General Purchasing Conditions of Krannich Solar Private Limited

 

 

General Purchasing Conditions of Krannich Solar Private Limited (“the Company”)

General Purchasing Conditions (PDF)

 

I. Object and Scope 

 

1. Insofar as no other arrangement is expressly agreed in writing, these General Purchasing Conditions (GPC) shall apply exclusively in business transactions to all contracts and to related pre-contractual obligations concluded by the Company with a Supplier and pursuant to any Purchase Order sent to the Company to the exclusions of any other contrary, different or additional terms contained, or referred to, in any order, form or other document or correspondence from or by Supplier, except as otherwise any contrary, different or additional terms contained and written in a specific agreement signed between the Company and the Supplier has been entered into. 2. Other business conditions shall not become part of the contract, even where the Company has not expressly objected to such. This also applies if, in full awareness of conflicting or differing terms and conditions, we accept deliveries without reservation, or reference to these conditions is made in individual correspondence. Our silence with regard to contrary conditions, including in order acceptance confirmations, shall not be regarded as recognition. 3. Even if not expressly referred to when similar contracts are concluded in on-going business relations, our General Purchasing Conditions (GPC) shall apply exclusively in the version which can be downloaded at https://in.krannich-solar.com/in/meta/gpc.html upon commissioning of the Supplier. On request, the Supplier shall also be provided free of charge with the current version of the GPC in a printed form.4. All agreements concluded between us and the Supplier in connection with the contracts are recorded in the contracts, these GPC and our offers.5. We reserve the right to demand the conclusion of a quality assurance agreement from the Supplier. This quality assurance agreement is then a component part of these GPC.6. The General Purchasing Conditions apply to all legal entities like companies, LLPs, partnership firms, sole proprietorships and other legal forms of business that the Company deals with. 

 

II. Definitions

 

In these General Terms and Conditions, the following terms shall have the meanings as assigned herein under:“Contract” means the agreement on the supply/purchase of the Products concluded by the Company’s confirmation/ acknowledgement in writing of Supplier’s purchase order, which shall deemed to incorporate these GPC.“In writing” means a physically or electronically embodied form of text communicated by one party to the other by letter, fax or electronic means (including email).“Order Confirmation” is acceptance of Supplier’s Order in writing by the Company.“Products” are the object(s) and/or services, as the case may be, to be supplied to the Company from the Supplier as per the Contract/ Purchase Order.“Services” are the services to be provided by the Supplier to the Company as per the Contract/ Purchase Order.“Supplier” is the product or service provider which the Company orders its products/ services.“Purchase Order” or “PO” is the document from the Supplier setting out the price, quantity, specifications, timelines, etc of the Products which may or may not contain these GPC or for which a separate contract has been entered into by the Company.

In these GPC, the headings are inserted for convenience only and shall not affect the construction of these GPC.

 

III. Quotations, Purchase Order, Order Confirmations, Dispatch notices

 

1. Quotations issued by the Supplier will usually comprise the description, technical features and prices of the Products. A quotation received from a Supplier shall not be construed as an obligation to purchase but merely an invitation and no contractual relationship shall arise from it until the Purchase Order has been accepted by the Company. 2. Based on the quotation, the Supplier will issue a Purchase Order (PO). If a reply to a quotation which claims to be an acceptance but contains additions, limitations or other modifications relating, amongst other things to the price, payment terms, quality and quantity of the goods, place and time of dispatch, it constitutes a rejection of the earlier proposal and the Company's changes shall be considered as a counter-request for quotation.3. The Supplier’s Purchase Order shall only become binding upon the Company’s explicit acceptance of the Purchase Order in writing by way of issuing Order Confirmation to the Supplier. Thus, the Contract comes into existence only upon receiving Order Confirmation from the Company. All Order Confirmations are given exclusively on the basis of these General Terms and Conditions.

