditions of payment
1. The price specified in the order shall be legally binding, unless some other written agreement has been made, the price shall cover delivery carriage free, and including packaging will be returned only if special arrangements have been made.
2. We can process invoices only if, in accordance with the information provided in our order, the order number specified there as well as the identification numbers, are indicated. The Supplier shall be accountable for all consequences of non-compliance with this obligation.
3. Unless some other agreement has been made in writing, we shall pay the purchase price 30 days nett after receipt of the invoice
4. We shall be entitled to statutory off setting and retention rights
IV. Delivery time
1. The delivery time as specified in the order shall be legally binding
2. The Supplier shall be required to notify us immediately in writing if circumstances occur, or become apparent to it, that would make compliance with the required delivery time impossible.
3. We shall be entitled to statutory claims in the event of delivery delays, and in particular we shall be entitled to require compensation for non-performance, once a reasonable supplementary delivery time has been set and has lapsed without performance.
V. Transfer of risk, documents
1. In the absence of any other agreement in writing, deliveries shall be ‘carriage free’.
2. The Supplier shall be required to correctly specify our order number on all despatch documents and delivery notes. If it fails to do so, processing delays will become unavoidable and we shall not be accountable for such delays.
3. The Supplier shall be responsible for the declaration of product categories in freight documentation in the interests of securing the most favourable rates.
We retain the right to return packaging charged to us, carriage free, for crediting in our favour.
VII. Inspection of defects
1. We undertake to inspect goods for quality deviations within a reasonable period.
2. If the condition of the goods does not meet the contractual specifications (defects), we shall be entitled to exercise our statutory rights without restriction. In particular, we shall be entitled to require either that the defect be remedied or that a replacement delivery be made (subsequent performance), as we choose. In this event, the Supplier shall be required to bear all the expenses necessary for the subsequent performance. We expressly retain the right to claim compensation, in particular for non-performance
3. The guarantee period shall be 24 months from the time of transfer of risk.
VIII. Warranty and indemnity
1.Supplier is responsible for ascertaining exactly what is required for the Supply, failing which he shall be deemed to be acquainted with (a) the purpose for which the Supply is intended, and (b) the circumstances in which the Supply is to be made.
2. The Supplier warrants that:
(a) the Supply is complete and suitable for the purpose for which it is intended;
(b) the Supply is fully in accordance with the written requirements as set forth in the order, specifications, drawings, calculations and/or other documents provided by Tecan Ltd;
(c) the Supply is of a good quality and free from defects in the design, workmanship and/or materials, and that new materials and skilled personnel are used for the performance of activities forming part of the Supply;
(d) the Supply at least complies with the relevant regulatory requirements of the European Union, regardless of whether the Supply is to be used inside or outside the European Economic Area (EEA), as well as the locally prevailing legal and regulatory requirements at the place of use, unless otherwise provided in the contract;
(e) it shall deliver the agreed result, regardless of whether the Supply concerns the supply of goods or the provision of services;
(f) the Supply comprises all relevant certificates, statements, declarations, installation instructions, operating instructions, specifications, drawings, reports, tax related information and other documents;
(g) in so far as the Supply is effected at a place outside the business areas and/or sites of the Supplier, the laws and regulatory requirements prevailing for that place shall be observed, as well as the regulations declared applicable to that place by Tecan Ltd or its client.
3.The Supplier warrants that the Supply does not infringe any rights of third parties, including intellectual and industrial property rights and know-how, and indemnifies Tecan Ltd from all claims whatsoever which may be made or brought against Tecan Ltd by any person.
4. The Supplier warrants that spare parts of the Supply and the maintenance required to keep the Supply in good condition may be acquired from the Supplier by Tecan Ltd, or may be obtained by Tecan Ltd, for a period of ten (10) years, at the ruling market prices.
IX. Warranty period/repair of defects
1. Defects which are discovered during a period of 24 months after delivery, or, in the event that Tecan Ltd and the Supplier have agreed on an acceptance test, 24 months after acceptance by Tecan Ltd, shall be finally remedied by the Supplier in accordance with the provisions of this Article IX.
2. In the event of repair or replacement during the warranty period, a new warranty period shall be established for the repaired or replaced items and for all other items which were unusable as a result of the defect, and this new warranty period shall become effective from the time of commissioning or putting into service after repair or replacement.
3. The Supplier is obliged to remedy defects at the earliest opportunity, and at all events within a reasonable term set by Tecan Ltd, by means of repair or replacement, at Tecan Ltd' discretion, at the location designated by Tecan Ltd, unless Tecan Ltd indicates that it will effect the repair or replacement itself, in which case all the provisions of Article 4 shall remain in force.
4. The Supplier shall bear all the costs incurred to remedy the defects under warranty or on account of non-conformity, including, but not limited to, costs of materials, transport costs, accommodation and travelling expenses, installation and dismantling costs, and all other labour charges.
5. If the Supplier fails properly to fulfil this repair obligation and/or fails to complete it within the set term, as well as in urgent cases, Tecan Ltd shall have the right to carry out the necessary repairs, or have them carried out by third parties, for the account and risk of the Supplier, and Tecan Ltd shall notify the Supplier thereof as soon as possible.
6. The ownership and risk of the replaced items lies with the Supplier from the time of replacement. The Supplier shall collect these items, or have them collected, without delay, unless Tecan Ltd makes a request to keep these items for investigation.
