General Conditions of Supply

1. General

1.1 These general conditions shall apply to all goods supplied by Georg Fischer to the purchaser. They shall also apply to all future business even when no express reference is made to them.

1.2 Any deviation or supplementary conditions, especially Purchaser’s general conditions of purchase, and verbal agreements shall only be applicable if accepted in writing by Georg Fischer.

1.3 The written form shall be deemed to be fulfilled by all forms of transmission, evidenced in the form of text, such as telefax, e-mail, etc.

2. Tenders

Tenders shall only be biding if they contain a specifically stated period of acceptance.

3. Scope of Delivery

3.1 Georg Fischer’s product range is subject to change.

3.2 The confirmation of order shall govern the scope and execution of the contract.

4. Data and Documents

4.1 Technical documents such as drawing, descriptions, illustrations and data on dimensions, performance and weight as well as the reference to standards are for information purchases only. They are not warranted characteristics and are subject to change.

4.2 All technical documents shall remain the exclusive property of Georg Fischer and may only be used for the agreed purposes or as Georg Fischer may consent.

5. Confidentiality, Protection of Personal Data

5.1 Each party shall keep in strict confidence all commercial or technical information relating to the business of the other party, of which it has gained knowledge in the course of its dealing with the other party. Such information shall neither be disclosed to third parties nor used for other purposes than those for which the information has been supplied.

5.2 In the context of the contractual relation with the Purchaser personal data may be processed. The Purchaser agrees to the disclosure of said data to third parties, such as foreign subcontractors and suppliers etc.

6. Local Laws and Regulations

The Purchaser shall bring to the attention of Georg Fischer all local laws and regulations at the place of destination which bear connection with the execution of the contract and the adherence to relevant safety regulations and approval procedures.

7. Prices

7.1 Unless agreed otherwise, the prices shall be deemed quoted net, ex works, including standard packing. All supplementary costs, such as the cost of carriage, insurance, export and import license, etc. shall be borne by the Purchaser. The Purchaser shall also bear the costs of all taxes, fees, duties, etc. Connected with the contract.

7.2 If the costs of packing, carriage, insurance, fees and other supplementary costs are included in the tender price or contract price or are referred to specifically in the tender or confirmation of order, Georg Fischer reserves the right to revise their prices accordingly should any change occur in the relevant tariffs.

8. Payment

8.1 The Purchaser shall male payments in the manner agreed by the parties to the Georg Fischer organization conducting the account without any deductions such as discounts, costs, taxes or dues.

8.2 The Purchaser may only withhold or offset payments due against counterclaims, which are either expressively acknowledged by Georg Fischer or finally awarded to the Purchaser. In particular, payment shall still be made when unessential items are still outstanding provided, however, that the goods already delivered are not rendered unusable as a result.

9. Retention of Title

9.1 The goods shall remain the property of Georg Fischer until the Purchaser shall have settled all claims, present and future, which Georg Fischer may have against him.

9.2 Should the Purchaser sell goods to which title is reserved he shall the be deemed to have tacitly assigned to Georg Fischer the proceeds deriving from their sale together with all collateral rights, securities and reservations of title until all claims held by Georg Fischer shall have been settled.

9.3 To the extend the value of the goods to which title is reserved together with collateral securities should exceed Georg Fischer’s claims against the Purchaser by more than 20%, Georg Fischer shall re-assign the above proceeds to Purchaser at his request.

9.4 In case of default on the part of the Purchaser, in particular in case of arrears, Georg Fischer shall be entitled to repossession of the goods after having given notice to his effect, and the Purchaser shall be obligated to surrender the goods.

10. Delivery

10.1 The term of delivery shall commence as soon as the contract has been entered into, all official formalities such as import and payment permits have been obtained and all essential technical points have been settled. The term of delivery shall be deemed duly observed when, upon its expiry, the goods are ready for dispatch.

10.2 Delivery is subject to the following conditions, i.e. the term of delivery shall be reasonably extended:

a) if Georg Fischer are not supplied in time with the information necessary for the execution of the contract or if subsequent changes causing delays are made by the Purchaser.

b) if Georg Fischer are prevented from performing the contract by force majeure. Force majeure shall equally be deemed to be any unforeseeable event beyond Georg Fischer’s control which renders Georg Fischer’s performance commercially unpractical or impossible, such as delayed or defective supplies from subcontractors, labor disputes, government orders or regulations, shortages in materials or energy, serious disturbances in Georg Fischer’s works, such as the total or partial destruction of plant and equipment or the breakdown of essential facilities, serious disruptions in transport facilities, e.g. impassable roads. Should the effect of force majeure exceed a period of six months, either party may cancel the contract forthwith. Georg Fischer shall not be liable for any damage or loss of any kind whatsoever resulting therefrom, any suspension or cancellation being without prejudice to Georg Fischer’s right to recover all sums due in respect of consignments delivered and costs incurred to date.

c) if the Purchaser fails to fulfil or delays in fulfilling his obligations under the contract, in particular if he does not adhere to the agreed conditions of payment.

10.3 If for reasons attributable to Georg Fischer a reasonable term of delivery is exceeded, Georg Fischer shall not be deemed in default until the Purchaser has granted to Georg Fischer in writing a reasonable extension thereof of not less than one month which equally is not met. The Purchaser shall than be entitled to cancel the contract. The Purchaser shall then be entitled to the remedies provided at law, it being however understood that, subject to limitations of Art. 16, damage claims shall be limited to max 5% of the price of the delayed delivery.

10.4 If the Purchaser fails to take delivery within a reasonable time of goods notified as ready for dispatch, Georg Fischer shall be entitled to store the goods at the Purchaser’s expense and risk and to invoice them as delivered.

