These General Terms and Conditions of Purchase of Products (hereinafter “General Terms and Conditions”) shall apply exclusively for any and all purchase of products by Konecranes (hereinafter “Purchaser”) from a supplier (hereinafter “Supplier”) unless otherwise agreed in writing between the Purchaser and the supplier (hereinafter “Parties”).
These General Terms and Conditions shall supersede and exclude any other terms and conditions of sale or purchase even if the Purchaser has not explicitly excluded them.
The following capitalized terms shall have the meanings assigned to them:“DELIVERY” Completion of the delivery of the Products from the Supplier to the Purchaser in accordance with the agreed terms of delivery. “DELIVERY TIME” Delivery time of the Products specified in the Purchase Agreement.“END USER” The customer of the Purchaser purchasing the end product of which the Product form a part.“PRODUCTS” Objects of the purchase as shall be defined more detailed in the Purchase Agreement. Products include any products, documentation, material, components, equipment, and services such as installation and testing of the Products, which are necessary for the Delivery and the intended use of the products.
“PURCHASE AGREEMENT” Written purchase agreement, purchase order or any other similar document of purchase of the Products, which include these General
Terms and Conditions as well as any and all appendices attached to the document of purchase.“PURCHASE PRICE” The total price of each Productdefined in the Purchase Agreement.“SPECIFICATIONS” At each given time existing detailed specifications of the Products provided by the Purchaser including but not limited to technical or functional specifications and documentation, instructions and drawings connected to the Product.
3. SCOPE OF DELIVERY
3.1 Requirements for the Products
The Products shall all times meet the Specifications and all other agreed quality and technical requirements as well as environmental requirements set in the purchase agreement and be fit for their ordinary and intended purpose. The Products shall be manufactured in accordance with the agreed manufacturing process and tested in accordance with the Supplier’s testing procedure specified in the Purchase Agreement.
3.2 Safety of the Products
Operational safety is an absolute requirement for the products. The Products shall include all specified safety devices and instructions and the Supplier shall ensure that the Products fully satisfy the requirements of any applicable safety laws, regulations, and standards. If any additional safety devices are required due to noncompliance with any laws, regulations, or standards, they shall be installed at the cost of the Supplier. The Supplier shall be responsible for all inspections and tests related to the safety of the Products required bylaws, regulations, standards or the purchase agreement, and for the costs arising therefrom.
The Delivery shall include all agreed and necessary documentation including but not limited to technical documentation and instructions enabling the orderly use, installation, operation, maintenance, and repair of the Products.
4. COMPLIANCE WITH LAWS AND
4.1 Compliance with laws and regulations
The Supplier shall all times and at its own cost ensure that the Products fully comply with all applicable laws and regulations. The Supplier shall also ensure that the design, manufacture, marking and documentation of the Products comply with all relevant legislation and regulations, such as directives of the European Union (in particular Machinery Directive) when applicable, or any other similar legislation, regulations or standards prevailing from time to time. When the Machinery Directive is applicable, the Supplier shall ensure that the Technical Construction File stipulated by the Machinery Directive has been drawn up and will be kept available at least 10 years and at the request of Purchaser, be given to Purchaser.
The Supplier shall fulfill the requirements set to the business operations of the Supplier by applicable laws, regulations, and the Purchase Agreement. The Supplier shall pay all payroll and social security taxes for its employees and all applicable income taxes arising out of or related to the sale of Products to the Purchaser. The Supplier shall comply with the Konecranes’ Supplier Requirements, which include also providing certificates to the Purchaser and allowing the Purchaser to inspect the Supplier’s business operations. Whenever any work is performed at any facility of the Purchaser, the Supplier shall comply with all applicable safety regulations and instructions of the Purchaser. The Supplier shall be solely responsible for the safety of its personnel employed at the site.
4.2 Environmental and ethical issues
The Supplier agrees to strictly comply with all applicable environmental legislation as well as Konecranes’ Environmental Policy. The Supplier shall have all applicable environmental permits and licenses for its operations and take responsibility of all required and necessary actions and costs relating to environmental issues including but not limited to recycling costs.
The Supplier shall be committed to ethical business conduct and respect for human rights. The Supplier shall operate in accordance with the Konecranes’ Business Conduct Principles and respect internationally recognized social and ethical principles.
The Supplier shall comply with all applicable labour laws and shall not use or allow use of child labour or forced labour. The Supplier shall monitor that the environmental and ethical performance of its subcontractors comply with the requirements set in this Article. The Supplier shall provide evidence on actions under this Article upon Purchaser’s request.
4.3 Change in laws If any modification of the Specifications or any other the agreed requirement is necessary due to an unanticipated change in laws, regulations or other mandatory orders, requirements or instructions issued by competent authorities after the signing of the Purchase Agreement, the Supplier shall promptly request a modification to be made in accordance with the Purchase Agreement.
The Products will be part of end products for which operational safety is an absolute requirement. The Supplier has no right to make or undertake any changes in the Products, Specifications, raw materials, quality of raw materials, place of manufacturing, agreed manufacturing processes, design and dimensions of the Products including tolerances or any other comparable changes that possibly may affect the safety, operation, quality or Delivery Time of any Product or the correct fulfillment of the Purchase Agreement without the Purchaser’s prior written consent. The same requirements prevail in case the Supplier uses materials, products, or services supplied by third parties. The Purchaser shall have the right to request the Supplier to make changes to the Delivery, Products, Specifications, or any other agreed requirements at any time prior to the Delivery. Adjustments to the Purchase Price or the Delivery Time resulting from the change, if any, shall be agreed separately in writing and in accordance with the pricing level and other terms of the Purchase Agreement. The rights and obligations of the Parties under the Purchase Agreement shall extend to all changes.
6. INSPECTIONS AND QUALITY CONTROL
The Supplier shall be responsible for the quality of the Products and carrying out the necessary inspections and tests. The Purchaser, its appointed representatives and the End User of the Products shall be allowed free access to the facilities of the Supplier at reasonable times for the purpose of inspecting or testing the Products, manufacturing processes and the quality thereof as well as witnessing tests and inspections.
The costs of carrying out any tests and inspections shall be borne by the Supplier. The cost of attending shall be borne by the attending Party. The Supplier is responsible of delivering inspection and test reports and certificates of the quality of the Products in writing on the Purchaser’s demand. Any acceptance of inspections or testing of the Products, Supplier’s technical documents or drawings, or supervision of design work or manufacturing by the Purchaser or the End User, shall not to any extent release the Supplier from any of its obligations or limit the Purchaser’s right to make claims relating to the Products, if any Product is later found not to meet the agreed requirements.
7. PACKING, MARKING AND STORAGE
The Products shall be packed in a manner which is appropriate with regard to the nature of the Products, the means of transport to be used and in accordance with any instructions given in the Purchase Agreement as to the manner, size, weight etc. of the packing.
The Products shall be clearly marked by the Supplier and carry information concerning the identity of the recipient and the name of the place of destination together with any specific instructions necessary for handling and storage.
8.1 Terms of delivery
If no terms of delivery are specifically agreed in writing, the terms of delivery shall be DDP the place of ordering unit of the Purchaser. The terms of delivery refer always