CGA

General Terms and Conditions of Purchase

1. Scope

1.1. These Terms and Conditions of Purchase shall apply to contracts with Samplision GmbH & Co. KG for the purchase and/or delivery of movable goods (“goods” or “products”) regardless of whether the Seller manufactures them itself or purchases them from suppliers. They also apply accordingly to the purchase of work and services. Acceptance of the delivered products shall be replaced by acceptance in the case of work and services by supply of the service in the case of services. The Terms and Conditions of Purchase shall only apply if the Seller is an entrepreneur (Section 14 of the German Civil Code (“BGB”)), a legal entity under public law or a special fund under public law.

1.2. Conflicting, additional or deviating terms and conditions of the Seller shall not become part of the contract unless we have expressly agreed to their validity in writing. These Terms and Conditions of Purchase shall also apply if we accept a delivery from the Seller without reservation in the knowledge of the Seller’s conflicting or deviating terms and conditions.

1.3. Individual agreements made in individual cases shall in any case take precedence over these Terms and Conditions of Purchase. Subject to proof to the contrary, a written contract or our written confirmation shall be decisive for the content of such agreements.

1.4. Rights to which we are entitled under statutory provisions over and above these Terms and Conditions of Purchase shall remain unaffected. References to the validity of statutory provisions are for clarification purposes only. Even without clarification, the statutory provisions shall apply unless they are directly amended or expressly excluded in these Terms and Conditions of Purchase.

1.5. The Terms and Conditions of Purchase shall also apply in their respective version as a framework agreement for future contracts for the delivery of movable goods and/or services with the same seller, without Samplision GmbH & Co. KG having to refer to them again in each individual case; the current version of the Terms and Conditions of Purchase is available at www.samplision.de.

2. Conclusion of contract

2.1. Our order shall be deemed binding at the earliest when we declare or confirm it in writing. The Seller shall notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not to have been concluded.

2.2. An order created with the aid of automatic equipment, in which the signature and name are missing, shall be deemed to be in writing.

The order may also be placed by e-mail or fax. Our silence in response to offers, requests or other declarations by the Seller shall only be deemed to constitute consent if this has been expressly agreed in writing.

We expect an unconditional written order confirmation from the Seller stating our order and material number/designation within five working days of the order date, unless we have expressly waived an order confirmation in writing.

Delayed acceptance of the offer shall be deemed a new offer and requires our acceptance.

2.3. Offers and cost estimates of the Seller shall be submitted free of charge, unless otherwise agreed in writing.

2.4. The order is subject to compliance with Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December 2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (REACH) and compliance with the requirements of Directive 2011/65/EU of the European Parliament and of the Council of 8 June 2011 on the restriction of the use of certain substances. June 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (RoHS) and the Ordinance on the Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment (ElektroStoffV) of April 19, 2013 as well as the non-use of conflict materials in accordance with the “Dodd-Frank Act”. The Seller confirms that the above requirements have been met.

The seller shall indemnify the customer against all liabilities, expenses and damages caused by the seller due to a violation of the aforementioned regulations for which the seller is responsible.

2.5. The Seller shall inform us in writing prior to the conclusion of the contract if the ordered goods are subject to export controls or other restrictions on marketability (“export controls”) under the regulations applicable in the Federal Republic of Germany. If the ordered goods are subject to an export control, but the seller denies this or fails to provide information in accordance with sentence 1, the customer is entitled to withdraw from the contract without setting a deadline. Furthermore, the seller is obliged to indemnify the customer against third-party claims (e.g. damages; fines) based on the fact that the ordered goods are subject to export controls, unless the customer is at fault. This shall not apply if the seller is not responsible for the omitted or incorrect information in accordance with sentence 1.

This shall not exclude any further claims by the Client.

2.6. The following shall apply when concluding a contract for a calibration service:

The Seller declares that the calibration is an accredited calibration (DIN EN ISO/IEC 17025). The delivery must include a calibration certificate with at least the following details: Serial number, item, manufacturer, type, correct value, displayed value, measurement uncertainty, measurement deviations, ambient conditions, standards used, confirmation of traceability and measurement uncertainty statement in accordance with DIN EN ISO/IEC 17025, specification of the calibration procedure, date, stamp and signature. If an accredited calibration in accordance with DIN EN ISO/IEC 17025 is not possible in individual cases, this must be agreed with the client in advance.

