Purchasing General Terms & Conditions

Sidus Solutions’ Purchasing General Terms and Conditions are included with all Sales Orders.

Sidus Solutions’ Purchasing General Terms and Conditions are subject to change.

1.Definitions

1.1 “Purchase Agreement” means these general terms and conditions, the order form and any other documentation that forms part of this Purchase Agreement by special reference.

1.2 “Force Majeure” means an event or incident outside the control of a Party that he would not have been able to foresee when entering into the Purchase Agreement, and that he cannot be reasonably expected to overcome or avoid the consequences of.

1.3 “Purchase Item” mean all Items to be procured in accordance with this Purchase Agreement, such as raw materials, semi-manufactured materials, manufactured materials products, services, drawings and other documentation.

1.4 “The Supplier” means the company whose name is entered on the first page of the order form.

1.5 “The Buyer” means Sidus Solutions LLC (Company).

1.6 “Price” means the total amount to be paid to the Supplier in accordance with this Purchase Agreement, or the amount that has been increased or reduced pursuant to the regulations stipulated in this Purchase Agreement.

2.Health, the Environment, Safety and Quality Assurance

2.1 When implementing this Purchase Agreement, the Supplier shall place emphasis on all matters and aspects of safety and shall spare no effort in the protection of life, health, property and the environment. The Supplier shall adhere to all and any instructions and guidelines issued by the Buyer relating to these matters.

2.2 The Supplier shall adhere to and carry out all work in accordance with all applicable laws and regulations.

2.3 The Supplier shall have a fully implemented and documented quality system in accordance with ISO 9001.

2.4 2000 (or corresponding standard), unless otherwise expressly specified on the first page of the order form.

2.5 The Buyer and persons authorised by him shall have the right to carry out quality audits and verification of the Supplier’s and any sub-supplier’s quality system(s).

2.6 The Supplier shall actively seek to identify errors, faults and inconsistencies in the various sections of the Purchase Agreement and shall notify the Buyer in writing and without undue delay if any errors, faults and inconsistencies are identified.

3.Inspection/verification

The Buyer and persons authorised by him have the right to carry out all and any inspections and verifications of the Purchase Item as deemed necessary at the Supplier’s and/or sub-supplier’s facilities.

3.1 The above-mentioned inspections and verifications do not release the Supplier from his responsibilities and/or liabilities for the Purchase Item in accordance with the Purchase Agreement.

4.Progress

4.1 If the Supplier has reason to believe that any part of the Purchase Item can be delayed, he shall notify the Buyer of this without delay. The notification from the Supplier shall include the following information:

The reason and scope of the delay,
Measures the Supplier will take to avoid, limit or negate the delay.

5.Changes

5.1 The Buyer has the right to order changes to the Purchase Item. Changes can include an increase or decrease in scope or volume, character, type, properties and characteristics or production of the Purchase Item or any part of this, and changes in the Progress Plan providing that such changes are not in excess of that which the Party could reasonably expect when the Purchase Agreement was entered into.

Unless otherwise stipulated in this Purchase Agreement, the effect of such changes on Price and the Progress Plan shall be stipulated through separate negotiations between the Parties.

5.2 At the request of the Buyer the Supplier shall, without undue delay, implement a change order, even if the Parties have not agreed on the effect of the change order on Price, the Progress Plan and if applicable the terms and conditions laid down in the Purchase Agreement.

6.Delivery and completion of the Purchase Item

6.1 The Purchase Item shall be delivered with secure and sufficient packaging and duly marked, and to the agreed delivery address at the agreed time. Delivery times and terms & conditions shall be interpreted in accordance with Incoterms 2010.

7.Guarantees and acceptance of the Purchase Item

7.1 The Supplier guarantees that at Purchase Item is in accordance with technical documentation and is suited to the purpose and use which, in accordance with the Purchase Agreement it is meant to serve.

