General Terms and Conditions for Purchase of Goods & Services

Unless deviating clauses have been agreed upon between HEYER  and a supplier, the terms of this document shall be in effect for all deliveries. The agreement on a specific clause shall not affect the remaining clauses of these conditions of purchase.

HEYER  Medical AG hereby expressly disagrees with deviating sales conditions of the supplier. The acceptance of deliveries and services or their payment does not constitute acceptance of the terms of sale of the supplier.

Purchase Orders
Orders must be in writing or text form and are valid without signature if the ordering company and the ordering person are clearly identifiable. The supplier is obliged to confirm the order by fax or email within 3 working days. If the order confirmation does not arrive on time, HEYER  Medical shall be entitled to revoke the purchase order.

The same shall apply to calls from framework contracts, these also require written or text form, and shall be confirmed in writing within three working days. Order confirmations which deviate from the contents of the purchase order require written confirmation by HEYER  Medical AG.

All conditions, specifications, standards and other documents listed in the purchase order are considered content of the order. In case of inconsistencies, the text of the purchase order or the text of the documents pertaining to the purchase order take priority over the purchasing conditions laid out in this document.

When parts are ordered according to drawings provided by HEYER , these drawings have to be signed and stamped and be sent back together with the delivery of the order. This is to confirm that the parts have been manufactured according to the drawings provided. If the signed and stamped drawings are not delivered with the goods, HEYER  has the option to refuse acceptance of the delivery. If HEYER  accepts delivery without the signed and stamped drawings, the delivery is considered incomplete until the signed and stamped drawings arrive at HEYER . Payment periods extend accordingly and do not begin until the consignment is complete.

Deliveries
Deliveries, including appropriate packaging and insurance, shall be made at the supplier's expense, unless otherwise agreed. Terms of delivery with a different agreement require the written form. Insofar as the supplier is obliged under the packaging regulations to take back the packaging used, he bears the costs of return transport and recycling.

The supplier shall specify the purchase order and purchase order number in all documents relating to a purchase order. All shipping documents shall include the following required information:
•    Purchase order number or non-conformity report number
•    Goods description
•    Part number
•    Serial number, if it exists
•    Quantity
The Supplier shall bear the costs arising from non-compliance with our shipping instructions. Partial deliveries require our approval in writing and are to be marked as such in the shipping documents.

The supplier is obliged to provide the following foreign trade data when delivering the goods:
•    Customs tariff numbers
•    Country of origin
•    Identification and classification of goods subject to export control
•    Upon request: a certificate of origin or preference

The delivery time stated in the purchase order is binding. The supplier must inform HEYER  Medical without delay of any foreseeable delays. If the agreed delivery time is exceeded by the supplier due to circumstances which fall under the supplier’s responsibility, the supplier shall be in default, even without a default notice.

In the event of a delay in delivery, HEYER  Medical shall be entitled to the statutory claims for damages, in particular, to compensation for damages caused by the delay. The supplier shall bear any additional costs incurred by HEYER  Medical to cover immediate material needs. The unconditional acceptance of the delayed delivery does not constitute a waiver of any claims for compensation.

Invoicing and Payment

The supplier must submit an invoice separately from the consignment, for each delivery or service. The invoice must include at least:
•    The order number
•    The order items (description and product numbers)

Invoices that do not contain this information do not constitute a due date and will be returned by us.

The payment period begins on the later date of two dates: either upon receipt of the complete and regular delivery, or upon receipt of the accurate and verifiable invoice.

Insofar as HEYER  Medical is obliged to withhold duties or taxes, HEYER  Medical is entitled to deduct these amounts from the invoice amount. The supplier shall, if necessary, submit release/exemption documents proactively without request. The right of the supplier to claim back taxes and duties from the collecting authorities remains unaffected.

Unless agreed otherwise, the payment shall be settled as per below:
Within 10 days from receipt of invoice with deduction of 3% discount, or, within 30 days with a deduction of 3% discount, or, within 45 days with no deductions. This shall have no effect on HEYER ’s right to subsequent claims/complaints.