3. Fulfillment of the contract

3.1. The delivery date stated in the order is binding. The delivery must correspond to the order in terms of its design, scope and classification and must be carried out on time.

The delivery periods shall commence on the date of the order. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be two weeks from the conclusion of the contract. The goods must be received at the delivery address specified by us by the agreed delivery date. The dispatch of the goods must be notified to us immediately upon request.

3.2. If it becomes apparent to the seller that the agreed delivery date cannot be met, we must be notified of this immediately (unless otherwise agreed) in writing, stating the reasons and the expected duration of the delay, without this affecting the seller’s obligation to deliver on time.

3.3. If the Seller fails to perform or fails to perform within the agreed delivery period or is in default, our rights – in particular to rescission and damages – shall be determined in accordance with the statutory provisions. The provisions in 3.4. remain unaffected.

3.4. Acceptance of the delayed delivery shall not constitute a waiver of claims for damages.

3.5. The delivery must be accompanied by a delivery bill stating the order number, exact description of the goods, material number or article number and the quantity delivered per item. If the delivery bill is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment.

3.6. If available, data sheets and, in the case of hazardous substances, the safety data sheets must also be supplied.

3.7. Suppliers/subcontractors of the Seller used in the performance of the contract shall be deemed to be the Seller’s vicarious agents.

4. Abtretung, Eigentumsvorbehalt

4.1. The Seller may only assign its claims against us to third parties or have them collected by third parties with our prior written consent, unless the claims in question are legally established, ready for decision or undisputed. If the assignment of a monetary claim is nevertheless effective pursuant to Section § 354a of the German Commercial Code (HGB) in the event that consent is refused, the assignor shall reimburse us for any additional costs incurred in connection with the assignment.

4.2. The transfer of ownership of the goods to us shall be unconditional and without regard to the payment of the price. However, if in individual cases we accept an offer of the seller to transfer ownership conditional on payment of the purchase price, the seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

5. Work results, rights of use

5.1. The Contractor shall irrevocably and exclusively grant the Client all rights to the work results within the meaning of Section 5.2, in particular copyrighted rights of use and rights of use to related property rights within the meaning of Copyright (including all stages of development) as well as rights of use and, as far as possible, proprietary rights to other intellectual property rights which he acquires or has already acquired during the period and under the contract for the Client on the basis of his services, without any restrictions in terms of time, territory and content, if these were acquired by the Contractor in connection with the business activities for the Client, and/or – were developed or acquired using material and/or working time provided by the Client, and/or – are related to his work during the period of the contractual relationship with the Client.

5.2. The work results shall include all works protected by the German Copyright Act as well as other intellectual property rights, registered or unregistered, filed or not (yet) filed, patentable or not patentable, in particular (but not limited to) computer programs or software, any form of source code, object code and any other form of code, APIs, software descriptions (e.g. functional specifications, rough and detailed specifications), representations of a scientific or technical nature (e.g. plans, sketches, drawings, drawings), etc.). (e.g. plans, sketches, tables), written documents (e.g. documentation and manuals), training material, databases, as well as other visual and linguistic works, even if they are not copyrightable (e.g. simple copies), patents and utility models, trademarks, registered designs or designs, trade secrets and know-how (in the sense of knowledge that is not publicly accessible, e.g. that is useful or necessary for the use or further development of software or hardware components).

5.3. With regard to (i) the Contractor’s rights to the Contractor’s own planning procedures, methods and other know-how (background know-how) and/or (ii) intellectual property rights and/or industrial property rights of the Contractor which already existed prior to the conclusion of the contract or the commencement of performance in this respect, whichever is earlier (Background IP), the Contractor shall grant the Client a non-exclusive, transferable, royalty-free, irrevocable, sublicensable, worldwide and perpetual right to use the Background Know-how and/or Background IP contained in the work results.

5.4. The Contractor shall grant the Client a non-exclusive, irrevocable, sublicensable right of use to standard software that is unlimited in terms of territory, content and – unless a time-limited transfer of the standard software has been expressly agreed – in terms of time.

5.5. If this granting of rights presupposes the prior granting of rights to the Contractor by third parties, the Contractor guarantees that it has concluded or has concluded an agreement with the third party that meets the requirements of clause 5.

