Purchase Conditions of VIDEOR E. Hartig GmbH

1. General

The following purchase conditions apply to all purchasing transactions between the SUPPLIER and VIDEOR, hereinafter referred to as VIDEOR, and shall apply exclusively if no other individual contractual agreements in terms of the purchasing transactions have been agreed between the SUPPLIER and VIDEOR.

Any reservations, changes, additions, differing, conflicting or supplemental terms and conditions of the party delivering shall only become part of the contract if and to the extent VIDEOR has given its express written consent. This requirement of consent applies in any case, even if VIDEOR receives a delivery without reservation in spite of being aware of the general terms and conditions of the party delivering. Verbal orders or agreements require the written confirmation of VIDEOR.

If any individual regulations of these conditions become completely or partially ineffective, the validity of the rest of the conditions will not be affected. The SUPPLIER shall undertake to agree to provisions that largely attain the purpose and objective the ineffective or void provision aimed at in the economic field.

 

2. Order Confirmations - Delivery Documents

Unless an order is unconditionally confirmed by the SUPPLIER within 14 days after receipt VIDEOR reserves the right to cancel the placed order at any time.

The SUPPLIER must clearly indicate on order confirmations, delivery notes and invoices VIDEOR’s order numbers and VIDEOR’s part numbers. Furthermore, the information on accompanying documents of deliveries must comply with the national provisions to be observed.

 

3. Deliveries - Packaging - Supplier’s Retention of Title

Deliveries and shipments of any kind have to be properly packed and secured. On the product packaging must clearly be indicated the part numbers and product descriptions. Furthermore, care must be taken to ensure the use of recyclable or reusable materials for the product and shipping packaging. In case of improper packing of the goods VIDEOR is entitled to reject the entire delivery.

The SUPPLIER must comply with agreements which are reached with regard to the transport route and the transport company and the SUPPLIER is requested to respect the following delivery windows:

Deliveries to VIDEOR’s central warehouse can be carried out on workdays from Monday to Friday between 8:00am - 12:00am and 1:00pm - 4:00pm.

The SUPPLIER is also responsible for the compliance with these obligations by its suppliers and service providers. It shall be liable for all damages and necessary expenses as a result of the breach of its obligations. Shipments, which cannot be taken over owing to the breach of these obligations, shall be stored at the costs and risk of the SUPPLIER or will be returned to the SUPPLIER at the SUPPLIER’s costs. This shall also apply in the event of a refusal to accept the shipments. VIDEOR is principally permitted to examine the contents and condition of such shipments.

In case of existing rights to reservations of title of the SUPPLIER the property to the goods shall pass to VIDEOR with the payment. Forms of reservation of title, which go beyond a simple reservation of title, such as e.g. the prolonged or extended reservation of title or current account or group reservations, shall not apply.

 

4. Delivery Deadlines

Delivery dates specified in order confirmations are deemed to be fixed dates. Non-compliance with those delivery dates will result in default consequences as described in the following unless specifically agreed in writing. If the SUPPLIER is in delay the SUPPLIER shall immediately notify VIDEOR. If the delay is exceeding 10 working days with regard to the confirmed dispatch date VIDEOR can demand compensation for delay at the rate of 0.5% of the net price of the affected goods per calendar week but not more than 5% of the net price of the affected goods. If VIDEOR may prove that a higher loss has been incurred the parties will negotiate a compensation acceptable to both sides. Agreed contractual penalties may be deducted from invoiced amounts.

Delays in delivery as a result of force majeure are excluded thereof. In such event it is the SUPPLIER’s responsibility to present respective proof.

Partial services are not permitted insofar as such have not been explicitly requested or approved by VIDEOR. The right is reserved to further statutory or contractual claims (in particular damages owing to a breach of obligation).

 

5. Prices

The prices indicated in VIDEOR’s orders are fixed prices and exclude additional claims of any kind. They include costs for packing and freight to VIDEOR’s delivery destination (based on CPT Incoterms 2010) unless otherwise separately agreed resp. stated within the terms and conditions of VIDEOR’s order.

Price reductions apply to all pending and new orders to be delivered upon the effective date of the price reductions. In case of price increases the terms as described in chapter 8. apply.

 

6. Payments - Invoices

Unless otherwise separately agreed resp. stated within the terms and conditions of VIDEOR’s order payments are made within 14 calendar days upon receipt of goods and invoice with a deduction of 3% discount or within 60 days upon receipt of goods and invoice without deduction based on SHA payment instructions (shared bank transfer charges).

If deliveries do not comply with the specifications set in the order VIDEOR has the right to suspend payments in full or partially.

Invoices need to be sent by E-mail to the following address: invoice@videor.com

Rights of the SUPPLIER to offsetting and retention are excluded insofar as the claims asserted by it in order to substantiate such rights have not been declared legally binding or have not been disputed by VIDEOR.