 

IV. Conclusion of contract

 

1. The contents of our written orders apply exclusively. Orders placed verbally or verbal ancillary agreements shall only become effective when we confirm them in writing. Delivery contracts (order and acceptance), delivery requests and their amendments and supplementing them require the written form.2. We are no longer bound to our order if the Supplier does not accept our order within five working days of receipt. Should the Supplier be unable or unwilling to accept our order, he is obliged to inform us of this without any undue delay/instantaneously.3. The Supplier shall confirm our orders with a written order confirmation. The order confirmation must show the price, discount, order number, binding delivery date and any further order details. Deviations from our order, in particular from the prices, discounts and delivery deadlines detailed in our order, shall only become a component part of the contract if confirmed by us in writing.4. Drawings, plans and other documents belonging to the order remain our property. We reserve all copyrights relating to these documents. If the Supplier does not accept our orders within the period stipulated in Subparagraph 2, these documents are to be returned to us immediately.5. We are entitled to demand changes to the design and execution of the delivery items if these can be reasonably demanded of the Supplier. The consequences in this case, especially regarding additional or reduced costs and delivery dates, shall be settled in an appropriate and mutually agreeable manner.

 

V. Prices, payments, set-off 

 

1. Prices signed in the Purchase Order are binding. The prices should be in Indian Rupees (INR)   excluding value added tax (VAT), taxes, custom clearance, shipping charges, freight, duties, and other additional charges or fees, such as fees for special packaging and labelling of the Products, permits, certificates, customs declarations and registration. Unless otherwise stated prices are for a single consignment to a single address. 2. The Supplier’s offers, drafts, samples and specimens are free of charge for us, unless otherwise expressly agreed. Remuneration of compensation for visits or drafting of offers, projects, etc. shall not be granted in the absence of another agreement.3. Amendments requested by either party which result into additional payments or such other additional requests like certificates of conformity, revised schedules of delivery, etc must be approved in advance in writing by the Company before invoices for such additional amounts are raised and the amendments also must be specified in writing due to which such additional amounts were being charged.4. Invoices shall be sent as a single copy to our business address when shipping the goods, but separate from the goods shipment. Invoices must contain at least the following details: name and address of the parties, tax number, order number, supplier number, number and date of order, additional customer data, unloading locations, number and date of delivery docket, quantity of goods or services invoiced, the country of origin and bank details. Invoices not drafted in a proper manner are regarded as not having been issued. Where a payment is linked to a particular stage of a Purchase Order, the invoice will be subject to the completion of that stage, subject to the conditions agreed by the Parties for such invoicing. The invoicing currency and address shall be indicated in each invoice.5. Payment shall be due within 14 days of orderly receipt of invoice with a 3% discount or net within 45 days of orderly receipt of invoice. In case of acceptance of early deliveries, the due date of payment shall be governed by the agreed delivery date.6. In case of a defective delivery, we are entitled to withhold payment proportionate to the value until the delivery has been properly realised. Otherwise, payment (without reservation) neither represents the acknowledgement of correct delivery nor a waiver of the Supplier’s liability for defects. 7. Right of the Company to Set Off: In the event the Supplier fails to deliver the goods in accordance with the terms of this Purchase Order, the Company shall have the right to cancel the PO forthwith and claim refund of any payment made by them to the Supplier as an advance or otherwise under the PO. The Company shall have an absolute right to withhold, adjust, sell/ set-off any payment required to be made by the Company to the Supplier under this PO or any other PO entered into between the parties against the cost, losses, damages, etc. suffered by the Company due to the failure of the Supplier to deliver the Products in accordance with the terms of the PO and the Supplier expressly waives any objections he may have in this respect. 8. In the event any payments made by the Company pursuant to a PO become subject to withholding taxes under the laws or regulation of any jurisdiction, the Company shall deduct and withhold the amount of such taxes for the account of the Supplier to the extent required by applicable laws or regulations; such amounts payable to the Supplier shall be reduced by the amount of taxes deducted and withheld; and the Company shall pay the amounts of such taxes to the proper governmental authority in a timely manner and promptly transmit to the Supplier an official tax certificate or other evidence of such tax obligations together with proof of payment from the relevant governmental authority of all amounts deducted and withheld sufficient to enable the Supplier to claim such payment of taxes. Any such withholding taxes required under applicable laws or regulations to be paid or withheld shall be an expense of, and borne solely by, the Supplier. The Company will provide the Supplier with reasonable assistance to enable the Supplier to recover such taxes as permitted by applicable laws or regulations.