6. Transfer of risk, notice of defects.

6.1. After acceptance of the goods at the delivery address stated in the order, the risk of accidental loss and accidental deterioration shall pass to us. In the case of delivery with installation or assembly as well as other performance-related services to be rendered, this risk shall pass to us upon successful acceptance.

6.2. The statutory provisions (§ 377 HGB [German Commercial Code]) shall apply to the commercial duty to inspect and give notice of defects, subject to the following proviso:
Our duty to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognizable during our quality control in the random sampling procedure. If the products become unsaleable as a result of the inspection, a random sample of 0.5% of the delivered products shall be sufficient in this respect. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notification of defects) shall in any case be deemed to be immediate and timely if it is made to the Seller within 14 working days of delivery in the case of obvious defects and within five working days of discovery in the case of hidden defects.

6.3.If individual samples of a consignment of products are defective, we may, at our discretion, demand that the defective items be sorted out by the Seller or assert claims for defects in respect of the entire consignment of products. If, as a result of defects in the products, it becomes necessary to inspect the products beyond the usual scope of the incoming goods inspection, the Seller shall bear the costs of this inspection.

7. Invoicing, payment

7.1. Invoices must meet the requirements of §§ 14, 14a UStG and must be submitted separately for each order after full delivery, completion of services and commissioning or, in the case of performance-related services, after their acceptance, stating the order number, order date and vendor number in each case. Invoices without order number, order date or vendor number shall be deemed to be incorrect.

The invoices must be accompanied by time sheets and agreed information and documents.

7.2. The agreed prices are fixed prices. Unless otherwise agreed in individual cases, the price shall include all services and ancillary services of the Seller (e.g. assembly, installation) as well as all ancillary costs within the meaning of § 448 BGB (e.g. proper packaging, transportation costs including any transport or liability insurance and customs duties). The statutory value added tax is included in the price, unless it has been expressly designated as a net price. (VAT must be shown separately in all invoices.) The Seller must take back packaging material at our request.

7.3. The agreed price must be paid within 30 calendar days of complete delivery and performance (including any agreed acceptance period).

The agreed price shall be due for payment within 30 calendar days of complete delivery and performance including any agreed acceptance and any agreed handover of documents by the Seller (e.g. material tests, test reports, quality documents) and receipt of a proper invoice. Payment shall be made subject to invoice verification.

7.4. We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the Seller arising from incomplete or defective services.

7.5. Payments shall only be made to the Seller. Counterclaims of the Seller shall only entitle him to set-off if they have been legally established or are undisputed. The Seller may only assert a right of retention if its counterclaim is based on the same contractual relationship.

7.6. The payment of an invoice by the Seller without the assertion of objections or the declaration of payment by us shall not be deemed to be a confirmatory acknowledgement of the claim.

7.7.Rights in the event of defects

8. Rights in the event of defects

8.1. The statutory provisions shall apply to our rights in the event of material defects and defects of title and in the event of other breaches of duty by the Seller, unless these Terms and Conditions of Purchase provide otherwise.

8.2. The Seller shall be liable for ensuring that the deliveries and services comply with the latest state of the art in science and technology, the relevant legal provisions and the regulations and guidelines.

8.3. If machines, devices or systems are the subject of the delivery, they must meet the requirements of the special safety regulations for machines and systems applicable at the time of fulfillment of the contract and have a CE mark.

8.4. Our approval of drawings, calculations or other technical documents of the seller shall not affect the seller’s responsibility for defects and the seller’s liability for guarantees assumed by the seller.

8.5. The acceptance of the products as well as the processing, payment and reordering of products that have not yet been recognized and reported as defective shall not constitute approval of the delivery or a waiver of claims for defects.

8.6. We shall be entitled, at our discretion, to demand subsequent performance by repair, replacement delivery or new manufacture in accordance with the statutory provisions. The Seller shall reimburse us for any damage incurred as well as the entire costs and expenses of subsequent performance, the costs of troubleshooting, retrofitting costs, removal and installation costs, transport, travel, labor and material costs. If subsequent performance has not taken place within a reasonable period of time or has failed or if the setting of a deadline was dispensable, we may withdraw from the contract or reduce the purchase price and demand compensation for damages or reimbursement of futile expenses in accordance with the statutory provisions. The seller shall bear the costs and risk of returning defective deliveries. If we are entitled to warranty claims that go beyond the statutory rights in the event of defects, these shall remain unaffected.

