General Terms and Conditions
of Purchase (GTP)

1. General, Scope of application

1.1 These General Terms and Conditions of Purchase (GTP) shall apply to all commercial contacts with our suppliers (hereinafter “Supplier”). These GTP shall apply only insofar as the Supplier is an enterpreneur (sec. 14 Civil Code (BGB)), a legal person under public law or a special asset under public law.

1.2 These GTP shall apply in particular to contracts for the purchase and/or supply of goods and/or software and/or services (hereinafter always “delivery”) regardless of whether the Supplier produces the goods itself or purchases such from a sub-supplier (sec. 433 Civil Code (BGB), sec. 650 para. 1 Civil Code (BGB). These GTP shall apply in their respective latest version as a frame agreement for all future contracts concerning goods and/or services with the same Supplier without any requirement for us to refer again to such expressly in each individual case.

1.3 These GTP shall apply exclusively. Any general terms and conditions of the Supplier at variance or supplementary hereto or conflicting herewith shall apply only if and to the extent that such are expressly agreed to by us in writing. This requirement for agreement by us shall apply in all cases, including cases where we unconditionally accept a delivery from a Supplier whilst being aware of the Supplier’s general terms and conditions.

1.4 Any individual agreements entered into with the Supplier (including collateral agreements, supplements or amendments) shall in each case prevail over these GTP. The written contract or our written confirmation shall determine the exact conditions of such agreements.

1.5 Any declaration or notice of a legal nature given to us by the Supplier after the concluding of a contract (e.g. setting of a deadline, demand notice, notice of withdrawal (Rücktritt)) must be in writing in order to be effective. Transmission by fax or email is not sufficient. The determination of timely notification shall be according to the date of receipt by the party receiving the notice.

1.6 Any reference to the application of the provisions of law is for the purpose of clarification only. Even if such is not stated, the provisions of law shall apply to the extent that such are not directly changed or expressly excluded by these GTP.

2. Contract Formation

2.1 Only orders issued in writing and written agreements are binding for us (contract conclusion). Oral agreements shall become binding only after confirmation in writing by us. The requirement of writing in this regard may also be satisfied by way of an exchange of correspondence via fax or email and orders via electronic order systems. So as to allow us to undertake any correction or completion before acceptance, the Supplier shall notify us of any apparent errors (e.g. typographical errors or mistakes in calculation) or omissions in any order, including related documentation; otherwise we shall have the right to rescind (anfechten) any contract on the basis of an error or omission.

2.2 The Supplier shall confirm in writing or by email (Textform) our order within 2 (two) working days or shall deliver such unconditionally (acceptance). The delivery date must be confirmed as a calendar date. The order confirmation shall constitute the acceptance of our offer. Our delivery date confirmed by the Supplier is binding and integral part of the contract. A order confirmation received by us later than 14 (forteen) calendar days after ordering date will not be deemed as conclusion of the contract and shall constitute as new offer which requires our acceptance. We reserve the right to declare our acceptance of the offer by confirmation of the receipt of the delivery.

2.3 The reference data as detailed in the order are to be provided in all correspondence, invoices and delivery documents.

2.4 Individual orders are to be named with separately in any correspondence.

3. Delivery Time and Delay in Delivery

3.1 The delivery date provided by us in the order is binding. The delivery date relates to the delivery of the goods to the delivery address. The Supplier shall be responsible for delivery to the incoming goods department within the times provided. The Supplier shall
3.1.1 notify us in writing or by email (Textform) without undue delay if it becomes apparent that the agreed delivery date cannot be met in whole or in part and shall notify us
3.1.2 of the probable period of delay.

3.2 Part deliveries are not permissible in any case unless such has been agreed to by us separately.

3.3 If the Supplier does not provide the delivery or fails to do so within the agreed delivery time or if the Supplier is in default delay, our rights shall be determined in accordance with the provisions of law. The provisions of paragraph 4 shall not be affected thereby.

