General purchasing conditions

General purchasing conditions

1. General, scope of application

1.1 These General Terms and Conditions of Purchase apply to all business relationships with business partners and suppliers of Owen & Finch ("Supplier") relating to the supply of movable goods and/or services, regardless of whether the supplier provides the service itself or purchases from suppliers.

1.2 These terms and conditions apply only to entrepreneurs, legal entities under public law, and special assets under public law within the meaning of Section 310 of the Dutch Civil Code. In their current version, they also apply to all future transactions with suppliers, without Owen & Finch being required to refer to them in each individual case.

1.3 These General Terms and Conditions of Purchase apply exclusively. Deviating, conflicting, or supplementary General Terms and Conditions of the supplier will only become part of the contract if and to the extent Owen & Finch has expressly agreed to their validity. Unconditional acceptance of deliveries and services and their payment does not constitute acceptance of the supplier's General Terms and Conditions of Delivery.

1.4 Individual agreements made with the supplier in individual cases (including supplementary agreements, additions, and amendments) always take precedence over these General Terms and Conditions. Unless proven otherwise, a written agreement or written confirmation from Owen & Finch is decisive for the content of such agreements. Legally relevant statements and notifications that the supplier must submit to Owen & Finch after the conclusion of the contract (e.g., setting deadlines, reminders, and dismissal notices) must be in writing to be effective.

1.5 References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these Terms and Conditions.

2. Establishment of a contract, quotation, order

2.1 Orders from Owen & Finch are only valid and binding if placed in writing or by email. The supplier is obligated to accept the order in the same form or, if agreed upon, in another form within one week. After this period has expired, Owen & Finch is no longer bound by an order. Any order confirmation from the supplier that deviates from the order or is issued too late constitutes a new offer and must be accepted by Owen & Finch. In the event of an insignificant change, acceptance may also occur without explanation to the supplier.

2.2 Quotations, samples, tests, etc. from the supplier are binding and will not be reimbursed unless expressly agreed otherwise.

3. Change in scope of delivery

Owen & Finch may request changes to the products (including construction and design) at any time, even after the supplier has confirmed the order. In that case, the supplier must immediately inform Owen & Finch of any price increases, discounts, or changes to delivery times.

4. Delivery time, delay

4.1 Agreed delivery times and deadlines are binding. If the supplier exceeds these, the supplier will be in default immediately, without notice. The supplier is obligated to inform Owen & Finch immediately, stating the reasons for the expected delay, if it is foreseeable that the agreed delivery times cannot be met. Partial deliveries or deliveries before the agreed delivery time may only be made with prior written (email) consent.

4.2 If the supplier defaults, they will be subject to a contractual penalty of 1% of the purchase price of the delayed products for each week of delay, up to a maximum of 5% of this purchase price, without prejudice to the right to compensation. Any contractual penalty due will be deducted from any increased claims for damages. Furthermore, Owen & Finch is entitled to statutory damages in the event of a delay. Additional costs, particularly for necessary coverage purchases, will be borne by the supplier. Unconditional acceptance of the delayed delivery does not waive any claims for damages.

5. Delivery, Transfer of Risk, Packaging

5.1 The risk of accidental loss and damage to the product passes to Owen & Finch upon delivery at the place of performance. If acceptance has been agreed upon, this constitutes the transfer of risk.

5.2 Each delivery must be accompanied by a packing slip, with order number, article number and the name of the purchaser.

5.3 The values ​​determined at Owen & Finch's incoming goods inspection are decisive for quantities, weights and dimensions, unless otherwise proven.

6. Quality Assurance, Product Safety

The supplier must inform Owen & Finch in a timely manner prior to delivery of any changes to production processes, materials, or components for the delivery items, as well as any changes to procedures or facilities for testing the delivery items, or any other measures that could affect the quality and/or safety of the delivery items. Changes to the specified specifications may not be made without authorization. All changes to the delivery items and product-relevant changes in the process chain must be documented. This documentation must be presented to Owen & Finch upon request.

7. Prices, Invoice, Payment Terms, Settlement, Right of Retention, Transfer.

7.1 The prices stated in the order are binding. All prices exclude statutory tax, even if this is not stated separately.

7.2 Invoices must be issued correctly in accordance with Sections 14, 14a of the UStG (=Sales Tax Act). For deliveries from territories outside the EU customs territory, delivery of the goods must be accompanied by an original invoice. An invoice amendment is only permitted via a corrective invoice (credit note).