 

VI. Time of performance, delays

 

1. Time is of the essence. All delivery dates mentioned in the order or otherwise agreed are binding. The receipt of goods at our premises is decisive when it comes to compliance with the delivery date or delivery deadline.2. The Supplier is obliged to inform us immediately of any imminent or current non-compliance with a stipulated delivery date/delivery deadline, the reasons for said and the estimated duration of the delay. The onset of the delay in delivery remains unaffected by this.3. In case of a delay in delivery, we are entitled to avail of all statutory claims. In the event of a delay in delivery, we are entitled to the following options: (i) accept delayed deliveries by demanding 0.5% of the PO value per full week of delay as a contractual penalty, but not more than 5% or; (ii)  refuse to accept the Products delivered beyond the delivery date and claim/ set-off the difference between the prevailing market price and contracted price of such quantity delivered ;or (iii) cancel the PO in part or full and purchase such cancelled quantities from open market at the prevailing market price at the risk and cost of the Supplier without prejudice to his rights. The right to avail of further-reaching statutory claims is reserved.4. In the event of cause of force majeure occurring within the agreed delivery terms, the delivery date may be extended by the Company on receipt of application from the Supplier without imposition of liquidated damages. The Supplier must inform the Company at the earliest at the beginning and the end of the cause of delay and wherever so requested provide the required Commerce or Statutory Authorities delays caused due to force majeure. 

 

VII. Packaging, shipping, partial deliveries, transfer of risk

 

1. Delivery and shipping shall be at the business address or a delivery location specified by the Company within business hours or such times discussed and specified to the Supplier as much as possible. The Supplier shall bear the costs of customs, packaging, freight and insurance. Insofar as no packaging regulation exists on  part of the Company, all deliveries shall be packed expertly and as is commercially customary by the Supplier so that the packing is guaranteed to protect the delivery items until they reach the delivery address. 2. Supplier agrees that during the term of its performance hereunder, it shall, at its sole cost, maintain worker’s compensation insurance and other legally required insurance in accordance with and meeting requirements of applicable law. In case transit insurance is not in the Supplier’s scope, the latter must furnish details such as Lorry Receipt, Note No., nature of packing, number of cases, gross weight net weight, train carrying the goods, value of the goods dispatched etc. immediately on dispatch to the Company’s office to take up insurance. In case of goods sent by Regd. Post, the Regd. Post  parcel No. should be furnished to the Company with a packing slip when action will be taken to insure the goods. This procedure will be adopted unless specifically advised by the Company to the contrary.3. Packaging can be returned by us free of charge. The location where the goods are handed over is also the performance location for the obligation of the Supplier. Insofar as delivery ex works is agreed in an individual case, the Supplier shall select the most favourable terms of shipment to the Company and ensure correct declaration. The Supplier is also liable in this case for damages occurring during transportation.4. A single copy of a delivery docket or packing slip should be enclosed with the goods which, in addition to exact designation of the scope of delivery with the order number, article number, type and quantity, contains the container number, weight and volume in m³. In addition, our documentation and marking regulations, which should be obtained from the Company, are to be observed. Should the Supplier fail to do so, delays in processing are inevitable for which we assume no liability.5. Partial deliveries shall only be accepted following express agreement. In case of partial deliveries, the remaining quantity shall be listed in all cases.6. The transfer of risk shall take place at the delivery address stipulated by the Company. Risk of loss and/ or damage of the goods furnished hereunder lies with the Supplier until the goods are physically delivered to the Company’s facility specified in the PO and accepted by the Company.

 

VIII. Material defects and defects of title, obligation of inspection and notification of defects, claims for defects

 

1. Unless otherwise agreed, the Supplier shall guarantee that all goods delivered conform to state-of-the-art technological standards, comply with the relevant legal provisions of the delivery location and, if known to the Supplier, the location where the goods/our product are to be used, insofar as this can be reasonably expected of the Supplier in an individual case and conforms to the regulations and directives of official authorities, employers’ liability insurance associations and trade associations. The goods must in all cases be suitable for ordinary utilisation and display a quality which is usual for items of the same type and which we can expect of this type of item. Insofar as deviations from these regulations are necessary in individual cases, the Supplier must obtain the express written permission of the customer in this respect. Where the Supplier has reservations regarding the manner of execution desired by us, he shall inform us of this immediately.

2. While entering into the Purchase Order, the Supplier has understood all the terms and conditions and confirms that they have all the requisite authorities, permissions and capabilities to enter into such a business transaction. Similarly, the Supplier shall ensure that the goods are delivered free from third party rights and that no third party rights are violated by the delivery. The vendor shall release us from any third party claims in this respect on our first request.