8.7. If the Seller fails to meet its obligation to provide subsequent performance within the reasonable period set by us without having the right to refuse subsequent performance, we shall also be entitled to carry out the necessary measures ourselves or have them carried out by a third party at the Seller’s expense and risk. If, due to particular urgency (e.g. to avoid an interruption of production) and/or the otherwise expected unreasonably high damage in relation to the warranty obligation, it is no longer possible to inform the seller of the defect and the impending damage and to set him a deadline, albeit a short one, to remedy the defect, we shall be entitled to carry out this measure immediately and without prior consultation.

8.8. The general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as § 438 BGB provides for a longer limitation period, § 438 BGB shall remain unaffected. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title. Furthermore, claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right against Samplision GmbH & Co KG – in particular in the absence of a limitation period.

8.9. The limitation period for our claims for defects shall be suspended for the period during which products do not remain in our company during the rectification of defects.

8.10. In the event of rectification or subsequent delivery, the limitation period shall begin anew. In the case of rectification, however, this shall only apply if the same defect or the consequences of defective rectification are involved and if the seller is not acting in fulfillment of an (alleged) obligation to provide subsequent performance, but purely as a gesture of goodwill or for similar reasons, for example if there is only a minor defect that can be rectified without significant effort.

9. Spare parts

The Seller is obliged to keep spare parts for the products delivered to us in stock for a period of at least 10 years after delivery. If the supplier intends to discontinue the production of spare parts for the products delivered to us, he shall notify us immediately after the decision on the discontinuation. Subject to paragraph 1, this decision must be made at least 6 months before production is discontinued.

10. Infringement of industrial property rights

The Seller shall be liable for ensuring that no industrial property rights of third parties are infringed in connection with its delivery and the contractual use of the products by us. If claims are asserted against us by a third party due to an infringement of such rights for which the seller is responsible as a result of the delivery and contractual use of the products, the seller shall be obliged to indemnify us against these claims and to reimburse us for all necessary expenses in connection with this claim and, at our discretion, to acquire the necessary licenses from the holder of the industrial property rights or to take back the delivered products.

11. Product liability, insurance

11.1. The Seller shall indemnify us against all claims of third parties arising from domestic or foreign product liability which are attributable to a defect in the product delivered by him, insofar as he is responsible for the product defect and the damage incurred in accordance with the principles of product liability law.

11.2. Within the scope of the indemnification obligation, the Seller shall also reimburse us for any expenses arising from or in connection with a claim by third parties and/or precautionary measures taken by us against a product liability claim, in particular a warning, replacement or recall campaign. We shall inform the Seller of the content and scope of the measures to be taken, as far as possible and reasonable, and give him the opportunity to comment. The Seller shall also bear the costs of legal prosecution/defense incurred by us in this connection.

11.3. The Seller shall insure itself against all risks arising from product liability in the amount of at least EUR 3,000,000.00 per case of liability and shall prove this to us upon request by submitting a valid confirmation of insurance.

11.4. Unless otherwise agreed, the Seller shall, insofar as this is possible with reasonable effort, permanently mark its products in such a way that they identify it as the manufacturer.

12. Surrender of goods and manufacture of tools

12.1. We reserve the title and/or all copyrights and other industrial property rights to manufacturing equipment of all kinds (such as supplies, devices, tools, print templates, samples, models, work standards, drawings, software and other objects) which we provide to the Seller for the manufacture of the products or for other reasons.

12.2. Work standards, drawings, software and other documents shall be made available in German or English.

12.3. We shall acquire ownership of the means of production manufactured by the Seller for us, which we pay to the Seller, upon their completion – insofar as they are capable of ownership – as well as all rights of use and exploitation of any resulting industrial or other property rights.

The means of production shall be marked as our property. We shall provide the Seller with these means of production free of charge for the manufacture of the ordered goods.

12.4. The Seller is obliged to use these means of production exclusively for the manufacture of the products ordered by us or in accordance with our other specifications. These means of production may not be made accessible to third parties. The Seller shall immediately report to us any inquiries from third parties. The Seller shall not be entitled to make copies, replicas or other reproductions of the means of production.

12.5. The Seller shall return the means of production to us without delay and at its own expense without being requested to do so if their provision is no longer required for the manufacture of the ordered goods or if negotiations do not lead to the conclusion of a contract. The Seller shall have no right of retention to the means of production.

