General Terms and Conditions of Purchase Orders

(1) Introduction

The following General Terms and Conditions govern the procurement of products, Deliverables, and/or Services described in the accompanying Purchase Order, “Purchase Order.”

Each Purchase Order placed by the Buyer for Goods, Deliverables and/or Services is subject to these General purchase order terms and conditions and the specific terms of the applicable Purchase Order and is conditional upon Supplier’s agreement to such terms.

Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the Goods or Deliverables and/or performing the Services.

The following definitions apply to these General Purchase Order Terms and Conditions:

Buyer: Water Mission, it’s subsidiaries, and affiliates as indicated on the Purchase Order. The party contracting with the supplier for the purchase and sale of goods, deliverables, and/ or services.

Deliverable: Any deliverable or other output or result from Services that is referred to in a Purchase Order, and any related materials, data, documentation, and includes any Intellectual Property Rights developed by Supplier pursuant to such Purchase Order.

Goods: Goods that are required to be delivered by Supplier pursuant to a Purchase Order, and includes all materials, component parts, packaging and labelling of such goods.

Purchase Order: a document between the Buyer and Supplier for the purchase and sale of Goods, Deliverables and/or Services, to which these General Purchase Order Terms and Conditions are attached or are incorporated by reference.

Services: Any services to be provided by Supplier to Buyer pursuant to a Purchase Order.

Supplier: The party indicated on the purchase order that is contracting with the Buyer for the purchase and sale of goods, deliverables, and/or services.

(2) General Terms

Each Purchase Order placed by the Buyer for Goods, Deliverables and/or Services is subject to these purchase order terms and conditions and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the Goods or Deliverables and/or performing the Services.
Any terms and conditions used by the Supplier will only apply if the Buyer agreed to their applicability in writing, even if such terms and conditions are not inconsistent with the Buyer’s terms and conditions of purchase order.
The Buyer is entitled to rescind any respective contract if the Supplier disagrees with these terms and conditions of purchase.
Under existing contracts, any alteration of the Buyer’s terms and conditions of purchase orders will be made known to the Supplier in writing. They are deemed accepted, unless the Supplier disagrees in writing. The Buyer will separately advise the Supplier of this consequence when making such modification known to it. Any such disagreement must be received by the Buyer within one month of the date on which the Supplier has received the Buyer’s notice of any such modification.
The language of any respective contract is English unless agreed otherwise.

(3) Order

Purchase orders are only made in writing. The written requirement is also met if an order is placed by means of remote data transmission. Orders placed by word of mouth or by telephone will only have effect through the Buyer’s written acknowledgment. No modification of any specifications originally made by the Buyer will be effective unless confirmed by the Buyer in writing.
If the Supplier fails to express its disagreement with any respective purchase order within 5 days, then that purchase order is deemed to have been accepted.
The Buyer may require changes to the construction and design of any respective delivery item to the extent the Supplier can reasonably be expected to comply with such a request. The effects thereof, particularly regarding cost increases or decreases and to delivery dates, shall be arranged amicably and reasonably.

(4) Prices

Unless separately agreed and transmitted in writing, the agreed prices apply inclusive of packaging, freight, transport insurance until place of use or place of performance. Any sales tax and customs duty will be charged separately.

(5) Payments

Unless separately agreed, the Buyer’s payments are, at the Buyer’s choice, made either by bank transfer or by check, possibly in combination with a draft by which the check is refinanced. The Buyer can make payments to foreign countries either in euros or in the respective foreign currency.
Payment is made within 30 days following the reception of the goods, deliverable, or service unless other agreement is made and transmitted in writing.

(6) Invoices , Delivery Notes, Dispatch Notes

All invoices, dispatch notes, waybills, test certifications, delivery notes, packing list, etc., shall always include the Water Mission Purchase Order number, part number, and quantity. The remaining outstanding quantity shall be specified in any case of agreed upon partial shipments. In any case of a drop shipment delivery, the Buyer must be notified hereof by a dispatch note.

(7) Packaging and Shipping

All goods must be suitably packed and prepared for shipment to secure lowest transportation rates and comply with carrier regulations.
Packaging must be appropriately selected to ensure quality and prevent damage to the goods.
Where available, a tracking number shall be provided when the purchase order has shipped.

