General Purchasing Terms and Conditions
1.1. These Purchasing Terms and Conditions are exclusively valid for this
order. Any deviation from these terms and conditions can be made only
in the order or in a written agreement between the parties. The
Business Terms and Conditions of the Seller do not apply to this order;
refusal of these Purchasing Terms and Conditions by the Seller make
the order of Siemens Engineering a.s. invalid.
1.2. The order drawn up by Siemens Engineering a.s. is obligatory only if
sent to the Seller in writing (i.e. in writing, by fax, e-mail or EDI –
Electronic Data Interchange).
1.3. The Seller must confirm the order to Siemens Engineering a.s. in writing
within five days from the date of delivery, otherwise it is considered not
received. Siemens Engineering a.s. reserves the right to cancel the
order at any time prior to receiving confirmation.
1.4. Changes made to the order by the Seller are valid only if confirmed by
Siemens Engineering a.s. in writing.
2. Delivery Terms and Conditions
2.1. The Seller shall deliver goods on the date of delivery or within the lead
time to the place of delivery specified in the order. The lead time starts
on the date of the order issue. The goods shall be delivered on a
business day from 8:00 a.m. to 5:00 p.m. unless agreed otherwise.
2.2. Goods delivery delay results in cancellation of a purchase contract,
unless Siemens Engineering a.s. extends the date of delivery or the
lead time in writing. Partial performance is possible only after a written
agreement of Siemens Engineering a.s.
2.3. Early performance is possible only with the consent of Siemens
Engineering a.s. All legal consequences in all cases adhere to the
agreed date (term of payment, guarantee, risk transfer etc.).
2.4. The Seller shall deliver the goods with paid expenses to the place of
delivery at own cost and risk (in the Czech Republic the transport
charges are paid and if shipped from abroad – DDP according to
INCOTERMS 2000). Cash on deliveries shall not be accepted.
2.5. The goods must correspond to the general and special laws and
regulations valid in the Czech Republic, e.g. Act on Protection of
Employees, Act on Environmental Protection and also applying to
accident prevention especially to electrotechnical safety regulations,
ČSN (Czech Standards) and DIN (German Institute for Standardisation)
as well as European Standards (EN). In particular it is always necessary
to provide the latest valid technical version. The Seller undertakes to
also adhere to dangerous goods shipping regulations and hazardous
waste regulations as well as special storage and operation regulations
and to inform Siemens Engineering a.s. in time.
2.6. The Seller shall pack, label and prepare the goods for shipment in the
standard manner and according to legal regulations of the Czech
Republic. The Seller is obliged to remove and dispose the packaging at
its own expenses and according to relevant legal regulations.
2.7. The Seller shall enclose a certificate of delivery to the consignment,
including all data from the order such as the order number, numbers of
parts, goods identification, order item and number of customs and
goods if delivered from European Union countries.
2.8. When delivering technical equipment and appliances it is necessary to
train operators and maintenance personnel of Siemens Engineering
a.s., eventually customer’s personnel, free of charge. It is further
necessary to provide assembly plans (including all connections,
possible construction necessities etc.), data sheets, assembly
instruction manual, processing, storage, operating and maintenance
instructions, lists of spare parts and the parts liable to wear and tear, CE
conformity declaration, respectively notice of specialities of the subject
matter of delivery. Descriptions must be provided in the Czech language
(also for deliveries from abroad). Regulations and operating instructions
must be provided in two copies in the Czech language and by request of
Siemens Engineering a.s. also in other languages.
3. Price of goods, terms of payment
3.1. The price is fixed, including all costs free of VAT with payment within 90
days after receipt of an invoice. The Seller shall provide a 3% discount if
paid within 45 days after receipt of the invoice.
3.2. The invoice maturity is observed provided that Siemens Engineering
a.s. presents a credit transfer or pays cash. The place of payment
delivery is the registered office of Siemens Engineering a.s.
3.3. The invoice must contain all data defined by law for a tax certificate,
order number, all information on the goods as itemised in the order
(amount, weight, number of pieces), including an appropriate price and
total price of goods in their full amount and after any discount (3.1.),
otherwise Siemens Engineering a.s. is entitled to return the invoice. The
Seller shall send the invoice in two copies to the address of Siemens
Engineering a.s. stated in the order.