Early deliveries and acceptance of early deliveries by HEYER  do not lead to an expedited payment due date. The payment period begins on the later date of two dates: either upon receipt of the complete and regular delivery, or upon receipt of the accurate and verifiable invoice. With regards to contracts for labor and services, the payment period will not begin before delivery acceptance.

In case of faulty or incomplete delivery, HEYER  Medical is entitled to withhold the entire payment up to the proper fulfillment, without loss of cash discounts, discounts and similar benefits.


Change of Ordered Goods
HEYER  Medical can change the goods ordered, within reason. The supplier must clearly communicate all implications with regards to prices and delivery dates and the parties must come to an appropriate agreement.

In general, the supplier commits to not make any changes to products delivered to HEYER  Medical. If changes are unavoidable, the supplier shall inform HEYER  Medical in good time (at least 6 months in advance) of the change request. The change may only be implemented after the written approval of HEYER  Medical AG.
 
Spare Parts
For goods which are part of HEYER  Medical’s products, the supplier is obliged to deliver these as spare parts for at least 8 years after the last production of that HEYER  product, at reasonable market prices.

Force Majeure
If unavoidable events lead to the interruption of regular production, HEYER  Medical is entitled to withdraw from orders. Delayed delivery acceptance due to force majeure will result in delayed payment periods.

Liability
The supplier guarantees that the delivered items are free of material or legal deficiencies. As soon as defects are discovered according to the circumstances of a regular business process, the supplier shall be notified of defects in delivery and performance immediately, in writing. The supplier waives the objection of the delayed notification of defects.



Unless otherwise agreed in writing, warranty claims for delivered goods will expire 24 months after the final end product has been placed in operation.

HEYER  Medical AG is entitled to the statutory claims for defects without exception. The supplier is obligated, according to HEYER  Medical's choice, either to remedy the defect free of charge or to provide a replacement delivery. The supplier is entitled to a maximum of two subsequent performance attempts within a reasonable period.

If the supplier is obviously not able or willing to deliver the supplementary performance as quickly as necessary to prevent disproportionate damage, HEYER  Medical shall have the right to remedy the defect itself or contract a third party to remedy the defect. HEYER  shall also have the right to claim from the supplier any costs and expenses incurred for this remedy, as well as reimbursement for any additional costs caused by the delay.

If the supplier has not remedied the defect after the expiry of a reasonable deadline set in writing, or if the defect remedy has finally failed, HEYER  Medical AG is entitled to reduce the purchase price, to withdraw from the purchase contract, or to demand compensation or damages.

Quality Assurance and Product Safety
For his deliveries and services, the supplier shall comply with the recognized standards of technology, safety rules and agreed technical data /specifications.
 
Before deliveries, the supplier shall proactively and without delay inform HEYER  Medical of: any changes in production processes, any changes in materials or parts supplied to him by third parties which are part of  the product supplied to HEYER , any changes in location of the production facilities, as well as any changes in testing processes or testing facilities. Further, the supplier shall inform HEYER  in advance of any changes which may affect the quality and/ or safety of the delivery items.
 
Changes to the defined specifications cannot be made without formal approval by HEYER  Medical, in writing.

Any changes to the delivery items as well as product-relevant changes in the chain of production, have to be documented in a product life cycle file.
Among others, these items need to be documented: changes in drawings, approvals of product spec deviations, changes in production processes, changes to testing methods and testing frequencies, changes in suppliers, parts supplied by third parties and materials used. The revision history of the product life cycle is to be disclosed to HEYER  Medical upon request.

The supplier will deliver only products which are compliant with the up-to-date revisions and amendments of the following regulations:

•    REACH Regulation and SVHC List
•    EC Regulation 1005/2009
•    RoHS (2011/95/EC) for products according to their intended use
•    EU Regulation 765/2008,  CE standards are to be complied with
•    Bio Compatibility according to ISO 10993-1

Upon request, this will be confirmed to HEYER  Medical in writing. Moreover, delivered items must be free of any asbestos, biocides, and radioactive substances. In case the delivered items contain such substances, the supplier will have to secure a separate written approval from HEYER  Medical BEFORE delivery. In order to obtain this approval, the supplier shall provide the relevant product safety data sheets as well as the CAD Number.