7. The Supplier is aware that Tecan Ltd consigns the Supply to its clients all over the world. This does not invalidate a claim by Tecan Ltd under warranty or on account of non-conformity, and the Supplier shall in that case remedy the defects in accordance with the provisions of this Article. Tecan Ltd is also entitled to assign the warranty rights to its clients.
8. The provisions of this Article do not exempt the Supplier from its liability under the law.
Tecan Ltd is not bound to examine the supplied/installed Supply at the time of delivery. Tecan Ltd will notify the Supplier of the complaint in writing within two (2) months after the discovery of the defect or non-conformity. The Supplier shall in that case remedy the defects within a reasonable term set by Tecan Ltd, in accordance with the provisions of Article IX.
XI. Product liability, release, liability insurance, and correct material
1. Where the Supplier is responsible for product damage, it shall be required to release us from third party compensation claims at first request, insofar as the cause lies within its domain and organisational area, and the Supplier itself is liable with respect to outside parties.
2. In this context, the Supplier shall also be required to cover any expenditure that we incur as a result of, or in connection with, a recall conducted by us. We shall notify the Supplier of the content and extent of recall measures to be conducted - to the extent that this is possible and reasonable - and shall give the Supplier the opportunity to respond accordingly.
3. The Supplier shall confirm that insurance protection exists and is being maintained for company and product liability with lump-sum coverage of 2 million pounds for personal injury and property damage caused by incorrect packaging, delivery and material
XII. Intellectual property rights - confidentiality
1. The supplier shall be responsible for ensuring that no third party rights are infringed in connection with its delivery.
2. Should a third party make claims on us in this respect, the Supplier shall be required to release us from such claims at first written request. We shall not be entitled to make arrangements of any kind with the third party, and, in particular, to reach a settlement, without the approval of the Supplier.
3. The supplier's obligation to release us relates to all expenditure necessarily incurred by us as a result of, or in connection with, a claim on us by the third party.
4. All (intellectual/industrial) property rights to the Supply, drawings, specifications, manuals, documentation, samples, software, etc. provided by Tecan Ltd to the Supplier, or produced by the Supplier as a part of the contract, reside with or accrue fully to Tecan Ltd. Tecan Ltd is not obliged to pay a separate consideration for these rights and may dispose of them at its will. The Supplier shall lend its cooperation in the realization of any and all necessary deeds of transfer (amongst other things, with regard to intellectual/industrial property rights) and herewith, additionally, gives Tecan Ltd an irrevocable power of attorney to draw up and sign such deeds on behalf of the Supplier.
5. If the Delivery consists of the design/modification of software, the Supplier shall, on first request of Tecan Ltd, hand to Tecan Ltd at no charge the object code,the source code and all documentation associated therewith. All this shall be provided in such a fashion that Tecan Ltd can make effective and immediate use thereof without any further work or cost on the part of Tecan Ltd.
6. The Supplier has an obligation of secrecy vis-à-vis third parties with regard to (a) all data/information/items/rights referred to in Articles 4. and 5. and (b) all other data/information/items/rights concerning Tecan Ltd, its customers, its business associates or the Supply, provided by Tecan Ltd or which become known to the Supplier in any other way, and to use such confided facts only in the performance of the contract, and the Supplier shall make no copies thereof without the written consent of Tecan Ltd. The Supplier shall also impose this obligation on all its subordinates and non-subordinates that become acquainted with the said confided facts and is responsible for ensuring that these obligations are duly observed. If no contract is concluded, or in the event that a contract is terminated or expires, the Supplier shall return to Tecan Ltd forthwith, for its own account, everything it has received from Tecan Ltd.
7. All orders placed by Tecan Ltd are confidential and shall not be made public by the Supplier for publicity or sales promotion purposes, unless agreed otherwise in writing.
XIII. Retention of title supplies, confidentiality
1. Where we supply the Supplier with parts, we shall retain ownership of such parts. Any processing or reconstruction by the supplier will be carried out for us. If items to which we retain the title are processed with other items that do not belong to us, we shall acquire co-ownership of the new item, with relative ownership shares being determined by the value of the purchased item and that of the other processed items at the time of processing.
2. We shall retain the right of ownership to tools. The supplier undertakes to use the tools exclusively for manufacturing the items ordered by us. The Supplier shall be required to insure tools belonging to us at their nominal value against fire, water damage and theft. It shall be required to carry out any necessary maintenance and inspection work in good time at its own expense. It shall be required to notify us of any faults immediately. Should it culpably fail to meet this requirement, compensation claims shall be unaffected.
3. The supplier shall be required to maintain strict confidentiality with respect to illustrations, drawings, calculations, and other documents and information it has received. These may be shown to third parties only with express approval. The duty of confidentiality will remain in force after this agreement has been completed.
Where the Supplier provides services in our establishment through its employees, those employees shall be solely responsible for compliance with the accident prevention regulations of relevant professional associations. As Supplier, it shall bear sole liability for the correct selection, management and supervision of its workforce.
XV. Place of Jurisdiction, place of performance
1. If the Purchaser is a merchant entered in the commercial register, the place of jurisdiction shall be our registered office. However, we shall also be entitled to sue the Supplier in the courts at its place of residence.
2. The place of performance shall be our registered office, unless the order confirmation specifies otherwise.
XVI. Final provisions
1. Should any single provision be invalid, this shall not affect the validity of the remaining provisions.
2. British law shall apply exclusively, with the exception of UN purchasing law.
Address for Dispatch
Tecan Way, Granby Industrial Estate