1. SCOPE 

1.1 These General Terms and Conditions of Purchase (GTCP) apply to the purchase of all materials, items, products, individual parts, software and all related services (goods) from the supplier (Seller) by a company directly or indirectly controlled by Münker, including its authorised representatives and legal successors (Buyer). These GTCP form part of every order, request, acceptance of a quotation or offer (order) that the Buyer sends to the Seller. Only these GTCP, the provisions in the order and all documents referred to in the order are binding on the Buyer. 

1.2 If any provision of these GTCP is unenforceable for any reason, the other provisions shall remain unaffected. 

1.3 In the event of deviations or contradictions between the terms and conditions in an order and these GTCP, the terms and conditions in the order shall take precedence. 

2. PRICES - COST ESTIMATES - PAYMENT TERMS - INVOICING 

2.1 All prices in the order are fixed and cannot be changed. They include all taxes (with the exception of value added tax or equivalent), charges, insurance and all costs incurred by the Seller for the execution of the order up to and including the delivery of the goods (as defined in these GTCP), all materials for packaging, protection, tying down and fastening, and all documents, accessories, devices and/or tools necessary to ensure the complete and proper use and maintenance of the goods, and include all payments for the use of intellectual property rights, including the rights of third parties. 

2.2 The Seller shall issue a commercial invoice for each delivery. With the exception of transport invoices, no invoice may refer to more than one order. 

2.3 Amounts due on the basis of an invoice from the Seller must be paid within the period specified in the order. The Buyer is entitled to offset costs incurred as a result of misconduct on the part of the Seller against outstanding invoices or to withhold payments if the Seller does not fully fulfil its obligations under the order. 

2.4 Non-rejection of an invoice does not entail the Buyer’s acceptance of the invoice. Payment of an invoice alone does not entail the Buyer’s acceptance of the goods as ordered. 

3. SAFETY 

The Seller warrants that the goods do not pose any risk to health, safety or the environment, provided that they are operated, used and stored in accordance with the generally accepted rules of use applicable to the goods. The Seller shall provide safety data sheets, relevant operating instructions and notices or reports from the Seller's operational inspectors specifying the hygiene, safety and environmental standards required for the handling, further processing and storage of the goods, their by-products and any waste. The Seller warrants that it and its suppliers, employees and agents comply with the rules and guidelines for the safe, orderly and efficient operation of the Buyer’s premises, including any rules regarding delivery by lorry. 

4. DELIVERY – TRANSFER OF OWNERSHIP – PACKAGING – TRANSPORT 

4.1 The goods must be delivered in accordance with DDP Incoterms 2020 to the destination specified by the Buyer in the order (delivery). 

4.2 Ownership and risk shall be transferred from the Seller to the Buyer for each shipment of goods when the goods have been delivered in accordance with clause 4.1. 

4.3 Before delivery: 

(a) The Seller shall check the goods for conformity with the data, quality, weight and physical dimensions specified in the order, as well as for damage to the goods and their packaging. 

(b) The goods must be packaged in such a way that they are not damaged during transport or handling. All items must be properly labelled, namely (i) in accordance with the applicable regulations, especially in the case of dangerous goods; (ii) in accordance with the Buyer’s reasonable instructions; (iii) with the Buyer’s order number, the Seller’s identity, the item number, the delivery location, the description of the item, the weight and the quantity; and (iv) with all markings required for proper delivery and installation. 

(c) Slinging equipment and accessories for transport purposes must be supplied with the goods. 

4.4 Transport: 

(a) The Seller shall use all appropriate means and suitable equipment and accessories for the delivery of the goods, if necessary with the assistance of competent and solvent agents or subcontractors. 

(b) If the order has not been fulfilled within the period indicated in the order or in other documents that have become part of the order by reference, the Buyer may, after notifying the Seller of the delay, withdraw from the order and claim damages from the Seller, or accept the delivery. The Buyer is entitled to reject partial deliveries or early deliveries and may in such cases: (i) return the goods, or (ii) store the goods at the Seller’s expense and risk. 

(c) At the Buyer’s request, the Seller must remove all packaging materials from the Buyer's premises after delivery. 

4.5 The Seller shall inform the Buyer immediately in writing of all details of a possible or actual delay in delivery and of its planned countermeasures. 

5. ACCEPTANCE - INSPECTION 

5.1 Notwithstanding the provisions of clause 4.3, the Buyer shall be entitled to check the progress and proper execution of the order and to inspect the goods on the premises of the Seller or its subcontractors or elsewhere during normal working hours and after giving reasonable notice. The Seller must grant the Buyer and its representatives reasonable access to its premises to the extent necessary for such inspections and shall require its subcontractors to grant such access as well. 

5.2 The Buyer shall notify the Seller immediately of any obvious defects in the goods and is entitled to return defective goods after delivery. Upon request, the Seller shall collect the goods at its own expense and risk. 