10.5 Partial shipments shall be allowed and Georg Fischer shall be entitled to invoice for such deliveries.

10.6 Should Purchaser cancel an order without justification and should Georg Fischer not insist on the performance of the contract, Georg Fischer shall be entitled to a penalty amounting to ‘Before shipment’ :15%, ‘ After shipment’ : 30% of the contract price and freight cost. Purchaser is not allowed to cancel an order for nonstandard products or noncancellable products, prefabricated products according to drawings supplied or confirmed by customer, out sourced goods according to request by customer once production for such order has started or necessary components has been purchased or order for third party goods has been placed. Georg Fischer’s right to prove and claim higher damages remaining reserved. Purchaser shall be entitled to prove, that Georg Fischer has suffered no or a considerably lower damage than the penalty forfeited.

11. Packing

If the goods are provided with additional packing over and above the standard packing, such packing shall be invoiced separately and be non-returnable.

12. Passing of Risk

12.1 The risk in the goods shall pass to the Purchaser as soon as they have left Georg Fischer’s works, even if delivery is made carriage-paid, under similar clauses or including installation or when carriage is organized and managed by Georg Fischer.

12.2 If delivery is delayed for reasons beyond Georg Fischer’s control, the risk shall pass to the Purchaser when he is notified that the goods are ready for dispatch.

13. Carriage and Insurance

13.1 Unless agreed otherwise, the Purchaser shall bear the cost of carriage.

13.2 The Purchaser shall be responsible for insurance against damage of whatever kind. Even when such insurance is arranged by Georg Fischer it shall be deemed taken out by the order of and for the account of the Purchaser and at his risk.

13.3 Special requests regarding carriage and insurance shall be communicated to Georg Fischer in due time. Otherwise carriage shall be arranged by Georg Fischer at their discretion, but without responsibility, by the quickest and cheapest method possible. In case of carriage-paid delivery transport arrangements shall be made by Georg Fischer. If the Purchaser specifies particular requirements, any extra cost involved shall be borne by him.

13.4 In the event of damage or loss of the goods during carriage the Purchaser shall mark the delivery documents accordingly and immediately have the damage ascertained by the carrier. Not readily ascertainable damages sustained during carriage shall be notified to the carrier within six days after receipt of the goods.

14. Inspection and Acceptance

14.1 The goods will be subject to normal inspection by Georg Fischer during manufacture. Additional test required by the Purchaser shall be agreed upon in writing and shall be charged to the Purchaser.

14.2 It shall be a condition of Georg Fischer’s obligation under the warranties stated hereinafter that Georg Fischer be notified in writing by the Purchaser of any purported defect immediately upon discovery. Notice concerning weight, numbers or apparent defects is to be given latest within 30 days from receipt of the goods, notice of other defects latest within the agreed warranty period.

14.3 Purchaser shall not dispose any allegedly defective Products until all warranty and / or damage claims are finally settled. At its request, defective Products are to be placed at Georg Fischer’s disposal or at a third party to be nominated by Georg Fischer.

15. Warranty

15.1 At the written request of the Purchaser, Georg Fischer undertake to repair or replace, at their discretion, as quickly as possible and free of charge all goods supplied which demonstrably suffer from faulty design, materials or workmanship or from faulty operating or installation instructions. Replaced parts shall become property of Georg Fischer.

15.2 The Purchaser shall be entitled to cancel the contract or to demand a reduction in the contract price if:

  • repair or replacement is impossible, or
  • Georg Fischer are unable or refuse to remedy the defect or replace the defective goods within a reasonable period of time or are unduly delaying such remedy or replacement.

15.3 For goods, which are manufactured to specifications, drawings or patterns supplied by the Purchaser, Georg Fischer’s warranty shall be restricted to proper materials and workmanship.

15.4 This warranty shall not apply to damage resulting from normal wear, improper storage and maintenance, failure to observe the operating instructions, overstressing or overloading, unsuitable operating media, improper repairs or alterations by the Purchaser or third parties, the use of non-genuine parts and other reasons beyond Georg Fischer’s control.

15.5 For goods or essential components manufactured by a third party and supplied by Georg Fischer under this contract, Georg Fischer’s warranty is limited to the warranty provided by said third party.

15.6 No action or claim may be brought by the Purchaser on account of any alleged breach of warranty or any obligation of Georg Fischer after the expiration of twelve (12) months from receipt of the goods by the end user or at the latest within eighteen (18) months of goods being dispatched by Georg Fischer.

16. Limitation of Liability

The warranties set forth above are expressly in lieu of any express warranty of any kind and in lieu of any implied warranty, including any warranty of merchantability or fitness for a particular purpose. Georg Fischer shall not be liable for any incidental special or consequential damages, such as loss of profits, loss of production, loss of use or loss of control, arising for any reason, including damages resulting from delayed delivery, defective design, materials or workmanship or from faulty instructions and weather such damages are claimed to arise from breach of contract, in tort, the theory of product liability or otherwise, reservation is solely being made by Georg Fischer’s statutory liability due to material breach of an essential contractual obligation, express representations, wrongful intent, gross negligence or product liability acts.

17. Place of Performance and Jurisdiction

17.1 Place of performance for the goods shall be the Georg Fischer works from which the goods are dispatched.

17.2 Any civil action based upon any alleged breach of this contract shall be filed and prosecuted exclusively in the courts of Korea. Georg Fischer however reserves the right of file actions in any court having jurisdiction over controversies arising out of or in connection with the present contract.

17.3 The contract shall be governed by Korean law without regard to conflict of law provisions that would require the application of another law.