7.3 Payments must be made in advance. The order will be processed after payment of the invoice.

7.4 Owen & Finch has, to the extent permitted by law, rights of offset and retention, as well as a defense for breach of contract. In the event of incorrect or incomplete delivery, Owen & Finch is entitled to withhold payment, without loss of discounts, deductions, and similar price reductions.

7.5 The Supplier is only entitled to offset if its counterclaims are legally established, undisputed, or acknowledged by Owen & Finch. Furthermore, it is entitled to exercise its right of retention if its counterclaim is based on the same contractual relationship.

8. Confidentiality, Information

8.1 All business or technical information made available by Owen & Finch must be kept confidential from third parties, as long as and to the extent that it is not demonstrably known to the public, and may only be made available to persons within the supplier's company who must be familiar with such information to carry out the delivery to Owen & Finch and who are also obligated to maintain confidentiality. This confidentiality obligation continues for a period of 5 years after the end of the supply relationship. The supplier is obligated, after the end of the supply relationship, to return all received, confidential information, insofar as it is stored on electronic storage media, to Owen & Finch.

8.2 The supplier is obliged to oblige subcontractors to maintain the same confidentiality.

8.3 Owen & Finch retains ownership and all other rights (including copyright and the right to register industrial property rights) to the information made available to suppliers. Duplication may only be carried out with the prior written consent of Owen & Finch, and the information becomes the property of Owen & Finch upon production.

9. Warranty

9.1 Owen & Finch's rights in the event of material and legal defects of the delivery item and other breaches of duty by the supplier are governed by the statutory provisions, unless otherwise stated below.

9.2 If the supplier fails to fulfill its performance obligation, either (at Owen & Finch's discretion) by remedying a defect or by delivering a flawless item (including the return of the defective item at the supplier's expense) within a reasonable period set by Owen & Finch, or if the supplier definitively and unlawfully refuses performance, Owen & Finch is entitled to remedy the defect itself or have it remedied by a third party at its request and to demand reimbursement of the necessary costs. If supplementary performance by the supplier fails or is inappropriate for Owen & Finch, for example, due to a risk to operational safety, the threat of disproportionate damage, or any other special urgency, no deadline is required. Owen & Finch will inform the supplier of such circumstances as soon as possible, as well as of the nature and scope of the urgent measures required or taken.

9.3 Liability claims for defects expire 36 months after transfer of risk. 10.4 Sections 377 and 378 of the Chamber of Commerce apply to the obligation to inspect and report defects, subject to the following condition: Owen & Finch's obligation to inspect is limited to defects that are clearly visible during an inspection of incoming goods by Owen & Finch, by external inspection, including the delivery documents and Owen & Finch's quality control, and within the framework of Owen & Finch's quality control by means of a random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Furthermore, it depends on the extent to which an inspection is possible in the normal course of business, taking into account the circumstances of the individual case. Owen & Finch is deemed to have fulfilled its obligation to report defects if, in the case of obvious defects, it does so within 10 days of receipt of the goods. For all other defects, Owen & Finch will comply with its reporting obligation if defects are reported within 10 days of their discovery.

9.4 If products labeled with the Owen & Finch brand are legitimately returned or are not accepted by Owen & Finch, the supplier must destroy these products and may not sell them to third parties. In the event of non-compliance, a contractual penalty equal to twice the value of the goods, but at least €10,000.00, will be agreed upon.

10. Product Liability, Product Returns

10.1 In the event that Owen & Finch receives a product liability claim from a customer or third party, the supplier is obligated to indemnify Owen & Finch from such claims if and to the extent the damage is caused by a defect in a delivery item. In the case of fault-based liability, however, this only applies if the supplier is at fault. If the cause of the damage lies within the supplier's responsibility, they must prove that they are not at fault. In such cases, the supplier is responsible for all costs and expenses, including legal fees.

10.2 If a safety-relevant defect in the scope of delivery requires a recall or is ordered by the authorities, the supplier is also responsible for all costs and expenses of the recall. Owen & Finch will coordinate the content and scope of such a recall with the supplier to the greatest extent possible.