3.4. Should Siemens Engineering a.s. be in delay with payment, it shall pay
to the Seller a delay charge of 0.03% from the unpaid sum for every day
4. Defects of goods, quality guarantee
4.1. The Seller provides a guarantee for the quality of the goods of at least
three years (or longer if the law or contract so requires). The Seller is
responsible for the design, structure, expediency and technique of
goods production to meet the latest science and technology and that
only convenient and first class material is used, and that the subject
matter of the order is suitable for the purpose of use.
4.2. Siemens Engineering a.s. is entitled to complain of any defects of the
goods at any time during the guarantee period and can select the form
of claim resulting from a detected goods defect.
4.3. The Seller is responsible for making sure the goods have no legal
defects. Should foreign laws be infringed in connection with the ordered
goods, the Seller is obliged to take all the necessary steps to ensure
that Siemens Engineering a.s. is not sued or does not suffer a loss. The
Seller shall pay for any possible loss.
4.4. The guarantee period starts by acceptance of the goods by Siemens
Engineering a.s., the customer. Once the claimed defects are rectified a
new guarantee period shall apply to the claimed defects. Should a
dispute occur between the parties, whether the defect occurs within the
guarantee period or not, the Seller undertakes to rectify the existing
defect temporarily at its own expense until such time when it is
explained whether the defect is subject to the guarantee or not.
5. Penalties, contract termination
5.1. Should the Seller be in delay with execution of the contract, it is obliged
to pay a penalty of 0.5% from the price of goods for every day of delay.
Payment of the penalty does not affect the right to compensation which
is paid individually and independently of the penalty.
5.2. The Seller is obliged to adopt all actions to prevent a loss occurrence
and to inform Siemens Engineering a.s. in writing about the imminent
danger. The Seller is fully responsible for all losses incurred by the
Seller directly or indirectly in connection with the goods and its use.
5.3. Should there be a risk of bankruptcy or should a court decide to issue a
bankruptcy order on the Seller or should the bankruptcy decision be
rejected due to the Seller’s lack of assets or shall the Supplier go
bankrupt or shall the proprietary structure of the Seller change, Siemens
Engineering a.s. is entitled to rescind the contract. In such a case the
legal consequences apply in like manner as in the event of rescission of
a contract due to fundamental breach.
6. Reservation of title, transfer of title
6.1. All deliveries of the Seller must be provided without the reservation of
title or titles of third parties. Such a reservation of a title is null and void
even without the express objection of Siemens Engineering a.s.
6.2. Receivables of the Seller for Siemens Engineering a.s. in terms of this
contract relation may be assigned only with an express previous written
consent of Siemens Engineering a.s.
6.3. The Seller must not transfer its contractual rights and duties to third
parties without the express consent of Siemens Engineering a.s.
7. General provisions
7.1. The Seller is obliged to inform of a change of address immediately and
in the form of a registered letter. Any declarations sent to the old
address are considered to be valid until the notice of the new address,
7.2. Should any provision of this contract be or become ineffective or should
the contract be incomplete, the remaining content shall remain
unaffected. The ineffective provision shall be replaced with such a
provision that comes closest to the sense of the ineffective one in legal
and effective terms. Any loopholes in the contract shall be filled in like
7.3. All disputes arising on the basis of this contract shall be decided at the
court of local jurisdiction in Prague 4.
7.4. These General Purchasing Terms and Conditions apply mutatis
mutandis to the legal relations which are governed by the arrangement
applying to a contract for work (Section 536 to 565 of the Commercial
Code). In such a case the seller in the text of the order as well as in
these General Purchasing Terms and Conditions shall be deemed to be
7.5. This contract shall be governed solely by the law of the Czech Republic.
The application of OSN conventions regarding contracts for international
purchase of goods is excluded.
