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Doc. No.

: 504356131
TECHNICAL DELIVERY RULE Page: 1 of 10
Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

Unless otherwise agreed in writing and signed by both Buyer and Seller (hereafter collectively
“Parties”), the following terms and conditions shall apply exclusively to inquiries and purchase orders
of ANDRITZ AB (hereinafter referred to as “Buyer”). Buyer shall not be bound by any of Seller's terms
and conditions. Seller is obliged to collect sufficient information on all details concerning the object of
inquiry or supply.

1 Award of Order

1.1 Orders shall only be legally binding on Buyer if issued in writing on Buyer’s purchase orders and duly
signed by Buyer’s representative.

1.2 Verbal and telephone orders shall not be valid.

1.3 Variations and amendments to orders must be documented in writing between the Parties.

2 Order Confirmation

2.1 Seller must confirm its acceptance of the purchase order in writing immediately after receipt of the
written purchase order form from Buyer The seller must sign the purchase order and return it signed to
the Buyer.

2.2 The country of origin must be confirmed by the Seller in the order confirmation

2.3 The order is also deemed to be unconditionally accepted if Seller has commenced the
performance of the order at any time after receipt of the written purchase order form from
Buyer.

3 Prices

3.1 The prices are fixed and shall apply for the goods (including documentation and packing)
delivered according to the agreed delivery term (as defined in Incoterms 2010). VAT, sales tax, goods
and services tax and all other similar indirect taxes are excluded.

3.2 The goods are to be properly packed in perfect condition for transport, using environmentally friendly,
recyclable material and meeting the requirements of ISPM 15-standard. Packing material will be
returned at Seller's request, cost and risk. ANDRITZ’s packing and marking instructions shall be
applied.

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
Doc. No.: 504356131
TECHNICAL DELIVERY RULE Page: 2 of 10
Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

4 Delivery Date

The delivery time is bound on the applicable delivery term (Incoterms 2010).
4.1 The stipulated delivery date is binding on the Seller, and must be strictly observed; otherwise Buyer
shall be entitled at its discretion either to insist on delivery and to claim damages for delayed delivery,
or to claim damages for non-performance of the order and to terminate the contract with immediate
effect. Goods may be delivered before the stipulated date only with Buyer’s prior written consent.

4.2 Buyer shall be entitled to charge Seller a penalty in the amount of (a) 1% of the total purchase order
price for goods, and (b) 0.5% of the purchase order price for documentation for each week or part
thereof delivery is delayed. This penalty shall not preclude a claim for possible further damages in
case of a delay in delivery, nor does it require that actual damages would have been incurred by the
Buyer Buyer shall not be obliged to draw Seller's attention to a possible delay in delivery. Acceptance
of or payment by Buyer for all or parts of the goods or services supplied by Seller shall not constitute
any waiver of Buyer’s right to claim and recover any penalty payment due from Seller.

4.3 Should it become impossible to meet the delivery date due to force majeure or supplementary
instructions issued by Buyer, Seller must notify Buyer in writing of the particular circumstances within
72 hours of Seller’s knowledge thereof. Failure to fulfil this obligation by Seller shall operate as a
waiver for any requests to extend the delivery date based on such circumstances and/or as a waiver
to demand costs to be compensated. If a justified claim is made to extend the delivery date based
upon force majeure, the new date of delivery must be documented in writing by both Parties. The
provisions of this Section 4 shall apply to any such new delivery date.

4.4 “Force majeure” shall mean such inevitable circumstances, whether foreseeable or not, at the time of
signing the contract, could not have been prevented or controlled by such party, and which prevent
such party from fulfilling its contractual obligations entirely or in part. Without limitation, all forms of war
and natural disaster shall be considered circumstances of force majeure. Local strikes, manufacturing
defects, casting rejects, bottlenecks in manufacturing and procurement and delayed deliveries from
sub-suppliers are not considered circumstances of force majeure.

4.5 The Seller shall, within 10 calendar days after the issuance of the Contract, submit to the Buyer a time
schedule showing key dates for planning, design, purchasing, manufacturing and testing.

5 Dispatch Regulations

5.1 The Seller shall load, stow and pack the goods in a responsible and expert manner in line with the
delivery term and the following stipulations for transport and handling.