12.6. Processing or transformation by the Seller of items in accordance with Clause 11.1 is only permitted with our written consent and in accordance with our specifications. The processing or transformation shall be carried out for us. If such items are processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our items to the other processed items at the time of processing.

12.7. The Seller shall be obliged to handle the means of production with care, to store them properly and to dispose of them only with our written consent, even if no more deliveries with these means of production have been made for us over a longer period of time.

12.8. Operating instructions, test reports and other documents that were created by Samplision GmbH & Co. KG for the resale of the purchased items are protected by copyright and may not be passed on to third parties or used for the Seller’s own purposes.

12.9. The Seller is obliged to carry out any necessary maintenance and inspection work as well as all servicing and repair work on the production equipment provided to him in consultation with us in good time. He must notify us immediately of any damage that occurs.

13. Confidentiality, advertising

13.1. “Confidential Information” means all financial, technical, economic, legal, tax, business, employee, management or other information (including data, records, know-how and in particular information about products, manufacturing processes, drawings, CAD and manufacturing documents, quality information, mechanical or electrical components, sketches or designs, materials, samples, specimens, specifications and measurement results, modules, technical equipment, prototypes, business secrets, business relationships, business strategies, business plans, financial planning, personnel matters) which relate to us or companies affiliated with us and which are made available to the Seller, its executive bodies, employees, consultants or other third parties working for it directly or indirectly by us or a company affiliated with us or which come to the Seller’s knowledge in any other way. Whether and on which carrier medium the information is embodied is irrelevant; in particular, oral information is also covered. It is also irrelevant whether documents or other carrier media were created by us or others, if they embody information relating to us or a company affiliated with us. Information shall not be deemed to be confidential if it was already publicly known at the time the Seller became aware of it or became publicly known thereafter without a breach of this Section 13 or of confidentiality obligations of Authorized Persons of the Seller.

13.2. “Authorized Persons” are the Seller, its employees, provided that they are each subject to a confidentiality obligation towards the Seller that does not fall below the protection of this Section 13 and are necessarily involved in the project. Authorized persons are also consultants of the Seller who are professionally or contractually bound to confidentiality.

13.3. The Seller shall treat the Confidential Information as strictly confidential for a period of 3 years beyond the business relationship and shall neither pass it on to third parties who are not Authorized Persons nor make it accessible in any other way and shall take suitable precautions to protect the Confidential Information, but at least those precautions with which the Seller protects particularly sensitive information about its own company.

13.4. The Seller shall use the Confidential Information exclusively for the performance of the contract. In particular, the Seller shall not use the Confidential Information to gain a business advantage over Samplision GmbH & Co KG, an affiliated company or third parties in competition. Reproduction is only permitted to the extent that this is compatible with the purpose of the contract and must also be treated confidentially.

13.5. The Seller shall inform all Authorized Persons who receive Confidential Information of the content and scope of the rights and obligations under this Section 13 and shall ensure that all Authorized Persons comply with the provisions contained herein.

13.6. At the request of Samplision GmbH & Co KG, the Seller shall, at its discretion, return, destroy or delete all documents and other media containing Confidential Information, unless the Seller is obliged to retain them by law or by order of a competent court or competent authority or other body. Confidential information contained in files that are routinely stored electronically does not have to be deleted if this would only be possible with disproportionate effort. Upon request, the Seller shall inform Samplision GmbH & Co. KG in writing, stating the reasons, which Confidential Information has been returned, destroyed or deleted and which has not.

13.7. In addition to these Terms and Conditions of Purchase, a separate and detailed confidentiality agreement may be agreed. These Terms and Conditions of Purchase shall apply subordinately and in addition to this non-disclosure or confidentiality agreement.

13.8. The Seller may only refer to the business relationship with us in illustrations, brochures and advertising material with our written consent. We shall not refuse this for unreasonable reasons.

14. Force majeure

14.1. If we are prevented by force majeure from fulfilling our contractual obligations, in particular from accepting the products, we shall be released from our obligation to perform for the duration of the hindrance and a reasonable start-up period, without being obliged to pay compensation to the Seller. The same shall apply if the fulfillment of our obligations is made unreasonably difficult or temporarily impossible for us due to unforeseeable circumstances for which we are not responsible, in particular due to labor disputes, official measures, energy shortages or significant operational disruptions.