7.6. Contract performance on the part of Siemens Engineering a.s. comes
with the reservation that no barriers based on national or international
trade regulations and/or on the basis of embargoes (or other sanctions)
shall occur. Siemens Engineering a.s. is not obliged to pay the loss
8. Special provisions
8.1. The Seller undertakes to meet the principles and requirements of the
“Code of Conduct for Siemens Suppliers” in Annex No. 2 (hereinafter
referred to as the “Code of Conduct”),
8.2. The Seller is obliged to provide Siemens Engineering a.s. with i)
information written on a form of Siemens Engineering a.s. or ii) a written
report describing the actions taken or to be taken by the Seller to secure
requirements stated in the Code of Conduct once a year at most in
accordance with its own judgement and by the request of Siemens
Engineering a.s., which shall be agreed by Siemens Engineering a.s.
8.3. Siemens Engineering a.s. and its representative and/or an authorised
third party accepted by the Seller are entitled (but not obliged) to check
adherence to duties defined in the “Code of Conduct by the Seller,
including in the Seller’s premises. The inspection can be carried out
only on the basis of a previous written notice on part of Siemens
Engineering a.s. during normal working hours and according to valid
legal measures for data protection. This inspection must not
inadequately limit the Seller’s business activities or disturb the Seller’s
contractual obligations related to information confidentiality towards third
parties. The Seller undertakes to provide adequate cooperation during
the inspection. Each party pays its own costs spent in connection with
8.4. Regardless of other rights pertaining to Siemens Engineering a.s. under
this contract and without responsibility to the Seller, Siemens
Engineering a.s. is entitled to rescind the contract in writing and/or
cancel the order based on this contract with the validity as stated in a
letter, if the Seller i) fundamentally breaches the rules resulting from the
“Code of Conduct” or ii) inadequately obstructs an audit as performed
under paragraph 8.3.
8.5. Fundamental breach of the Code of Conduct is especially child labour,
corrupt practices, bribing and breaching of the requirements of the
environmental protection policy as part of the Code of Conduct.
Siemens Engineering a.s. is entitled to rescind the contract after a vain
expiry of the additional period provided to the Seller for rectifying cases
of a breach of the Code of Conduct. The previous sentence is not
applied to cases of malicious breach of the Code of Conduct related to
child labour and/or breach of the environmental protection requirements.
9. Export control and foreign trade data
9.1. In relation to the delivered products and provided services the Seller is
obliged to adhere to all applicable provisions of appropriate national
legal regulations and international law related to export control, customs
or related taxes and charges and the international trade law (hereinafter
referred to in summarised form as “INTERNATIONAL TRADE LAW”).
The Seller is also obliged to provide the necessary export licenses or
permits, unless Siemens Engineering a.s. or a third party, not the Seller,
is obliged to apply for these licenses or permits according to applicable
provision of the INTERNATIONAL TRADE LAW.
9.2. The Seller is obliged to immediately, however by the settlement date at
the latest, provide Siemens Engineering a.s. in writing with all data and
information necessary for Siemens Engineering a.s. to be able to
adhere to all applicable provisions of the INTERNATIONAL TRADE
LAW that can relate to export, import or (in case of further sale) reexport
of appropriate products or services. For every product or service the
Seller is obliged to provide Siemens Engineering a.s. especially with:
− “Export Control Classification Number” according to “U.S.
Commerce Control List” (ECCN) in case the goods are
subject to “U.S. Export Administration Regulations”;
− all export numbers, especially all AL numbers according to
Community Regulations in case the goods are listed in Annex
No. 1 of EC Council Regulation No. 1183/2007;
− statistical goods number according to the valid goods
classification of international trade statistics and harmonized
− information on the country of origin (in case of non-preference
− declaration of the Seller regarding the preference origin of
goods (in case of European sellers) or preference certificate
(in case of non-European sellers) if requested by Siemens
(hereinafter referred to in summarised form as “DATA”)
9.3. Should there be any changes made to the origin or properties of
products or services and/or changes to applicable provisions of the
INTERNATIONAL TRADE LAW, the Seller is obliged to immediately,
however at the latest within the settlement date, update DATA and to
provide these DATA to Siemens Engineering a.s. in writing. The Seller
undertakes to pay Siemens Engineering a.s. all costs or other loss that
would occur due to incompleteness or incorrectness of the provided
In Prague on 15 September 2008