HUBER+SUHNER GENERAL TERMS AND CONDITIONS OF PURCHASE I. Scope of Application 1. These General Terms and Conditions of Purchase shall apply to all single purchases of production materials and parts (hereinafter referred to as “Goods”) by HUBER+SUHNER AG and/or its group companies (hereinafter ‘H+S’). These General Terms and Conditions shall be integral part of all single purchase agreements between H+S and Supplier, unless otherwise agreed in a General Purchase Agreement between H+S and Supplier. Other general terms and conditions of the Supplier, in particular Supplier's Terms and Conditions of Sale and Delivery shall not be applicable, even if they are not rejected explicitly in any individual case and/or otherwise if H+S accepts delivery and makes payments. The following conditions shall be completed by a series of contractual documents which shall govern the relationship between H+S and Supplier, notably HUBER+SUHNER Technical Terms of Delivery. HUBER+SUHNER Technical Terms of Delivery shall form part of HUBER+SUHNER General Terms and Conditions of Purchase. II. Forecasts, Purchase Orders 2. Forecasts provided by H+S are only for planning purposes and do not represent a covenant of H+S to order such amounts or otherwise to compensate the Supplier. Only the written purchase orders issued by H+S are binding on the supplier. 3. H+S shall issue purchase orders as well as any change orders only in writing. A purchase agreement shall be deemed to have been concluded upon receipt of Supplier's confirmation of the purchase order or if the Supplier does not reject such order within two (2) days after its receipt. Purchase orders and orders’ acknowledgments may also be validly issued by facsimile or electronically with a form without signature. 4. H+S may change or suspend a purchase order or a portion thereof at any time prior to delivery date without charge or penalty. H+S may further cancel a purchase order or a portion thereof at any time prior to delivery date. In the event of cancellation by H+S without Supplier being in default, Supplier will use good faith and reasonable efforts to sell the Goods, WIP and raw materials to third parties and thereby mitigate H+S costs in respect thereto. In the event of H+S specific products, which cannot be supplied to third parties, H+S and Supplier shall mutually agree in good faith upon any necessary refund. III. Delivery 5. Delivery shall be made according to the Incoterms (Incoterms 2010) and to the destination set forth in the purchase order. Partial or anticipated delivery is not permitted, unless authorized in writing by H+S. Stipulated means of transport shall be used. Supplier ensures professional and faultless packaging and guarantees to follow the marking and labeling instructions as set forth in HUBER+SUHNER Technical Terms of Delivery. Supplier is liable for all damages as a result of inadequate or unsuitable packaging. 6. Time of delivery is of essence. Supplier shall immediately notify H+S in writing if Supplier is unable to deliver the Goods in the quantities and on the delivery dates and times specified in the purchase order. Upon H+S’s request, Supplier shall deliver the concerned Goods with a more expeditious method of transportation as originally specified at Supplier’s sole costs. 7. If any Goods are delivered beyond the agreed deadline, the Supplier is in default of delivery, without reminder. H+S is entitled to deduct from the price of the Purchase Order, without limiting or affecting its other rights or remedies available according to this General Terms and Conditions of Purchase or at law, liquidated damages of 1% of the value of the delayed delivery for each calendar week until delivery has been completed, however up to a maximum of 10 % of the value of the delayed delivery. In the event of delay H+S is entitled to withdraw from the Purchase Order with immediate effect without setting a period of grace.
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