3.4 If the Supplier is in default delay, we may – in addition to any further legal rights – demand liquidated damages for our delay damage to the amount of 0.2 % of the net price for each calendar day of delay, but totalling no more than 5% of the net price for the delayed goods to be delivered. We reserve the right to claim for any additional damage suffered by us. The Supplier has the right to establish that we did not suffer any damage or the amount of actual damage was considerably less.

3.5 We are entitled to declare our right to compensation resulting from a lumpsum liquidated damages claim pursuant to 3.4 against claims of the Supplier. The right to claim for further damage is not excluded thereby.

3.6 Acceptance of a delayed delivery or performance does not constitute a waiver of any right to compensation.

3.7 If the Supplier delivers earlier than agreed we shall be entitled to charge reasonable warehouse fees for the longer period of storage. Sec. 315 Civil Code (BGB) (provisions for performance by a party) shall apply. We are not obliged to accept receipt of any goods before the respective delivery date.

4. Performance, Delivery, Transfer of Risk, Delay in Acceptance

4.1 Without our prior written agreement, the Supplier is not entitled to allow any performance to be undertaken by a third party (e.g. subcontractor). The Supplier shall bear the procurement risk in relation to its performance.

4.2 Delivery shall, unless otherwise agreed, be in accordance with DDP (INCOTERMS 2020) to the delivery address supplied by us. The respective place of destination is also the place of performance, including possible subsequent performances. In case of explicitly agreed of any delivery conditions to the contrary we are entitled to specify the transport method as well as the transport company.

4.3 Each delivery must include in duplicate a delivery note with details of the date (issuing and dispatch), contents of the delivery (article number, index, quantity, country of origin and customs tariff number for each delivered item) as well as our order identification (order date, order and position number), nature of the packing as well as the number of packages and weight of the packages. If a delivery note is missing or is incomplete we shall not be responsible for any resulting delays in processing or payment.

4.4 The Supplier shall undertake the legally-required and appropriate packing and declarations.

4.5 The risk of accidental destruction or deterioration to the goods shall transfer to us in accordance with DDP (INCOTERMS 2020) upon the transfer of the goods at the place of performance. Insofar as acceptance procedures are agreed, such shall determine the time of transfer of risk. Furthermore, in case of agreement on acceptance procedures the provisions of law for contracts for work and services (Werkvertragsrecht) shall apply accordingly. The transfer or acceptance times shall apply equally if we are in default delay with acceptance.

4.6 If we are in default delay with acceptance the provisions of law shall apply. The Supplier must however expressly offer its performance to us even if a specified date or date to be specified is identified in relation to an act or measure of support (Mitwirkung) from us (e.g. supply of materials). If a contract relates to non-fungibles to be produced by the Supplier (individual production), the Supplier shall be entitled to further rights only if we are under an obligation to provide support and are responsible for such lack of support.

5. Duty of Disclosure of Supplier

5.1 Before undertaking any changes in manufacturing procedure, materials or supplied parts for our delivery, or any changes in production location, or before any changes in procedures and equipment for testing the products or any other quality control measures the Supplier shall notify us of such in good time so that we are able to determine whether such changes could have an adverse effect for us. The Supplier must also make any third party duly involved in the performance for the Supplier subject to a corresponding duty to provide notice of any changes. In a similar manner, any change in a service provider or sub-supplier must also be notified to us by the Supplier. If adverse effects cannot be excluded, the Supplier shall ensure the continuation of supply with unchanged parts until such a time that a suitable alternative solution can be found.

5.2 In case of any product discontinuation or other relevant change of regularly ordered deliveries the Supplier shall notify us on an unsolicited basis with an at least 12 (twelve) months period in advance for a last-time buy in writing.

5.3 Any changes in the company name shall be notified to us without undue delay.

6. Prices and Payment Conditions

6.1 The price detailed in the order shall be binding. The agreed prices are fixed prices and do not include the statutory turnover tax (Umsatzsteuer) unless such is detailed separately.