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

5.2 The dispatch instructions issued by Buyer must be strictly observed; any damage or resulting costs
attributable to dispatch regulations or conditions not being observed (e.g. extra freight, demurrage,
customs duties, etc.) shall be borne exclusively by the Seller.

5.3 The dispatch note must be sent to Buyer immediately on departure of each consignment. A packing
slip and dispatch note are to be packed with the consignment itself. At least the following information
must be indicated on the dispatch note and on the package: (i) Buyer’s complete order number and
item number, (ii) contents, (iii) consecutive number of the package, (iv) usual markings, (v) gross and
net weights as well as dimensions of the package. All labelling requirements applicable to the
shipment must be observed.

5.4 In case of a consignment with over-dimensional size, the Seller must inform the Buyer of the shipment
in details (packaging, dimensions and weights) at least 6 weeks in advance of the dispatch.

5.5 If dispatch documents are not issued according to these terms and conditions and other requirements
of the order, Buyer shall be entitled to return the consignment at Seller’s expense and to get all
additional costs compensated.

5.6 At the request of the Buyer the Seller shall store the object of the contract for a minimum of 6 months
from the delivery date originally agreed without the Seller thus incurring any costs or risks whatsoever.
The deadline for payment shall be the delivery date originally fixed. Payment shall be conditional on a
check of the execution, completeness, etc., transfer of ownership and a designation of the object of
contract as property of the Buyer.

6 Rejected and Non-Conforming Goods

6.1 In the case of rejected or non-conforming goods, which will be returned at the expense and risk of
Seller, Buyer reserves the right either to insist on a replacement supply or to terminate the order and
recover any payments already made to Buyer for the rejected items, if any. Transportation for the
replacement goods and for the return of non-conforming goods shall be at the expense and risk of the
Seller.

6.2 Seller shall fully reimburse Buyer for any damage or loss resulting from the above.

7 Quality Assurance

7.1 All the fabrication shall be performed in good workmanship, according to international standards and
follow the specifications on delivery lists, drawings and specifications.

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

7.2 All material shall be new and follow the composition and mechanical properties for the stated standard
in drawings. If the Seller wants to use material not according to contract specification, due to
standards in Seller’s country, easier manufacturing, etc., the replacing material must be specified and
addressed to the Buyer. The Buyer then approves or denies the use of the replacing material.
Changes in material due to the Sellers request and which increase the weight and/or material losses
should not be counted as additional cost since these changes are the choice of the Seller.

7.3 The Buyer or any agent representing him shall have the right to attend the works inspections in the
Seller's works, which the Seller is to conduct applying the methods normally used and in accordance
with the existing regulations. If as a result of such control the Buyer should be of the opinion that any
material or part of the scope is defective he shall inform the Seller and state his objections and the
reason therefore. The objections shall be stated in writing and attested by the Seller. The Seller shall
without delay and on his own account repair, adjust or replace the defective material or parts
appearing on such control. Thereafter, if the Buyer so requires, the inspection shall be repeated. Any
repeated inspections, necessary due to a fault of the Seller, shall be charged to his account. The
presence of the Buyer or his representative and his remarks and/or his assent does not release the
Seller from his obligations.

7.4 The Seller shall inspect the equipment and sign all inspection protocols, test records, works inspection
certificates and certificates of conformity as specified in contract at his expenses. If not otherwise
mentioned, this inspection should be carried out in accordance with the mentioned Inspection
protocols and requirements. If no Inspections protocols are mentioned from Buyer, Seller shall provide
an Inspection protocol where quality inspections and requirements are defined.
Inspection protocol must be approved by buyer.

Documentation according to above shall be sent to:


ANDRITZ AB
Please observe the entity, within ANDRITZ AB, which issued the Purchase order in order to
send the documentation to the right address!
If not otherwise mentioned, reference on documentation shall be made to Purchase Order
number.

8 Acceptance
8.1 Acceptance of the goods shall not take place until an inspection and check has been conducted by
Buyer on the work site, even if arrival of the goods has been confirmed by Buyer or the invoice has
been paid. Accordingly, Buyer reserves the right to give notification of defects in the goods at a later
date.

8.2 If the supply does not comply with the terms agreed, the conditions customary in the trade or with
applicable safety regulations, Buyer shall be entitled to terminate the order effective immediately and
to procure replacement goods at the expense of Seller.
Revision Date Created by Released/Reviewed Kind of Changes
- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

8.3 If inspections by Buyer are foreseen or specified as part of the order, the cost of such inspections shall
be borne by Seller except for Buyer’s and any third party’s personal expenses. If these inspections
have to be repeated for reasons attributable to Seller, all costs of these additional inspections shall be
borne by Seller.