6. TECHNICAL DOCUMENTATION 

The Seller shall provide the Buyer with all technical documents and other supporting documents relating to the goods, which are usually provided with the goods or have been requested by the Buyer to a reasonable extent, at the latest upon delivery of the goods. These technical documents are the property of the Buyer and are considered an integral part of the goods. 

7. WARRANTY - LIABILITY 

7.1 The Seller is liable for ensuring that the goods: 

(a) have the agreed quality and satisfy the agreed requirements; 

(b) are suitable for the purposes made known to the Seller; 

(c) are free from defects in construction, materials and workmanship and are free from security interests, liens or encumbrances; 

(d) satisfy all applicable legal requirements and standards. 

7.2 The Seller warrants that the Goods will be fully functional for a period of 2 years from the date of commissioning. 

7.3 If defects in the goods are found, the Buyer may: (a) reject the goods and demand that the Seller remedies the defects or delivers goods free of defects at the Seller’s expense, (b) withdraw from the order in accordance with the provisions of clause 11 (Termination) if the Seller does not remedy the defects or deliver goods free of defects within a reasonable period of time; (c) accept the goods with a reasonable price reduction. The Seller shall collect rejected goods from the Buyer’s premises at its own risk and expense within 30 days of the refusal to accept delivery. 

7.4 If the Seller fails to deliver replacement or repaired goods within a reasonable period of time, the Buyer is entitled to replace or repair these goods at the Seller’s expense. 

7.5 The provisions of this clause 7 apply to all repaired or replaced goods, and the warranty period for these goods shall commence from the date of delivery or repair. 

7.6 The Seller shall be liable for defects or other improper performance of the obligations arising from the order, regardless of any inspection, confirmation or acceptance of goods. 

8. RIGHTS OF THIRD PARTIES 

8.1 The Seller warrants that neither the goods nor their sale infringe or violate any third-party rights. The Seller shall indemnify and hold the Buyer harmless from and against any and all claims, damages, losses or costs arising from any infringement of third-party rights. If requested by the Buyer, the Seller shall defend the Buyer against all such claims at its own expense. 

8.2 If the goods are subject to claims arising from the infringement of third-party rights, the Seller shall be obliged, after consultation with the Buyer, either to obtain the right to use the goods for the Buyer or to modify or replace the goods in order to eliminate the infringement; this shall not affect the fact that the goods must be in conformity with the order. 

9. CONFIDENTIALITY - PROPERTY RIGHTS 

9.1 All written information about the goods that one party provides to the other party, the business affairs of the disclosing party, forecasts, know-how, specifications, procedures and all technical and commercial information, documents and data disclosed in connection with the order must be treated as confidential and may not be disclosed to third parties without the prior written consent of the disclosing party. This information may only be used for the execution of the order or for the purpose of preparing offers or cost estimates for the Buyer. The obligations in this clause 9 shall remain in force for three years from the date of delivery. 

9.2 The ownership and industrial property rights to the designs, drawings, samples and documents supplied by the Buyer to the Seller shall remain with the Buyer. 

10. FORCE MAJEURE 

10.1 Neither party shall be liable for any delay or failure to perform all or part of the order if performance is prevented, delayed or hindered by an event beyond its control which, at the time of placing the order, could not reasonably have been foreseen or averted with reasonable care; including (but not limited to) general strikes, epidemics, floods, earthquakes, war, embargoes and riots (each confirmed as “force majeure” by the competent authority/chamber of commerce, if available). Strikes, lockouts or other industrial disputes initiated by employees or involving only employees belonging to a party's business do not constitute a force majeure event. 

10.2 A party invoking force majeure shall prove to and notify the other party within 5 days of its occurrence that its performance has been or will be prevented or delayed, and to make all economically reasonable efforts to mitigate the effects of the force majeure. 

10.3 If the effects of force majeure last for three months or less, the affected goods must be delivered within a period agreed between the parties, at the latest within 6 months after the force majeure has ceased to have an effect. 

10.4 If the effects of force majeure last longer than three months, either party may withdraw from the affected order with 28 days’ notice. If there is no withdrawal, the affected goods must be delivered at a time to be agreed between the parties, but no later than 12 months after the force majeure has ceased to have an effect. 

10.5 The party invoking force majeure shall inform the other party within 5 days of the cessation of the force majeure. 

10.6 If the Seller invokes force majeure, the Buyer is entitled to purchase similar goods from other sources. In this event, the Buyer is released from the obligation to purchase the goods from the Seller. 

11. TERMINATION 

11.1 The Buyer may suspend the execution of the order for a period specified by the Buyer or withdraw fully or partly from the order without giving reasons, subject to a notice period of 14 days. In this event, the Buyer shall reimburse the Seller for all direct costs incurred by the Seller up to the date of suspension or termination, to a reasonable extent. 