(8) Delivery

The delivery date is the date by which the goods, deliverables, or performance of services with be met according to the purchase order.
The delivery date shall be communicated by the Supplier in advance of delivery. Any delivery shall itself be accompanied by a delivery note and packing list (in duplicate).
The Supplier knows that delayed deliveries may result in production downtimes at the Buyer’s facilities or delays in project timelines.
Whenever the Supplier realizes that agreed upon dates cannot be met, it shall give notice to the Buyer without delay. The Supplier shall also subject its sub-Suppliers to an equivalent obligation. In any case of delayed deliveries and delayed services by sub-Suppliers, the Supplier will procure the required goods and services otherwise without culpable delay to meet the delivery dates and deadlines agreed upon with the Buyer.
The Buyer does only accept partial deliveries after an explicit agreement to that effect.
The Buyer has the right to refuse taking delivery of the goods in any case of force majeure, upon the occurrence of disruptions of business operations, strikes and lockouts, civil commotions, and in the event of government agency orders, provided the Buyer is not responsible for the hindering obstacle.
If the abovementioned hindering obstacles subsist for a period of more than one month, then the Buyer has a right to rescind the respective contract and to demand repayment of any payment already made. If partial deliveries have already been made or if the Buyer has an interest in keeping any partial deliveries made, then the consequences of any such rescission are limited to the partial deliveries that have not yet been made

(9) Passing of Risk

Regardless of the legal classification of the Supplier’s delivery and shipment obligations, and even in cases of force majeure, the risk of accidental destruction or deterioration of the goods delivered to the Buyer will not pass to the Buyer until the goods arrive at the agreed upon place of delivery.

(10) Passing on of the Order

The Supplier shall neither pass on any order to any third party without the Buyer’s written agreement nor call in any sub-Supplier that has not been approved by the Buyer.

(11) Retention of Title

The Buyer will not accept any retention of title claimed by the Supplier unless the claim is made for a basic retention of title. Extended or expanded retentions of title have no effect.

(12) Quality Assurance

The Supplier shall maintain a quality management system (QMS) to ensure all products delivered conform to the drawings, specifications, and requirements. The preferred QMS is according to ISO 9001. The Supplier shall provide the Buyer with evidence of its quality assurance measures, certificates and any audits, this shall particularly apply in any case of defective performance and product liability damages.
If the Supplier purchases pre-deliveries from sub-Suppliers, then it shall include them into its quality management system.
The Supplier shall obtain written approval to ship non-conforming product prior to shipment. Discrepant material shipped without prior approval shall be rejected and returned to the Supplier.

(13) Warranty

The Supplier is liable, without any limitation, for any defect of any delivery as provided by the statutory provisions. The goods to be delivered must comply with the descriptive documents any respective order is based upon including, product specification, requirement specification, drawings, samples, and technical documentations.
The Buyer’s obligation to examine the goods and to open the Supplier’s packaging is limited to performing spot checks, and even this limited obligation applies only when the Buyer has not agreed upon otherwise with the Supplier. All defects that cannot be identified by inspecting the packaging or by performing spot checks are treated as hidden defects.
Any defect notice is given on time when communicated in writing by the Buyer within 10 days from the reception of the goods; if the defects are hidden, such defect notice is given on time when communicated in writing by us within 10 days from their detection.
If there are any tangible signs of defective deliveries, then the Buyer is authorized to examine the goods or have them examined by a technical testing agency as to their fitness at the Supplier’s expense.
No acceptance and processing of any goods that are defective or suspected to be defective bars any warranty claims against the Supplier if the Buyer informs the Supplier in writing that the Buyer is compelled to process the goods for the time being to meet the Buyer’s own obligations and to avoid larger damages.
If the Buyer incurs expenses through increased installation expenditures or repair and improvement work while processing the goods, then the Supplier will reimburse the Buyer these expenses when proof hereof is furnished.
In any case of defective performance, the Buyer may claim for repair or replacement.
Replaced or repaired products shall be identified as such when being delivered.
If the repair or replacement is not performed within five days from written demand hereof being made, then the Buyer is entitled to either have the defects remedied by third parties at the Supplier’s expense, or to procure a replacement otherwise at the Supplier’s expense, or to claim for the statutory warranty claims.
If the same goods are repeatedly delivered in a defective state, the Buyer may, upon receipt of yet another defective delivery, rescind the respective contract also with respect to the not yet performed extent of the delivery or recover for the damages incurred through the non-performance after having sent a written dunning notice including the warning to terminate the entire contract. This does not apply to the extent the Supplier proves that it is not at fault therefor.
Should the Buyer be exposed to any claims due to any violation of governmental safety regulations or based on strict liability under any domestic or foreign statute (product liability) the Supplier shall indemnify the Buyer against any such claims at the Buyer’s first demand. The cost of any measures apparently required to avert any risk of becoming subject to any liability at a later point in time, including without limitation the cost of a campaign to recall the Buyer’s products, shall be borne by the Supplier. The foregoing applies accordingly when the Supplier is obligated to perform any development work or other services.