9 Guarantee

9.1 Seller guarantees that the design and manufacture of the goods supplied are correct and in
accordance with the latest technology as well as with their intended application. Seller further
guarantees the quality of the goods, including their design, materials and workmanship, and that the
goods are new, free from defects and suitable for continuous operation under the local climatic
conditions of the project for a period of two (2) year’s operation (also for shift operations). In the event
any defects arise within this period, at Buyer’s option, Seller shall either (i) at the installation site,
replace all parts which become unusable, defective or damaged free of charge (including dismantling
and re-installation costs), without delay and at Seller’s risk, or (ii) compensate Buyer for any damage
or loss resulting from the goods being unusable, defective or damaged. In urgent cases Buyer shall be
entitled to carry out repairs or to replace the goods itself or to arrange for a third party to do so at the
expense of Seller. If the goods are exchanged or repaired, a new further full guarantee period
commences with start-up of the repaired or replaced parts.

9.2 Seller undertakes to provide spare and wear parts for a period of 10 years after delivery at market
prices and customary delivery times and delivery terms.

10 Cancellation and Suspension

10.1 Buyer is entitled to cancel the entire contract or parts thereof for convenience, with advance written
notice to the Seller. In such an event Buyer shall be obliged to pay Seller the contract price in
proportion to the supplies and services already rendered and accepted and to refund proven direct
costs for that portion, as well as for other costs reasonably incurred as a result of the cancellation,
such as charges for cancellation of orders placed with sub-contractors. However not cost for material
that can be used for other projects by Seller, unless Buyer is requesting the material, which in that
case shall be turned over to Buyer immediately. Upon receiving notification of Buyer’s cancellation,
Seller shall be obliged to make every effort to keep the costs to be refunded by Buyer as low as
possible. All and any additional claims arising out of or in connection with a cancellation are excluded
in the event of the Buyer’s complete termination of the order, the Seller must refund to the Buyer any
amounts already paid for services and/or supplies not yet fulfilled. For Contracts with a total value
above SEK 3.000.000 or equivalent in other currencies the Seller must submit a ‘cost build-up
forecast’ showing contract-specific cost. Time scale should be monthly. The Buyer must approve this
cost build-up forecast.

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

10.2 Buyer is entitled to terminate the order for default effective immediately if Seller becomes insolvent or
is declared bankrupt or otherwise makes any kind of assignment in favour of its creditors. Additionally,
in the event Seller is in default of any of its obligations under this order and fails to cure such default
within 10 days after Buyer’s notice, Buyer shall be entitled to terminate the order for breach effective
immediately. If the order is terminated in part of in full, Seller shall, at Buyer’s request, turn over to
Buyer all materials procured for the order and all partially manufactured goods, and shall assign to
Buyer all subcontracts entered into for purposes of this order.

10.3 Buyer is entitled to demand at any time that Seller suspends further processing of the order. In such
case Seller must notify Buyer of the possible consequences thereof, including any resulting delay or
additional costs. Seller is entitled to compensation of costs only if the suspension exceeds three (3)
months.

11 Invoicing
11.1 All invoices are to be addressed according to the instructions. Invoicing instructions provided by the
Buyer shall be strictly followed by the Seller.

11.2 Apart from the order and item number, all order and dispatch data must be indicated on the invoice.
For services, the relevant documentation of work performed must be attached to the invoices (i.e. time
sheets). Not more than one order shall be included in one single invoice. Buyer may return any
invoices that do not conform to these requirements. In such case, no invoice shall be considered to
have been submitted until a corrected invoice is presented. Buyers invoicing instructions shall be
followed.

11.3 Buyer is entitled to change the delivery address and/or invoicing information like VAT ID until goods
are delivered or services are performed.

12 Payment
12.1 Unless otherwise agreed, payments shall be made net 60 days after delivery, incl. documentation, and
receipt of an acceptable original invoice. Should Buyer discover and notify Seller of a defect in the
supply, payment will not be due until the defect has been satisfactorily remedied. If the agreed
documents or certificates are not available on the date for payment, the delivery shall be regarded as
not fulfilled and payment will not be made until the outstanding documentation has been presented.