7.2 Unless otherwise expressly agreed in the Purchase Agreement, the guarantee period for the Purchase Item shall expire 12 months from the date the Purchase Item is taken into use for the intended purpose, but limited to three years from the date of delivery.

7.3 If the Supplier has carried out guarantee work during the guarantee period, the Supplier shall provide guarantees for the parts of the Purchase Item the rectification applies to for a period of 12 months from the date on which guarantee work was completed or for the remaining guarantee as stipulated in 7.2 above if this is longer.

8.Payment of the Price, invoicing, and audits

8.1 Unless otherwise agreed, the Supplier shall send his invoice on completion of delivery.

9.Delays and errors on the part of the Supplier

9.1 If the delivery of the Purchase Item is delayed, the Supplier shall pay a fixed daily penalty to the Buyer. This percentage penalty for failing to comply with the delivery date shall be 0.35 % of the Price per calendar day. The Supplier’s total liability for fixed daily penalties pursuant to this Article is limited to 10 % of the Price.

9.2 If the Purchase Item is faulty on delivery or if a fault incurs within the guarantee period, the Buyer can lodge a claim for the fault. The Buyer shall notify the Supplier of any such claim within a reasonable period after the fault has been identified.

10.Insurances and Liability

10.1 The Buyer shall at his own cost take out and maintain relevant insurance cover necessary for the execution, delivery and performance of goods and service.

10.2 The Buyer and the Supplier shall be liable for all losses, claims for compensation and obligations in connection with the Purchase Agreement and the implementation of the delivery resulting from injury, illness and death amongst own employees or sub-suppliers’ employees, even if this was caused by the carelessness or negligence of the other Party or that Party’s employees or sub-suppliers.

10.3 The Supplier shall be liable for and shall keep the Buyer indemnified against all claims, losses, costs, expenses or obligations resulting from personal injury or damage to property belonging to third parties resulting from the implementation of the Purchase Agreement or use of the Delivery.

10.4 The Supplier shall indemnify the Buyer against all liability and loss and all expenses resulting from claims, legal actions or court cases based on the alleged or actual infringement of a patent, copyright or trademark, resulting from the Purchase Agreement of the Buyer’s use of the delivery.

11.Cancellation due to Breach of Contract by the Supplier

11.1 The Buyer has the right to cancel this Purchase Agreement with immediate effect by giving written notice to the Supplier if one or more of the following circumstances incur:

The Supplier becomes insolvent.
Gross Breach of Contract of the Purchase Agreement on the Supplier’s side.
11.2 Neither Party has the right to lodge claims against the other Party for consequential losses.

11.3 Wrong or excess material delivered will be returned to at the Supplier’s cost.

12.Compensation

12.1 With the exception of that which results from Article 9.1, the Buyer can claim compensation for losses he incurs resulting from breach of contract by the Supplier.

13.Force majeure

13.1 The Party that wishes to invoke Force Majeure shall notify the other Party of the situation without delay.
13.2 If a Force Majeure situation continues without pause for 30 days or more, either Party has the right to cancel the Purchase Agreement by giving notice of this in writing to the other Party.

14.Cancellation of orders

14.1 The Buyer can at any time cancel a Purchase Item by giving written notice of this to the Supplier. If such right is invoked, the Buyer shall pay all necessary direct, documented expenditures the Supplier has incurred in connection with the Order.

15.Patents

15.1 The Supplier shall keep the Buyer indemnified against all and any legal actions, claims or losses that may arise due to breaches of patent rights, licenses or copyright or other rights that may arise through or in connection with the Purchase Item.

16.Confidentiality

16.1 All information relating to the Buyer’s activities, products and similar the Supplier gains access to or knowledge of through his co-operation with the Buyer shall be dealt with as confidential. All such information shall be kept confidential and shall not be used for any other purpose than for the fulfilment of the Purchase Agreement. The Supplier is liable for losses the Buyer may incur resulting from breaches of this duty of confidentiality.

17.California law and disputes

17.1 This Purchase Agreement shall be subject to and interpreted in accordance with California Law.