6.2 Unless agreed otherwise in individual cases, the price includes the entire performance by the Supplier including any supplementary performance matters (e.g. production, assembly, installation, licences) as well as additional costs (e.g. material costs, due packing, transport costs including transport insurance and third party liability insurance). Packing materials may be returned to the Supplier who shall accept the return of such packing materials at our request.

6.3 The invoice for each order shall be sent separately to our invoice address after delivery. The invoice shall not be included in a delivery.

6.4 Payment shall be, at our choice, either:
6.4.1 within 14 (fourteen) calendar days with 3% discount for prompt payment or
6.4.2 within 30 (thirty) calendar days net.
The payment deadline shall begin to run after the complete receipt of goods in accordance with the contract as well as the receipt of the documentation in accordance with item 4.3 above, but not before the agreed delivery date.

6.5 We shall not be liable for any interest for late payment. The right of the Supplier to default interests shall not be affected thereby. In order for such default delay to occur the provisions of law shall apply. In any case, a demand notice from the Supplier shall be necessary.

6.6 Our rights to set-off and retention as well as the defence for nonperformance (sec. 320 Civil Code (BGB)) shall be available to us to the extent provided by law.

6.7 Payment shall not constitute an acknowledgement of delivery in accordance with the contract.

6.8 We shall be entitled to determine the method of payment.

7. Force Majeure

7.1 The performance time for contractual obligations of either party shall be extended in the event of force majeure and in particular any natural catastrophe, earthquake, order of any sovereign, limitation of transport, operational interruptions, limitations on the use of energy, general lack of raw materials, mobilisation, war, unrest, pandemic/epidemic, lockdown, strike, lockout or other unforeseeable or unavoidable events for which the respective party is not responsible and such extension shall be for the period of the disturbance to the extent of its impact. The commencement and end of the respective hindrance shall be notified by the respective party without undue delay. To the extent that such has been undertaken the other party shall have no right to claim.

8. Documentation, Confidentiality and Know-how, Software, Data protection

8.1 We shall retain all property rights and copyright as well as intellectual property rights in relation to any illustrations, plans, drawings, calculations, instructions, product descriptions and other documentation. Such documentation is to be used exclusively for the performance of the contract and after the ending of the contract such shall be destroyed or, at our request, returned to us without any copies being retained insofar as there is no statutory retention period which prevents such being undertaken.

8.2 The Supplier shall treat this Agreement as confidential as well as all Confidential Information exchanged. Confidential Information includes all information which has been transferred to the Supplier by us or in our order in an oral or written form or by way of data transfer and in an electronic form or in any other way and which could reasonably be regarded as being subject to copyright or as being of a sensitive nature or as being not intended for the public. Confidential shall include in particular but is not limited to, specifications, scientific documentation, patent applications as well as disclosures, procedures, methods, formula, models, samples, knowledge, data, drawings, know-how, analyses, calculations, examinations, quantities, conditions and other details of our order as well as copies or duplicates of such. Any information marked as being confidential is in any case Confidential Information.

8.3 The Supplier undertakes to keep Confidential Information confidential and not to disclose to such to third parties. The Supplier shall undertake the necessary steps to prevent any unauthorized disclosure of Confidential Information received. In particular, only those employees required to know the Confidential Information for the purposes of the performance of the contract shall be allowed to access to such.

8.4 The Supplier undertakes to continue to ensure that Confidential Information is used only for the agreed purpose and in case of an ending of the cooperation the Supplier further undertakes to no longer use Confidential Information.

8.5 Any property rights, intellectual property rights or copyright required by the Supplier in the course of research and development work as well as any know-how so acquired shall belong exclusively to us and shall be fully transferred to us. If any copyright is created in relation to the Supplier, it shall grant us an indefinite and unlimited exclusive right of use and realization to the respective property.

8.6 Any products which are made on the basis of documentation or Confidential Information developed by us or with our tools or any copies thereof shall be used by the Supplier itself or made available to third parties only with our written approval.