(14) Copyrights, Inventor Rights, Secrecy

The Supplier warrants that no copyrights or industrial property rights of any third party are infringed upon by the goods or services it delivers. Should the Buyer nevertheless be made liable by any third party, then the Supplier shall indemnify the Buyer upon the Buyer’s first demand.
The Supplier shall treat confidential all documents and information received from the Buyer, and such documents and information shall only be made accessible to any third party with the Buyer’s explicit written approval.
The samples, models, drawings, blueprints, etc., sent by the Buyer to the Supplier shall not be made accessible to any third party. They shall be sent back to the Buyer as soon as they are no longer required to perform the deliveries.

(15) Tools, Materials

Any tools, jigs, gauges made available to the Supplier remain the Buyer’s property and shall be clearly identified by the Supplier as Water Mission property.
Tools, jigs, gauges for the manufacture of Water Mission products are the Buyer’s property and shall be identified as Water Mission property even if made by the Supplier itself or on the Supplier’s behalf.
The Supplier shall insure tools, jigs, and gauges against fire and theft for the Buyer’s benefit based on their respective replacement value and furnish the Buyer with proof of the existence of the insurance. The Supplier shall service and maintain any such tools at its own expense, unless negotiated separately on a regular basis. When returned, any such tools must be in a flawless technical and optical condition. Any repair expense shall be borne by the Supplier.
Upon the expiration of any respective contract, the Supplier shall return any such tools to us without having any right to withhold the return of any such tools.
If the Buyer makes any materials available to the Supplier, then it shall insure such materials based on their original value.
Should proof of sufficient insurance coverage failed to be furnished in any of the above-mentioned cases, then the Buyer is authorized to buy insurance for the tools and materials at the Supplier’s expense.

(16) Compliance with Laws; Buyer Policies

Terrorism Screening and Anti-Terrorism Policy: Supplier confirms adherence with applicable laws and regulations specific to terrorism, terrorism finance, and global sanctions list.
Code of Conduct Policy: Supplier confirms adherence to the Buyers’s Code of Conduct Policy. This Code of Conduct provides a set of principles and behaviours in everyday conduct of business, ensuring internationally recognized procurement, ethics, and good business practices are followed.
Occupation, Safety and Health and Labour Policy: The Supplier shall be subject to the Occupation, Safety and Health Regulations and labour regulations in force according to applicable law.
Conflict of Interest Policy: Supplier confirms that they have no relationship, business affiliation, involvement, association, position, financial interest, and have not given or received any gift loan, or engage in any other transaction with Water Mission, it’s staff, or representatives requiring disclosure under the Buyers’s Vendor Declaration Conflict of Interest Policy.
Prevention of Sexual Exploitation and Abuse (PSEA) Policy: Supplier confirms adherence to the Buyer’s Prevention of Sexual Exploitation and Abuse policy, standards, and procedures regarding the protection of children, women, young people, and adults from abuse, exploitation, and neglect. It is mutually agreed that the Buyer will terminate this contract if the Supplier is found to violate any of the PSEA standards. As part of the general terms and conditions acceptance, the Supplier acknowledges receipt of and accept to comply with the Company’s Prevention of Sexual Exploitation and Abuse Policy and Procedures.

(17) Place of performance, place of venue and miscellaneous

The place of performance is at the shipment address desired by the Buyer unless agreement has been made otherwise.
The applicable country to Buyers’s registration is the place of venue for all disputes arising from any respective agreement.
Should any one clause of these provisions be entirely or partially invalid, then the validity of the remaining clauses is not affected hereby. Then, the parties shall replace the invalid clause by a valid clause financially complying with their respective intention to the highest possible degree.