 

7. Quality Assurance - Plausibility Checks

The delivered products and services shall be in compliance with the stated properties and quality as per descriptions, specifications, data sheets, drawings or product samples. In each and every case the SUPPLIER shall check without delay whether a description in orders provided by VIDEOR is obviously incorrect, unclear, incomplete or not in compliance with the ordered product. If the SUPPLIER realizes that this is the case he shall forthwith give notice in writing to VIDEOR. Furthermore the SUPPLIER shall maintain a quality management system and shall manufacture and test the products in accordance with the stipulations of such quality management system. Any additional requirements will be agreed in writing between VIDEOR and the SUPPLIER upon request.

 

8. Information Requirements

If the SUPPLIER notices an increase in deviations in the quality of the products from that specified (i.e. a reduction in quality) he shall immediately notify VIDEOR in writing thereof and of the measures he plans to take to remedy such problems. The SUPPLIER shall ensure that, in case defects are detected in a product, he can immediately establish which other products might be affected. The SUPPLIER shall inform VIDEOR about his identification system and measures which he has taken to remedy the problems in order to enable VIDEOR to carry out the relevant investigations and measures, if necessary.

Furthermore, the SUPPLIER is required to inform VIDEOR in writing about discontinuations and price changes with regard to products available for purchase to VIDEOR and/or regularly purchased by VIDEOR with 90 calendar days advanced notice.  If the SUPPLIER fails to notify VIDEOR in time VIDEOR is entitled to claim the following remedies:

If the SUPPLIER is not able to accept a last order for discontinued products the SUPPLIER needs to offer adequate successor products at the prices - or below the prices - of the discontinued products.

In case of price increases the SUPPLIER is requested to accept a last order to be executed at the old prices of the affected products whereby VIDEOR needs to place those order within 7 calendar days upon receipt of the price information.

 

9. Receiving Inspections by VIDEOR

Upon delivery of the products VIDEOR shall check without delay whether they correspond to the ordered quantity and type, whether there is any apparent damage resulting from transport and whether there is any other visible defect. A responsibility of VIDEOR to carry out an inspection and to report a complaint with regard to defects, which are not obvious, is excluded. If the parties consider that at the time of delivery further tests by VIDEOR are advisable, these shall be specified case by case. If, during such inspection VIDEOR notes any apparent damage or defect, VIDEOR shall notify the SUPPLIER thereof without delay.

If VIDEOR notes some damage or defect at a later stage, VIDEOR shall also report this without delay. Insofar VIDEOR has complied with the above, VIDEOR shall have no further obligations towards the SUPPLIER concerning checking of the products at delivery and any notification resulting therefrom.

On all cases the complaint (notice of defect) is deemed to have been made without delay and in time if it is received by the SUPPLIER within 2 weeks after detection of defect.

 

10. Warranty - Repairs

If not separately agreed in writing prior to placement of order the warranty and repair terms of the manufacturers resp. SUPPLIER apply to all deliveries. If there are any inconsistencies between VIDEOR’s purchase conditions and the warranty and repair terms of the manufacturers resp. SUPPLIER, the provisions stated in VIDEOR’s purchase conditions overrule the warranty and repair terms of the manufacturers resp. SUPPLIER.

VIDEOR shall be entitled to all statutory rights in case of material defects and defects of title in full. The SUPPLIER is in particular responsible for ensuring that the object of delivery is free of faults and complies with contractual and statutory stipulations and that it does not feature any defects. The object of delivery must comply with the current rules of science and technology as well as the respective valid environmental, occupational health and safety and accident prevention regulations

In case of defects VIDEOR is in particular entitled, at its own choice, to request remedy of defects or delivery of a faultless object (subsequent fulfilment), the costs incurred hereby have to be borne by the SUPPLIER in full.

VIDEOR is further entitled to the statutory claims for damages in full and to an unlimited extent. The SUPPLIER shall not be automatically released from the liability for defects by the acceptance of the goods, a sample or a specimen. A statute-of-limitations of three years from the delivery shall apply insofar as no longer deadlines are envisaged by law. Insofar as new goods are delivered within the scope of the subsequent fulfilment of the object of delivery the statute-of-limitations will begin to apply from the beginning again if this shall be deemed a recognition of the subsequent fulfilment obligation. The same shall apply in the event of subsequent improvement to the subsequently improved part of the object of delivery. In urgent cases (danger in default or special urgency) VIDEOR is entitled to remedy the defects itself or to have this carried out at the costs of the SUPPLIER. It shall be deemed an urgent case if it is no longer possible to inform the SUPPLIER and to set it a (albeit short) deadline for the subsequent fulfilment.