8.7 In case of delivery of standard-software by the Supplier (including all updates, upgrades, patches etc.) we and all our affiliated companies are entitled to undertake all processes relevant under copyright law which are necessary or useful to use the software according to the contract. The Supplier grants to us with regard to the standard-software all rights to carry out all processes connected regularly with the use of software, in particular rights not limited in place and time to replication (including the production of backups), to procession in any way including correction of mistakes, to leasing, forward purchasing, sublicencing and other ways of use complying with the state of technology. Furthermore the rights for ways of use unknown at the time of conclusion of the contract are granted. The Supplier will secure the granting of rights to be obtained from copyright owners. With regard to software individually designed for us (individual software (Individualsoftware) we are granted exlusively all rights not limited in time, place and by content. The Supplier will provide us with the complete source code of the individual software along with the development documentation. The software delivered by the Supplier including software contained and embedded in the delivery (embedded software (Embedded Software)) does not contain software which constiutes open source software (OSS) pursuant to the definition of the „open source initiative“. Insofar the delivered software contains OSS the Supplier explicitly will notify us and point out in detail which OSS is contained in which components of the delivered software and which licence rule the OSS as well as which obligations will have to be met under the respective licence conditions. The delivered software shall contain in no case OSS which will lead to a „copyleft-effect“ in case of use of the delivered software.

8.8 The Supplier shall comply with the applicable data protection legal obligations.

9. Material Support and Retention of Title/intellectual property right

9.1 We retain title to all supplies and materials provided in support (e.g. finished and half-finished products) including software and as well as possible copyrights and other intellectual property rights to means provided in support, in particular copyright realization and use rights. This shall also apply to any tools, templates, samples and other objects which we provide to the Supplier for the performance of the delivery or services. Such objects are – insofar as such are not processed – to be stored at the expense of the Supplier separately in a suitable manner and to be labelled as our property and insured to the customary extent against any theft, destruction or loss.

9.2 The Supplier is allowed to process, mix or combine objects provided by us. In this case the processing is effected exclusively for us. The Supplier shall store the new object with the diligence and care of a prudent merchant.

9.3 If in the processing, mixing or combining with the objects of any third party their rights of ownership persist, we shall acquire in relation to the new object a co-ownership in proportion to the value of the items provided by us in relation to the value of the other items.

9.4 If parts of the goods provided are left over after processing, such shall remain our property even if such parts are production residues no longer suitable for use. If no provision is agreed to the contrary, the Supplier shall inform us of any remaining quantities. The decision as to whether the provided goods and any remaining parts thereof should remain with the Supplier or sent to us or a third party shall be made exclusively by us.

9.5 Transfer of title in the goods shall take place to us unconditionally and without any regard to payment of the price. Any and all forms of extended or expanded retention of title are hereby excluded so that any effective retention of title by the Supplier shall apply only to the time of payment for the goods delivered to us and shall apply only to such goods.

9.6 Title to tools or other equipment in our order shall transfer fully to us. Transfer of possession shall be substituted by the Supplier keeping the tools for us at no charge with the due care of a merchant. The tools shall be kept separately and shall be identified in the business records. The tools shall be returned at any time upon request. As regards the intellectual property rights, in particular copyrights or other intellectual property rights, to tools or other equipment we will be granted upon production the exclusive realization and use rights not limited by content, in time and place.

10. Defective Delivery

10.1 The provisions of law shall, unless otherwise determined below, apply to our rights in the event of any defects or defects of title in the goods (including incorrect delivery or short delivery as well as incorrect packing, defective assembly instructions, operation instructions or instructions of use) and in case of any other breaches of obligations by the Supplier. All deliveries shall comply at least with the state of technology at the time of performance.

10.2 The Supplier shall be liable in accordance with the provisions of law in particular for the agreed properties of the goods at the time of transfer of risk. Those product descriptions which – in particular by way of inclusion or reference in our order – are within the scope of the respective contract or, in a similar manner to these GTP are included in the contract, shall constitute part of the agreement as to quality. It shall not be of relevance in this regard whether the product description originates from us, the Supplier or the manufacturer.