14.2. We are entitled to withdraw from the contract in whole or in part if such an obstacle lasts for more than four months and we are no longer interested in fulfilling the contract as a result of the obstacle. At the request of the seller, we shall declare after the expiry of the period whether we will exercise our right of withdrawal or accept the goods within a reasonable period.

15. DData protection and security

15.1. The Seller undertakes vis-à-vis the Client to process personal data in accordance with the EU General Data Protection Regulation (Regulation (EU) 2016/679, “GDPR”) and all other applicable data protection laws, to take appropriate technical and organizational measures to ensure the protection of the rights and freedoms of the data subjects. The Seller is obliged to inform its employees and any processors involved about the relevant statutory and contractually agreed data protection regulations and to oblige them to comply with them and to maintain confidentiality.

15.2. In the event of the processing of personal data by the Seller on behalf of the Client, a corresponding supplementary agreement pursuant to Art. 28 GDPR must be concluded in advance of the respective data processing. The Seller warrants that the processing of personal data takes place exclusively in a member state of the European Union or in another state party to the Agreement on the European Economic Area. Any relocation to a third country requires the prior consent of the Client in text form and may only take place if the special requirements of Art. 44 et seq. GDPR are met, and any further necessary measures have been taken.

15.3. The seller is obliged to provide the contractual services in accordance with the state of the art in information security in such a way that the security, confidentiality, availability, integrity and resilience of the client’s IT systems and company data are not impaired or jeopardized. The Contractor shall ensure a level of security appropriate to the risk. Company data within the meaning of this clause is all information of the Client that is worthy of protection, including personal data.

16. Liability

We shall only be liable for slight negligence if material obligations, i.e. obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the contractual partner regularly relies on and may rely, are violated. In the event of a breach of such obligations, our liability shall be limited to such damages as are typically to be expected within the scope of the contract. Otherwise, liability for slight negligence is excluded. The above limitations of liability shall not apply to damages resulting from the breach of a guarantee or from injury to life, limb or health, in the event of intent or gross negligence or mandatory statutory liability for product defects.

17. Integrity of the seller

17.1. The Seller undertakes to comply with the laws of the applicable legal system(s), not to tolerate any form of corruption and bribery, to observe the fundamental rights of employees and the prohibition of child and forced labor. It shall also assume responsibility for the health and safety of its employees in the workplace, ensure fair remuneration and working hours, comply with environmental protection laws and promote and demand compliance with these principles from its suppliers/subcontractors to the best of its ability.

17.2. The Seller undertakes to indemnify the Client against any claims and demands asserted against the Client by third parties in connection with violations of the Minimum Wage Act (MiLoG) by the Seller. However, this shall not apply if the Client or its vicarious agents have demonstrably violated the provisions of the MiLoG intentionally or through gross negligence in this individual case. The claims and demands of third parties in the above sense include, in particular, claims of the Seller’s own employees, claims of employees of subcontractors and contracted rental companies as well as official claims including any fines that have been legally established.

17.3. The Seller is obliged to name suppliers/subcontractors used in the performance of the contract to the Client on request, provided that the Client has a legitimate interest. A legitimate interest is given in particular if claims are asserted against the Client by third parties, the basis of which originates from the sphere of the suppliers/subcontractors.

17.4. The seller undertakes to provide a copy of its certification certificate in accordance with DIN EN ISO 9000ff or its DAkkS certificates, if available, for classification in our seller file. These serve as proof that the seller’s QM system meets the requirements of DIN EN ISO 9000ff or for which areas the seller is accredited. The classification is updated periodically based on the results of the business relationship with the vendor.

18. Final provisions

18.1. In the event of the Seller’s suspension of payments or the filing of an application for insolvency proceedings against the Seller’s assets, we shall be entitled to withdraw from the contract in whole or in part.

18.2. The place of performance shall be the delivery address specified by us.

18.3. The exclusive place of jurisdiction for all disputes arising from the business relationship between us and the Seller shall be Frankfurt am Main if the Seller is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law. However, we may also sue the Seller at its general place of jurisdiction or at any other permissible place of jurisdiction.

18.4. The legal relationship between the Seller and us shall be governed by the law of the Federal Republic of Germany to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

 

Stand 20.01.2024