 

11. Serial Defects

If more than 5% out of all delivered products from the same production batch show the same or similar defect (serial defect) during the warranty period all of the products belonging to said production batch shall be considered afflicted by this defect. The costs of sorting out afflicted goods on stock at VIDEOR and of any warning or recall measures to be initiated by VIDEOR shall be borne by the SUPPLIER.

 

12. Product Liability

In the event a product liability claim is asserted against VIDEOR resp.  VIDEOR is exposed to claims due to any violation of governmental safety regulations or on the basis of strict liability under any domestic or foreign statute in connection with products supplied by the SUPPLIER, the SUPPLIER must indemnify or compensate VIDEOR against such claims.

The costs of any measures required to avert any risk of becoming subject to any liability, including the costs of campaigns to recall products, shall be borne by the SUPPLIER.

If VIDEOR considers to recall products supplied by the SUPPLIER, such measures are communicated and mutually agreed upon beforehand with the SUPPLIER. In this context the SUPPLIER is strongly advised to have adequate product liability insurance coverage in place.

Statutory claims and rights against the SUPPLIER, which go beyond this, shall remain unaffected by these regulations.

 

13. International Standards & Directives

In general the SUPPLIER has to ensure that international directives with relevance to the delivered products and trading between the companies are going to be respected. These are in particular:

CE/REACH/RoHS Directives

The SUPPLIER must guarantee that each delivered product meets all requirements laid down in the applicable directives that are in force at the time of delivery and at least in the following 6 months. Furthermore, the SUPPLIER is obliged to provide upon request for each delivered product a “Declaration of Conformity” (DoC) that indicates that the product meets all the necessary requirements laid down in the applicable directives.

European Battery Act

The SUPPLIER guarantees that the delivered products do not contain any accumulators or batteries with mercury content exceeding the limits set out in the European Battery Act. The SUPPLIER is requested to provide upon request a list of the accumulators and batteries that are delivered in connection with the products. This list must include the brand and type of the accumulators and batteries.

Directives for Authorised Economic Opterators

In connection with VIDEOR’s status as certified “Authorised Economic Operator” the SUPPLIER is obliged to meet the following requirements:

The SUPPLIER declares that goods, which are produced, stored, forwarded or carried by order of VIDEOR, which are delivered to VIDEOR or which are taken for delivery from VIDEOR are produced, stored, prepared and loaded in secure business and secure loading and shipping areas, are protected against unauthorized interference during production, storage, preparation, loading and transport, reliable staff is employed for the production, storage, preparation, loading and transport of these goods, business partners who are acting on SUPPLIER's behalf are informed that they also need to ensure the supply chain security as mentioned above.

Export Control and Customs

The SUPPLIER is obliged to inform VIDEOR about applicable licence requirements with respect to the offered/delivered products under German, European and US export control laws and customs regulations as well as export control laws and customs regulations of the country of origin of the products and must provide the following information:

Export list numbers including ECCN

Customs tariff number (HS Code)

Conflict Minerals

The SUPPLIER warrants that the supplied products do not contain conflict minerals (e.g. tantalum, tin, tungsten or gold) as per definition of EU Conflict Mineral Regulation 2017/821 resp. section 1502 of the US Dodd-Frank-Act and ensures that his supply chain complies with this obligation.

 

14. Rights on Tools & Documents

All kind of materials provided by VIDEOR remain VIDEOR’s property and shall be separately stored, labelled, adequately insured and protected against unauthorised use without extra charge to VIDEOR. In case of loss, decrease in value or undesignated use the SUPPLIER is obliged to provide compensation. Upon request of VIDEOR the provided materials, documents, including all manuscripts, reproductions etc. must be returned to VIDEOR. The same applies to models, tools, devices manufactured by the SUPPLIER or a third party on behalf of VIDEOR  and paid by VIDEOR. Such items are deemed to be property of VIDEOR.

 

15. Trademarks - Industrial & Intellectual Property Rights

The SUPPLIER shall not have any right, title or interest in or to any of VIDEOR’s trademarks and intellectual property. The supply of goods and/or services alone or in combination or the supply of packaging containing VIDEOR’s trademarks or trade names does not give the SUPPLIER any right or title to these or similar trademark or trade names. The SUPPLIER shall not use any of VIDEOR’s trademarks, trade names of other indications in relation to goods or services alone or in any combination without VIDEOR’s prior written approval and any use of VIDEOR’s trademarks, trade names or other indications authorized by VIDEOR shall be strictly in accordance with the instructions and for the purposes specified by VIDEOR.

