Definitions In this document: (a) “Affiliate(s)” shall mean any and all companies, firms and legal entities with respect to which now or hereafter MMD-Monitors&Displays Holding B.V. or Supplier respectively, directly or indirectly holds 50% or more of the nominal value of the issued share capital or 50% or more of the voting power at general meetings or has the power to appoint a majority of directors or other- wise to direct the activities of such company, firm or legal entity; (b) “Agreement” shall mean the bind- ing contract formed as described in Clause 2.1 herein; (c) “Goods” shall mean both tangible and intangi- ble goods, including software and related documentation and packaging. References to Goods shall, where appropriate, be deemed to include Services; (d) “MMD” shall mean the purchasing Affiliate of MMD Holding B.V. identified in MMD’s order and where applicable includes other Affiliates of MMD; (e) “Services” shall mean the services to be performed by Supplier for MMD under the Agreement; (f) “Supplier” shall mean each person or entity (including, where relevant, its Affiliates) that enters into the Agreement.
These General Conditions of Purchase, together with the relevant Purchase Order issued by MMD, set forth the terms under which MMD’s offers to purchase Goods and/or Services from Supplier. When Supplier accepts MMD’s offer, either by acknowledgement, delivery of any Goods and/or commence- ment of performance of any Services, a binding contract shall be formed. Such Agreement is limited to these General Conditions of Purchase as specified on the face and reverse of this document, the rele- vant Purchase Order and any attachments. MMD does not agree to any proposed amendment, altera- tion, or addition by Supplier. The Agreement can be varied only in writing signed by MMD. Any other statement or writing of Supplier shall not alter, add to, or otherwise affect the Agreement.
MMD is not bound by and hereby expressly rejects Supplier’s general conditions of sale and any additional or different terms or provisions that may appear on any proposal, quotation, price list, ac- knowledgment, invoice, packing slip or the like used by Supplier. Course of performance, course of deal- ing, and usage of trade shall not be applied to modify these General Conditions of Purchase.
All costs incurred by Supplier in preparing and submitting any acceptance of MMD’s offer shall be for the account of Supplier.
Time of the Essence Time is of the essence and all dates referred to in the Agreement shall be firm. In the event that Supplier anticipates any difficulty in complying with any delivery date or any of its other obligations under the Agreement, Supplier shall promptly notify MMD in writing.
Delivery of Goods
Unless expressly agreed otherwise in writing, all Goods shall be delivered DAP (to the named place of delivery set out in the relevant Purchase Order) except that maritime transport shall be delivered FOB (named port of shipment) (as defined in the Incoterms 2010) final destination determined by MMD.
Delivery shall be completed as per the applicable Incoterm , but this shall not constitute acceptance of the Goods.
Supplier shall, concurrently with the delivery of the Goods, provide MMD with copies of all applica- ble licenses. Each delivery of Goods to MMD shall include a packing list which contains at least (i) the applicable order number, (ii) the MMD part number, (iii) the quantity shipped, and (iv) the date of ship- ment.
Supplier shall make no partial delivery or delivery before the agreed delivery date(s). MMD reserves the right to refuse delivery of Goods and return same at Supplier’s risk and expense if Supplier defaults in the manner and time of delivery or in the rate of shipment. MMD shall not be liable for any costs incurred by Supplier related to production, installation, assembly or any other work related to the Goods, prior to delivery in accordance with the Agreement.
Any design, manufacturing, installation or other work to be performed by or on behalf of Supplier under the Agreement shall be executed with good workmanship and using proper materials.
Supplier shall pack, mark and ship the Goods in accordance with sound commercial practices and MMD’s specifications in such manner as to prevent damage during transport and to facilitate efficient unloading, handling and storage, and all Goods shall be clearly marked as destined for MMD. Notwith- standing the provisions of the applicable Incoterms, Supplier shall be responsible for any loss or damage due to its failure to properly preserve, package, handle (before delivery as per the applicable Incoterm) or pack the Goods; MMD shall not be required to assert any claims for such loss or damage against the common carrier involved.
Changes to Goods Supplier shall not, without prior written consent of MMD, make any changes affecting Goods, including process or design changes, changes to manufacturing processes (including geographic location) changes affecting electrical performance, mechanical form or fit, function, environmental compatibility, chemical characteristics, life, reliability or quality of Goods or changes that could have significant impact upon Supplier’s quality system.