10.3 The statutory provisions apply for the rest.

11. Official approvals, export control, customs

The supplier is obligated to notify Owen & Finch in writing as early as possible before the delivery date of any approval requirements for its goods under the applicable German, European, and U.S. export, customs, and foreign trade laws of the country of origin of its goods. To this end, the supplier must provide the following information and data: export list number according to Appendix AL of the German Foreign Trade and Payments Regulations or comparable list items from relevant export lists; the Export Control Classification Number according to the U.S. Commerce Control List, insofar as the goods are subject to the U.S. Export Administration Regulations; in any case, the static commodity number, the country of origin; (Long-term) supplier declarations of preferential origin (for EU suppliers) or certificates of preference (for non-EU suppliers); and all other information and data that Owen & Finch requires for the export and import of the goods, and in the event of resale or re-export. The supplier is obligated to notify Owen & Finch immediately in writing of any changes to the above information and data.

12. Regulatory compliance; substances in products

12.1 The supplier is obliged to comply with the recognized technology regulations and the legal provisions regarding product safety and the internationally applicable minimum labor standards.

12.2 The Supplier shall not participate, either passively or actively, directly or indirectly, in any form of bribery or corruption, violation of human rights or discrimination against its employees, forced labor or child labor.

12.3 The supplier must ensure that all parties engaged by him, who are in any way involved in the production of the delivered articles, will comply with the above obligations.

12.4 The Supplier warrants that it complies with all applicable EU regulations, in particular the regulations of the EU Chemicals Regulation REACH (EC Regulation number in its currently valid version, hereinafter referred to as the REACH Regulation).

12.5 The Supplier acknowledges that Owen & Finch, as manufacturer of goods/articles, is a so-called Downstream User within the meaning of the European Chemicals Regulation No. 12.5. 1907/2006 (“REACH”) and warrants that it will comply with all REACH provisions, in particular those necessary for the processing, sale or distribution of goods within the EU, in particular: (a) to pre-register, register or approve chemical substances or preparations to the extent legally required; (b) to implement internal organisational measures documenting compliance with REACH; (c) to ensure that all uses of chemical substances or preparations in goods (including packaging materials) that Owen & Finch or its customers have declared to suppliers are covered by the corresponding (pre-)registration; (d) to provide immediate information whether a substance or preparation that has been pre-registered will or cannot be definitively registered within the relevant transitional period ((a) to (d) together “REACH Compliance”).

12.6 The supplier shall ensure that Owen & Finch receives all necessary information when using substances of very high concern (SVHC) in products, so that Owen & Finch can fulfil its obligation to provide information in accordance with Article 33 of the REACH Regulation.

12.7 In addition, the supplier shall ensure that all restrictions regarding the use of certain hazardous substances, preparations and products in accordance with Annex XVII of the REACH Regulation are observed. 1

12.8 The supplier acknowledges that violations of “REACH compliance” within the meaning of the applicable law result in a defect in the substance, preparation or other goods/articles and shall indemnify Owen & Finch from all claims, liabilities, costs and damages incurred by the supplier as a result of a violation of the aforementioned REACH compliance and shall support enforcement at its own expense.

13. Third Party Proprietary Rights

The supplier warrants that its delivery will not infringe any third-party proprietary rights. If Owen & Finch receives a claim from a third party due to such infringement, the supplier will indemnify Owen & Finch against all claims and bear all costs and expenses associated with the claim.

14. Data protection

To the extent that personal data from or in connection with the contract is stored by Owen & Finch and/or its suppliers for data processing, the applicable statutory data protection regulations, in particular Sections 27ff. (Data Protection Act), must be observed. Data will not be transferred to third parties.

15. Competent court, place of performance, applicable law, severability clause

15.1 All disputes arising out of or in connection with this contract shall be subject to the exclusive jurisdiction of the Dutch courts.

15.2 Unless otherwise stated in the order, the place of performance is the registered office of Owen & Finch.

15.3 Dutch law applies. The Vienna Sales Convention (CISG) does not apply.

15.4 This contract remains valid even if individual provisions prove to be invalid. In the event of an invalid provision, the parties agree to negotiate the replacement of the invalid provision with a valid provision that comes as close as possible to the original economic intention.

16. Country-specific regulations only within Germany: Minimum wage obligation

The supplier is obliged to keep itself sufficiently informed about the applicable legal requirements and confirms that the compensation paid to employees in the Netherlands at least meets these requirements and that, in particular, the minimum wage law is complied with.

Version: 01.04.2024