The supplier agrees to indemnify HEYER  Medical from any liability caused by the non-compliance with the above regulations and to compensate HEYER  Medical for any damages resulting from or connected to this non-compliance.

Product Liability/ Product Recall
In case HEYER  Medical is persued for product liabiliy, the supplier is obligated to release HEYER  from such claims, if and insofar as the damage was caused by a defect of a delivery item. In such cases, the supplier shall bear all costs and expenses including legal costs and fees.
If a security-relevant defect of the delivery items requires a recall action, or if a recall is ordered by the authorities, the supplier bears all costs and expenses of the recall action. The content and scope of such a recall are coordinated with the supplier, as far as possible and reasonable. HEYER  Medical shall be entitled to its own action in the interests of the supplier if the latter does not have sufficient facilities or resources in his business operations (e.g. lack of a service organization). In addition, the statutory provisions apply.

Third Party Rights
The supplier is responsible that no proprietary rights of third parties are infringed upon in connection with his delivery. If HEYER  Medical is pursued for such infringement, the supplier indemnifies HEYER  Medical from all claims and bears all costs and expenses related to the claim.

Reservation of Title, Provision, Confidentiality
Materials provided by HEYER  Medical for the performance of an order (such as documents, data, materials, tools, forms, etc.) remain the property of HEYER  Medical and must be carefully handled, maintained and insured by the supplier. The supplier does not acquire any rights to the material except for the order-related co-use rights.

Without written permission, the material may only be used for order purposes and cannot be copied or made accessible to third parties. Products manufactured using the material, or products developed by HEYER  Medical or manufactured according to HEYER  specifications may only be delivered to third parties with the written consent of HEYER  Medical.

The following may also not be made available to third parties: material which is the property of the supplier but has been acquired specifically for HEYER  Medical and HEYER  is involved in the investment, or the option exists for HEYER  to acquire the material later on. This also applies to the property of the supplier in which HEYER  Medical’s know-how is included.

Confidentiality and Privacy
The contracting parties agree to treat strictly confidential all information provided by HEYER  in the context of the business relationship, including our purchase orders, as well as any information on materials provided by HEYER . Without written consent, such information is not to be made available to third parties.

The supplier will only disclose confidential information to employees if and insofar it is necessary to carry out their necessary tasks in the business relationship with HEYER . The obligation of confidentiality shall survive the termination of the business relationship with HEYER  Medical. Additional agreements on confidentiality will be settled in separate agreements if necessary.

The supplier agrees that HEYER  store data required by the business relationship (supplier data as well as related contract data) in our IT system. Additional agreements on data protection are regulated in separate agreements if necessary.
 
Third Party Management
When entering HEYER  premises, the supplier agrees to comply with all regulations and instructions regarding work safety, hygiene and environmental protection, which are provided to him. The supplier will pro-actively inquire about existing regulations for third-party companies.

Applicable Law & Jurisdiction
German law shall apply, unless there is a different contractual agreement. Jurisdiction and place of fulfillment is at the place of business of HEYER  Medical AG, unless there is a different contractual agreement.



Commitment to Minimum Wage
The supplier undertakes to comply with the provisions of the Minimum Wage Law ("Act for the regulation of the general minimum wage" of 11 August 2014, as amended, in the case of orders for services or works within Germany).
Insofar as the non-compliance of the supplier or his subcontractor results in claims for payment pursuant to § 13 MiLoG in conjunction with § 14 AEntG to HEYER  Medical AG, the supplier undertakes to release HEYER  Medical from such claims in the scope regulated in § 14 AEntG.
An obligation of the supplier to this release also exists if and so far such a breach of the supplier against the provisions of the minimum wage law or the obligations according to paragraph 1 caused any other damage to HEYER  Medical.

Severability Clause
If a regulation of these General Purchasing Conditions is invalid or unenforceable, this shall not affect the validity of the remaining provisions. Should a provision be found to be invalid or unenforceable, it shall be replaced by a new effective provision that is as close as possible to the legal and economic success of the ineffective or unenforceable provision.