12.2 Seller agrees that Buyer may offset claims and obligations of all kinds between the parties against
amounts due under this order.

12.3 Assignment of claims and reservation of titles shall not be made by Seller without Buyer’s prior written
consent.

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

12.4 If a partial payment is made by Buyer, Seller undertakes to use this money for payment to third parties
for the materials required for manufacture of the goods. Risk of loss shall remain with the Seller and
shall pass to the Buyer as provided for herein.

12.5 Transfer of Title

The title to each part of the Equipment and to all raw materials intended therefor shall pass to the
Buyer as soon as such parts or raw materials have been separated at the works of the Seller or any of
its subcontractors to be dispatched to the Site, used in the manufacture of the Equipment, or paid by
the Buyer, whichever comes first. The Seller undertakes to always store the raw materials intended for
the Equipment as well as the finished Equipment and any portions thereof separated from any other
equipment, raw materials and parts, and to conspicuously mark such raw materials and Equipment so
that same can always be identified as being the property of the Buyer.

The Seller shall see to it that all its subcontractors store and mark the raw materials, parts and
Equipment as stated hereinbefore.

The Seller shall bear any risk connected with the Scope of Supply and accordingly be liable for any
damage sustained by it up to and including the Delivery Point.

13 Order Documentation

13.1 The information contained in Buyer’s inquiries or orders, the enclosed drawings and drafts as well as
samples and other expedients remain Buyer’s property and may not be used elsewhere without
Buyer’s written consent. Such documents must be returned with the offers or after the order has been
executed without any special demand having to be made by Buyer. All drawings, calculations and
other, especially technical, documentation to be supplied by Seller shall become Buyer’s property and
Seller may not use them for any other purpose than the execution of the order. Buyer’s order may only
be used for sales and marketing purposes, including specialized publications, if Buyer gives prior
written consent thereto. In the event Seller provides a considerable portion of the components for an
entire plant or mill, Seller is not entitled to name this plant as its reference. The order and all
information, documentation, etc., pertaining to this plant or mill must be treated in confidence as
Buyer’s trade secret and must not be passed on to third parties. Seller shall be liable for all damages
and costs resulting from a breach of this provision.

13.2 Annexes are an integral part of the order. In case of discrepancies between the documents they shall
apply in the following order:

1 The purchase order


2 Special technical and/or commercial conditions and their attachments
3 General Purchasing Terms for ANDRITZ AB
4 Technical appendices and documentation

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

This contract shall constitute the entire and complete agreement between Buyer and Seller with
respect to all matters contained herein and they supersede all previous drafts, inquiries, offers,
correspondence and the like between the Parties with respect to the subject matters hereof.

14 Hold Harmless Clause, Limitation of Liability


14.1 All work hereunder shall be performed by Seller as an independent seller, maintaining complete
control over Seller's personnel and method of operations, and not as an agent or employee of Buyer.
Supplier shall hold harmless, indemnify and defend the Buyer and each of its affiliates, other
subcontractors, officers and employees and agents from any and all liability claims, losses or damage
arising or alleged to arise from the performance of any work hereunder, excepting there from liability,
costs, expenses, claims, losses or damage caused by the sole active negligence of Buyer. This
indemnity obligation shall include reasonable attorneys' fees and costs incurred by Buyer.

14.2 Neither Party shall be liable to the other Party for indirect or consequential damages, such as loss of
profit, loss of income or turnover.

15 Intellectual Property Indemnification


15.1 Seller guarantees that Buyer can sell the goods and that they can be used for their intended purpose
without infringing any patents or other intellectual property rights of any third party. Seller shall
indemnify Buyer and its customers against all loss, cost, damage and expense arising from any claim
asserted against them that the goods or any use thereof for its intended purpose constitutes an
infringement of any patent, trade secret, proprietary information, knowhow, copyright or any other
intellectual property right.

15.2 Seller shall at its own expense defend any suit or proceeding based upon a claim referred to in Clause
15.1 asserted against Buyer and/or its customers.

15.3 In case the goods, any part thereof or any use thereof for its intended purpose is in any such suit or
proceedings held to constitute infringement and its use is enjoined, Seller shall promptly at its own
expense either (i) procure for Buyer’s customer the right to continue using the goods, or (ii) replace the
infringing part of the goods with non-infringing process or apparatus of equal utility and efficiency and
satisfactory to Buyer’s customer or (iii) modify the goods in a way satisfactory to Buyer’s customer so
that it becomes non-infringing.