11.2 If one party breaches any material terms of the order, the other party may, without further liability or obligation, withdraw from the order with immediate effect and demand that the breaching party reimburse all direct costs incurred in connection with the withdrawal, including any amounts paid in connection with the order. 

12. INSURANCE 

The Seller shall take out and maintain all insurance policies necessary to cover its liability in connection with the order. The Seller shall provide the Buyer with proof of this insurance. 

13. SUBCONTRACTORS 

The Seller is not entitled to subcontract any part of its obligations to third parties without the prior written consent of the Buyer. Consent may only be refused or delayed for good cause. Any subcontracting shall be at the Seller’s own expense and under the Seller's sole responsibility. The Seller shall be liable for all acts and omissions of its subcontractors and shall indemnify the Buyer against any loss or damage suffered by the Buyer as a result of the acts or omissions of the subcontractors. 

14. ASSIGNMENT 

Neither party shall be entitled to assign or transfer the rights and/or obligations arising from this order (including the right to receive payments) without the other party’s prior written consent. Consent may only be refused or delayed for good cause. 

15. PLACE OF JURISDICTION – APPLICABLE LAW 

15.1 The order and its interpretation shall be governed exclusively by the substantive law applicable at the Buyer’s place of business. The United Nations Convention on Contracts for the International Sale of Goods of 1980 (CISG) shall not apply. 

15.2 All disputes arising from or in connection with the order shall be settled by the competent courts at the Buyer’s place of business. However, the Buyer reserves the right to bring any dispute before the courts having jurisdiction over the goods, the Seller or its assets. 

16. COMPLIANCE WITH LAWS AND ARCELORMITTAL POLICIES 

16.1 Compliance with laws 

Each Party is obligated to comply with all applicable laws and is obligated to ensure that all directors, officers, employees, contractors, subcontractors, suppliers and agents (Personnel) comply with all applicable laws, including laws relating to corruption, money laundering, bribery, tax evasion, economic sanctions, the registration, evaluation, authorisation and restriction of chemicals (REACH), health and safety, and shall not engage in or cause to be engaged in any illegal or unlawful activities. 

16.2 Corruption 

Each party warrants that it has not (i) paid, (ii) agreed to pay, and (iii) will not pay any commissions, facilitation payments or incentives in connection with this order, either directly or through its employees or other entities acting on its behalf. 

16.3 Fraud 

Each party shall take all necessary measures in accordance with good industrial practice to prevent it or its personnel or the directors, officers, employees, contractors, subcontractors, suppliers or agents of its personnel from engaging in fraudulent conduct in connection with the order. 

16.4 Compliance with ArcelorMittal policies 

The Seller shall have consulted (i) the Health and Safety Policy; (ii) the Code of Conduct; (iii) the Anti-Corruption Policy; (iv) the Human Rights Policy; (v) ArcelorMittal’s Responsible Purchasing Policy (Policies), available on ArcelorMittal's website: http://corporate.arcelormittal.com. In performing its duties arising from the order and the resulting business activities, the Seller shall comply with the principles set out in the guidelines and to ensure that its personnel comply with these principles. 

16.5 Internal controls, retention of documents, rights of inspection 

16.5.1 The Seller shall maintain appropriate internal controls and procedures and ensure that its personnel maintain appropriate internal controls and procedures to ensure compliance with this clause 16, including procedures to accurately record and report all relevant transactions in its books and records. 

16.5.2 The Seller shall retain all records, invoices and information relating to the order (Records) for ten (10) years from the termination of this order and shall cause its personnel to retain all records, invoices and information relating to the order (Records) for ten (10) years from the termination of this order. The Seller must provide the Buyer with any original records upon request. The Buyer is entitled to make and retain copies of any records. 

16.5.3 The Buyer shall be entitled at any time during the term of the order and within ten (10) years after its termination to monitor and verify whether the Seller complies with this clause 16. During such monitoring or verification, the Seller is obliged (i) to grant the Buyer (or its authorised representatives) access to its premises and records (and those of its personnel) and (ii) to allow the Buyer (or its authorised representatives) to interview the Seller’s personnel if the Buyer so requests. The Seller shall implement any recommendations resulting from such monitoring or inspection within the period specified by the Buyer. 

16.6 Exemption by and risk of the Seller 

16.6.1 The Seller shall indemnify, defend and hold harmless the Buyer and its affiliated companies and their respective personnel from and against any and all liabilities, losses, damages, injuries, costs, expenses, actions, proceedings, claims, demands, fines and penalties arising out of the Seller's breach of its obligations, warranties and representations in this clause 16. 

16.6.2 Insofar as the Seller or its personnel must enter the Buyer's business premises, they do so at their own risk. 

16.7 Obligations of the Seller 

This clause 16 shall not limit or derogate from any statutory obligations to be complied with by the Seller or its personnel and/or the directors, officers, employees, contractors, subcontractors, suppliers or agents of its personnel.