3. We will notify the Supplier of defects relating to the delivered goods within seven working days of receipt of delivery as soon as the said defects have been discovered during the inspection conducted in the proper course of business. We will indicate defects which were not detectable in an inspection of this nature within a period of seven working days after detection.  Timely notification of defects to the Supplier shall suffice to meet the deadline.The inspection of incoming goods entails only the examination of the goods with regard to externally visible deviations in terms of identity and the number of units and obvious externally visible transportation damage.

4. In this respect, the Supplier shall refrain from objecting to delayed notice of defects and unreserved acceptance. This does not prejudice our right to perform a more extensive inspection of incoming goods.

5. The Company shall have the right to reject the goods, whether in full or parts which are defective or not delivered in accordance with the terms of the PO. Within fifteen days from the receipt of the intimation from the Company of its rejection to accept the goods the Supplier shall remove, at his own cost, the rejected goods from the Company’s works or wherever such goods are lying. The Company shall not be in any way responsible for or be held liable for any loss or deterioration of the rejected goods shall be at the Supplier's risk entirely. The Supplier shall pay to the Company reasonable storage charges for storing such rejected goods for a period exceeding 15 days as aforesaid.Upon rejection, if the Supplier fails to replace the goods with the goods acceptable to the Company within the contractual period then the Company may, solely at their discretion, exercise any or all of the following options in respect of the rejected/ undelivered quantity: 

a) Dispose off the rejected goods and claim/set-off the difference between the prevailing market price and contracted price of such undelivered/rejected quantity to the Supplier’s account; and/or 

b) purchase such undelivered/rejected quantity from open market at the prevailing market price at the risk and cost of the Supplier.

6. We are unconditionally entitled to avail of statutory guarantee rights. As an extension to statutory guarantee rights, we are also entitled in the case of non-fulfilment of a work contract to demand, at our discretion, rectification of a defect or delivery of an item free of defects. Furthermore, even if a sales contract exists, we are entitled to act, in urgent cases or as part of our duty to minimise damages, at our own discretion under the conditions after consulting the Supplier. 

 

IX. Warranty, Indemnification, Product liability, exemption, third party insurance coverage

 

1. Warranty: The Supplier represents and warrants that goods and/or services supplied shall be of the highest grade and quality unless otherwise specified; shall conform to the specifications, drawings, samples or other descriptions contained in the PO or furnished or specified by the Company; shall be performed in a workmanlike manner; shall be fit and sufficient for the purpose intended; shall not violate any third party intellectual property rights and shall be merchantable, of good material and workmanship and free from all the defects whether latent or patent. Any substances, products, materials or finished goods which are needed, used in, or introduced into the finished Products shall be introduced into the stream of commerce in compliance of all applicable laws.

2. In case the Products are found to be defective, inter-alia, in respect of materials, workmanship, design or process of manufacturing within a period 2 years after the same had been put in use or 20 months from the date of acceptance of the goods by the Company, whichever is earlier, the Supplier shall refund the price paid by the Company in respect of the said Products. 

3. The Supplier represents and warrants that it has the financial capacity and human resources to perform the Purchase Order without risk or interruption of delay; that it has all licenses, accreditations, rights and approvals necessary where applicable, to provide the services/Products; that it has the means to provide the best available quality Products.

4. The Supplier shall guarantee that the Products shall be repaired or replaced as the case may be. The Supplier shall be liable for all costs and damages and replacements at the sole option of the Purchaser. These warranties are in addition to those implied by or available at law to Purchaser and shall exist notwithstanding the acceptance and/or inspection by Purchaser of all or part of the goods or services.

5. The Supplier represents and warrants that the execution, delivery and performance of any Purchase Order does not and will not, conflict with any agreement, instrument or understanding to which it is a party or by which, it may be bound and that there is no action, suit, proceedings in or before any court, authority or any other governmental authority pending to the Supplier’s knowledge, threatened and which could materially affect the Supplier’s performance hereunder and enforceability hereof. 

6. In the case of third-party claims for damages against us because of a product defect for which the Supplier is responsible, the Supplier must exempt us on our first request from all third-party claims, including the necessary costs of defending ourselves against these claims, insofar as the cause is to be found in the Supplier’s domain and organisational area. The Supplier shall indemnify, defend, and hold harmless to the maximum extent permitted by applicable law, the Company and its affiliates against any and all claims, causes of action, suits and liabilities, including any damages, fines, interest penalties, legal and other professional fees and expenses incurred or paid by the Company as result of or in connection with any action, omission, inadequacy, default, mistakes which are attributable to the Supplier, its personnel, its subcontractors or its subcontractors’ personnel in the performance of any agreement and which is including, but not limited to, failure to comply with these GPC. 