15.4 This Article 15 shall survive any termination or expiration of this contract.

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
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Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

16 Dispute Resolution and Applicable Law


16.1 In case one or more provisions of these General Purchasing Terms are declared to be invalid, the
other provisions of these General Purchasing Terms shall remain in full force and effect. The parties
shall use their best efforts to replace the invalid provision with a valid provision as close to the parties
original intent as possible.

16.2 All disputes arising under construction, interpretation and performance of this order shall be resolved
exclusively in arbitration in accordance with the arbitration rules of the Swedish Chamber of
Commerce. Arbitration shall take place in Stockholm, Sweden, and the arbitration proceedings shall
be conducted in the Swedish language. The arbitration award shall be final and binding on the Parties.

16.3 The construction, interpretation and performance of this order shall be governed and decided by the
laws of Sweden. The UN-Convention of the International Sale of Goods (CISG1980) or conflict of law
provisions, shall not be applicable to this order and are hereby excluded.

17 Miscellaneous
17.1 All materials provided to Seller for execution of this order shall remain Buyer’s property and may not
be used elsewhere.

17.2 Seller may only use subcontractors approved by Buyer in advance. Seller shall ensure that such
subcontractors agree to be bound by contract terms essentially consistent with these General
Purchasing Terms.

17.3 Buyer and its customers shall be entitled at any time during normal business hours to inspect the
processing and manufacturing progress of the order.

17.4 The Seller shall make such changes and/or additional work caused by changes of laws or regulations
or by regulations established by local authorities after the date of the Contract and before the delivery
of the goods. Costs for this shall be on Sellers account.

18 Compliance

The Seller herewith confirms that

· he has received and read a copy of the ANDRITZ Supplier Code of Conduct and Ethics
(“Supplier Code”), which is published on the ANDRITZ web site at www.andritz.com;

· he undertakes to comply with the Supplier Code and agrees that is shall form the basis of present
and future business with ANDRITZ (ANDRITZ AG and its affiliates);

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
Doc. No.: 504356131
TECHNICAL DELIVERY RULE Page: 10 of 10
Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

· this Supplier Code shall form part of any agreement entered into between the Seller and
ANDRITZ company, regardless of whether it is expressly incorporated into the contract by
reference or not;

· he shall be held responsible for ensuring compliance with the Supplier Code by his
employees, company representatives, as well as subcontractors and any business partners
that the Seller is using to supply products and/or services when doing business with ANDRITZ

ANDRITZ reserves the right to terminate the business relationship or contract in the event of a
major breach of the rules laid down in the Supplier Code. The Seller will hold harmless and
indemnify ANDRITZ from and against damages arising out of a breach of the Supplier Code

Revision Date Created by Released/Reviewed Kind of Changes


- 2009-08-25 TQ, Cristian Bohman TI, Olaf Büttner Converted from V5 300 003 to TDR
A 2009-11-27 TQ, Sofia Petersson TQ, Cristian Bohman Layout change
Following has been changed: Definitions, 5.6,
B 2010-01-19 TQ, Cristian Bohman TI, Olaf Büttner
7.1, 7.2, 7.4, 10.1, 17.4
Incoterms (3.1), invoicing address (11.1),
C 2015-10-27 TIQ, Marika Wang TIQ, Olaf Büttner
annexes (13.2), chapter 18 added
1.1, 1.2, 2.1, 2.2, 2.3, 3.1, 3.2, 4.1, 4.2, 4.4, 9.1,
D 2019-11-06 Annelie Häggqvist TIQ, Olaf Büttner 9.2, 11.1, 12.4, 12.5, 13.2, 14.2, 15.1, 16.1, 16.2,
16.3, 18.1, 18.2, 18.3
Doc. No.: 504356131
TECHNICAL DELIVERY RULE Page: 11 of 10
Lang.: EN

General Purchasing Terms and Conditions for Andritz AB

Revision Date Created by Released by Reviewed by Kind of change


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A
B
C
Revision Date Created by Released by Reviewed by Kind of change
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A
B
C
Revision Date Created by Released by Reviewed by Kind of change
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A
B
C

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