The SUPPLIER declares that the goods delivered to VIDEOR are free from industrial and intellectual property rights of third parties. In addition, the SUPPLIER must inform VIDEOR whether products to be delivered and/or related software components contain OSS (Open-Source Software) components. If this is the case, the SUPPLIER must ensure to comply with all applicable OSS license terms and conditions and must provide all information that VIDEOR requires to comply with those OSS license terms and conditions. The SUPPLIER undertakes to indemnify VIDEOR from all legal claims of domestic and foreign third parties, which may arise from the infringement of domestic and foreign patents, utility models, copyrights or other rights, with regard to the goods delivered by it. The obligation for indemnification shall cover all expenses, necessarily incurred to VIDEOR from or in connection with the assertion of a claim.

 

16. Documentation - Trainings

The SUPPLIER provides the required technical documents such as operating instructions, spare parts lists, data sheets, drawings, manuals etc. without charge. Upon request trainings and instructions shall be performed in an acceptable scope.

 

17. Confidentiality - Data Protection

Each party shall use all documents and information, which is received in connection with this agreement from the other party, solely for the purpose of this agreement. The parties shall treat these with the same degree of confidentiality as they would treat their own confidential documents or information. The parties are not allowed to share any confidential information provided by the other party with third parties without written consent of the other party.

The aforementioned obligations shall, however, not apply to such information or data as the receiving party can show that such information or data was at the time of disclosure in the public domain, at the time of receipt already known to him provided that it was not previously obtained from the other party under binder of secrecy, obtained by a third party entitled to do so or developed by him without using other party’s confidential documents or information.

The SUPPLIER and VIDEOR undertake not to forward any personal data, of which they have become aware, to third parties and to exclusively use all data for the purposes of the business processing and according to the stipulations of the respective valid data protection provisions. With the breach of these obligations the SUPPLIER and VIDEOR shall be liable in full according to the statutory regulations. The SUPPLIER and VIDEOR have a right to information regarding the personal data collected, processed and used by the counter-party following a written request.

 

18. Code of Conduct

The following basic requirements need to be respected by the SUPPLIER in terms of VIDEOR’s “Code of Conduct” resp. the SUPPLIER has to comply with the following:

Legal Compliance

To comply with the laws of the applicable legal system(s).

Prohibition of Corruption and Bribery

To tolerate no form of and not to engage in any form of corruption or bribery, including any payment or other form of benefit conferred on any government official for the purpose of influencing decision making in violation of law.

Respect for the Basic Human Rights of Employees

To promote equal opportunities for and treatment of its employees irrespective of skin colour, race, nationality, social background, disabilities, sexual orientation, political or religious conviction, sex or age;

to respect the personal dignity, privacy and rights of each individual;

to refuse to employ or make anyone work against his will;

to refuse to tolerate any unacceptable treatment of employees, such as mental cruelty, sexual harassment or discrimination;

to prohibit behaviour including gestures, language and physical contact, that is sexual, coercive, threatening, abusive or exploitative;

to provide fair remuneration and to guarantee the applicable national statutory minimum wage;

to comply with the maximum number of working hours laid down in the applicable laws;

to recognize, as far as legally possible, the right of free association of employees and to neither favour nor discriminate against members of employee organizations or trade unions.

Prohibition of Child Labour

To employ no workers under the age of 15.

Health and Safety of Employees

To take responsibility for the health and safety of its employees;

to control hazards and take the best reasonably possible precautionary measures against accidents and occupational diseases;

to provide training and ensure that employees are educated in health and safety issues;

to set up or use an occupational health & safety management system.

Environmental Protection

To act in accordance with the applicable statutory and international standards regarding environmental protection;

to minimize environmental pollution and make continuous improvements in environmental protection;

to set up or use an environmental management system.

Supply Chain

To use best efforts to promote among its suppliers compliance with this Code of Conduct;

to comply with the principles of non-discrimination with regard to supplier selection and treatment.

 

19. Applicable Law - Place of Performance & Jurisdiction

The place of performance for VIDEOR’s contractual obligations (in particular for payments) is VIDEOR’s registered seat, currently in Rödermark. The place of jurisdiction is Offenbach am Main if the SUPPLIER is also a merchant, legal entity under public law or a special fund under public law. The same shall apply if the SUPPLIER does not have a general place of jurisdiction in the domestic country or relocates its registered seat overseas after conclusion of the contract. VIDEOR is entitled to also file an action against the SUPPLIER at other admissible places of jurisdiction.

The law of the Federal Republic of Germany shall apply with regard to all claims and rights from this contract. The application of the UN Convention on Contracts for the International Sale of Goods is excluded, the contractual language is English. The statutory or case law distribution of the burden of proof shall not be changed by any of the clauses agreed in these terms and conditions. The assignment of rights against VIDEOR is only possible with the prior written consent of VIDEOR. Statutory or contractual rights and claims to which VIDEOR is entitled can neither be excluded, nor limited.