7. Where we are obliged to initiate a recall campaign due to a case of damage in terms of above, the Supplier shall be obliged to reimburse us for all costs incurred due to or in connection with the recall campaign. Where it is possible and reasonable in terms of the time involved, we shall inform the Supplier about the content and scope of the recall campaign and give him an opportunity to comment on this. Any further statutory claims that we may have remain unaffected in this context.

8. The Supplier is obliged to conclude and maintain product liability insurance with adequate coverage for the goods. Any further statutory claims that we may have remain unaffected in this context. A limitation of liability is not associated with this provision.

9. The Supplier agrees to maintain the insurance coverage from a reputable insurance company an ensuring against any risks arising during performance and duration of the agreement. Such insurance shall include the Company as additional insured and shall waive the right of subrogation against the Company. At the Company’s request, the Supplier shall provide to the Company proof of payment of is insurance coverage. The Supplier shall be responsible for any payments under its deductibles or self-insured retention (s).

10. The Supplier warrants that it has and shall have full clear and unencumbered title to all Products and deliverables provided to the Company, and that at the date of delivery of the Products and deliverables to the Company, it will have full and unrestricted rights to transfer them to the Company at the place.

 

X.  Other obligations of the Supplier

 

1. The Supplier shall ensure that he is in a position to supply us with the delivery items or components thereof as replacement parts on reasonable terms for a period of 10 years after termination of the supply relationship.

2. The Supplier shall ensure that he is aware of all data and circumstances that are relevant for the fulfilment of his contractual duties and that he is also familiar well in advance with our intended use of his deliveries. He shall guarantee that his deliveries include all services necessary for correct, safe and efficient use, that they are suitable for the intended use and that they conform to state-of-the-art scientific and technological standards.

3. The Supplier shall keep us informed concerning all official approvals and notification requirements necessary for the import and use of the delivery items.

4. The Supplier shall continually monitor the quality of his deliveries and services. Modifications to the delivery item require our prior consent. The Supplier shall document in writing when, in what manner and by whom delivery free of defects was ensured for all products delivered to us. These records shall be retained for at least 10 years and handed over to us on demand. Upstream Suppliers should be governed by corresponding obligations.

 

XI. Intellectual Property Rights

 

1. All samples, models, tools, drawings, specifications and other documents furnished by the Company and the Company’s consultants or which the Supplier obtains for us with our financial resources, and copies thereof furnished to the Supplier are and shall remain our property. They are for use solely with respect to the Purchase Order. Such drawings, specifications and other documents are to be returned to the Company at the completion of the PO or earlier termination of the PO/ agreement. 

2. No drawings, specifications or other documents may be used by the Supplier or any sub Supplier or material or equipment supplier on other projects or for additions to their Project outside the scope of the work without the specific written consent of the Company. The Supplier, Sub suppliers, Sub-Sub suppliers and material or equipment suppliers are authorized to use and reproduce applicable portions of the drawings, specifications or other documents appropriate to and for use in the execution of their work under the contract documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the drawings, specifications and other documents prepared by or for the Company. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Company’s copyrights or other reserved rights. Any intellectual property conceived or developed during the course of the Order based upon or arising from the Company’s confidential and proprietary information shall be solely owned by the Company. Except as expressly provided herein, no license or right is granted hereby to the Supplier, by implication or otherwise, with respect to or under any patent application, patent, claims or patent or proprietary rights of the Company.

3. Materials or components provided remain our property. They may only be used in connection with the order. Processing of materials and the assembly of parts by the Supplier is realised on our behalf. If our materials and components are combined, mixed or processed with other objects which do not belong to us, we thereby become joint owners of the new item based on the ratio of the value of the materials and components provided to the other processed objects at the time of combination, mixing or processing. If our item is regarded as the main item, it is considered as agreed that the Supplier shall transfers joint ownership to us on a pro rata basis. The Supplier shall hold our sole or joint property in safe keeping free of charge.

 

XII. Title

 

Title of the Products shall pass to the Company only upon delivery to the location agreed between the Parties.

 

XIII. Confidentiality

 

1. The Supplier shall keep in strict confidence all Confidential Information of the Company (however recorded, preserved or disclosed) of any kind, whatsoever, relating to information of a confidential, proprietary, economic, technical, financial or commercial nature, concerning, inter alia, the Company, its activities or the subject of any agreement (“Confidential Information”). If and insofar as the Supplier obtains knowledge and information during the course of order processing, especially with regard to technical details, he shall pledge himself to nondisclosure of these details.

2. The Supplier shall not use any such Confidential Information for any purpose other than to perform its obligations as envisaged by, or under, the agreement or Purchase Order. 

3. The Supplier may only disclose Confidential Information to its employees, officers or permitted subcontractors to the extent strictly necessary for the performance of a Contract and shall ensure that its employees, officers or permitted subcontractors to whom it discloses Confidential Information are subject to obligations of confidentiality and non-use that are no less onerous than those contained in these Terms and Conditions and that any use of the Confidential Information is for the sole purpose of performing their obligations in accordance with an agreement or PO. 

4. Confidential Information shall not include information which the Supplier can evidence by written records that, at the time of disclosure: 

(i) is already in the public domain, or was legally obtained from other sources which were not under an obligation to the Buyer to maintain confidentiality; 

(ii) is already lawfully in possession of the Supplier. 

5. Except as otherwise required by any court of relevant jurisdiction or by any regulatory authority or unless it has received the Company's prior written approval, the Supplier shall not: 

(i) make any public disclosure or any use of the Confidential Information, or

(ii) use the name, trade name, logo or intellectual property of the Company, or its group of companies as a trade reference or in any publication of any kind whatsoever, 

6. Upon the Company’s request or the termination or expiration of an agreement, the Company shall promptly return to the Company all Confidential Information regardless of whether these documents were handed over at the beginning of the cooperation or created as a consequence of processing the Company’s order without the Company’s prior written approval unless required to be maintained for any statutory purposes. The Supplier shall guarantee that the surrender of confidential documents is complete and no copies have been retained

7. The provisions of this clause relating to Confidentiality will remain in force post the date of termination of the agreement, regardless of the date or cause of this termination. 

 

XIV. Termination 

 

 1. Without prejudice to any other rights or remedies which it may have, one party may terminate an agreement without liability to the other party immediately on giving notice to the other party: 

a. If the other Party commits a breach of any of the terms of such agreement and (if such a breach is remediable) fails to remedy that breach within ten (10) working days of being notified in writing of the breach; 

b. in the event of insolvency of, assignment for the benefit of creditors by, or the initiation of bankruptcy proceedings by or against, the other Party; 

c. if a force majeure event lasts for more than two (2) months; 

d. if the other Party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business; or if the Company learns that improper payments to third parties are being, or have been, made by the Supplier.The termination of an agreement shall not affect the parties’ right to claim any damages they may be entitled to seek otherwise under any laws for the time being in force. 

2. Early termination of an agreement, for any reason, whether by the Company or the Supplier, shall not affect any other Purchase Orders placed by the Company with the Supplier or any other agreements in place.

 

XV. Governing Law

 

The construction, validity, and performance of all Purchase Orders and Contracts shall be governed by the Laws of India (unless otherwise agreed in the Special Terms and Conditions) and in the event that any dispute or claim arising therefrom cannot be resolved out of court by the Parties, such claim or dispute shall be subject to the exclusive jurisdiction of the courts of Pune, India, even in the case of summary proceedings, third party claims, or if there is more than one defendant. 

 

XVI. General 

 

1. The complete or partial invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of such provision for any other purpose or the remaining provisions hereof. 

2. A Purchase Order or agreement and/or any part thereof shall not be wholly or partially assigned by the Supplier without the Company's prior written approval. If the Supplier assigns a Purchase Order or agreement and/or any part thereof without the Company's consent, the Supplier shall remain personally liable towards the Company and third parties. The Company may assign a Purchase Order or agreement or any part thereof to any person, firm or company. 

3. No admission, act or omission made by either party during the continuance of an agreement or PO shall constitute a waiver of, or release of the other party from, any liability under any other agreement or contract or PO.  

4. The parties agree that nothing in a Purchase Order or contract creates any obligation on the Company to place any future order with the Supplier. Furthermore, nothing in a Purchase Order or contract is intended, or shall be deemed, to establish any partnership or joint venture between the parties, render any party the agent of the other party, or authorise a party to make or enter into any commitments for, or on behalf of, the other party. 

5. No waiver of any provision of a contract shall constitute a waiver of any other breach of such provision or the breach of any other provision. 

6. A person who is not a party to the GPC shall not have any rights under or in connection with them.

 

Status: 08/2019