10.3 As regards the delivery the Supplier is also obliged to observe the valid and applicable European and national guidelines, regulations and law in particular but not limited to RoHS, WEEE, REACH as well as the German Electrical Equipment Act (ElektroG). In addition delivery must comply with the applicable and valid norms (e.g. DIN, IEC).

10.4 Notwithstanding sec. 442 paragraph 1 sentence 2 Civil Code (BGB), we shall be entitled to claim for any defect if such defect is not known to us at the time of the conclusion of the contract for reasons of gross negligence.

10.5 In relation to the merchant’s duty to inspect goods and give notice of any defect, the provisions of law (sec. 377, sec. 381 Commercial Code (HGB)) shall apply subject to the following: Our duty to inspect shall apply only in regards to the detection of defects which would be apparent at our incoming goods examination by way of an external inspection including an inspection of the delivery documentation (e.g. evident damage from transport, evident incorrect delivery or short delivery). Any further or additional duty to inspect is hereby excluded. Insofar as acceptance procedures are agreed to, there shall be no duty to inspect. In addition such shall depend on the extent to which an inspection is possible in an individual case having regard to the circumstances and to commercial practice. Any defects shall be notified to the Supplier within a reasonable period. Our duty to give notice of defects for any defects discovered at a later time shall not be affected thereby. In addition sec. 377 paragraph 5 Commercial Code (HGB) shall apply.

10.6 The Supplier shall bear all expenses for the purposes of rectification of any defect (Nachbesserung) or substitute delivery (Ersatzlieferung) to the respective place of use. The costs incurred for the purposes of inspection and rectification by the Supplier shall be borne by the Supplier even if it later becomes apparent that no defect exists. Our liability to pay damages in relation to any unjustified request for defect rectification shall not be affected thereby; in this regard we shall however only be liable, if we were aware of or failed to be aware of, in a manner which is grossly negligent, the non-existence of the defect.

10.7 If the Supplier does not fulfil its obligations of subsequent performance – at our discretion either by rectification of the defect or by supply of substitute goods – within a reasonable period set by us, we may rectify the defects ourselves or demand compensation from the Supplier for the necessary expenses in relation thereto. If subsequent performance by the Supplier is unsuccessful on two occasions or is not reasonable for us (e.g. because of particular urgency, endangerment of the operations, or any pending or threatened disproportionate damage) no deadline needs to be set; the Supplier shall be notified without undue delay and if possible in advance.

10.8 In addition we are entitled in the event of any defect or defect in title to claim in accordance with the provisions of law for a reduction of the purchase price or to withdraw (Rücktritt) from the contract. In addition we are entitled to claim damages in accordance with the provisions of law for any loss or expenses.

11. Producer’s Liability and Regress

11.1 To the extent that any third party makes a claim against us on the basis of product liability or producer’s liability which relates to the delivery of the Supplier, the Supplier shall indemnify us upon first demand in relation to any such claim to the extent of its external liability limit and shall compensate us to this extent.

11.2 In terms of its indemnification obligations the Supplier shall provide compensation in accordance with sec. 683, sec. 670 Civil Code (BGB) resulting from or in connection with any claim by a third party including any recall actions carried out by us. The exact nature and scope of any recall action shall be notified by us to the Supplier – insofar as such is possible and reasonable – and the Supplier shall be given the opportunity to make a statement. Any additional or further rights to claim existing at law shall not be affected thereby.

11.3 The Supplier shall conclude product liability insurance with a reasonable level of cover and shall furnish evidence of such to us upon request.

11.4 Apart from our claims for defects we are entitled ft he recourse rights within the supply chain legally defined (recourse against the supplier (Lieferantenregress) pursuant secs. 445a, 445b, 478 BGB). We are in particular entitled to request subsequent performance (Nacherfüllung (Nachbesserung oder Ersatzlieferung)) by the Supplier which we are obliged to perform to our end customer in the single case. Our legal right to choose in the case of claims for defects (sec. 439 para. 1 BGB) shall not be limited thereby. Before we will acknowledge or fulfil any claim for defect notified by our end customer (including claim on reimbursement of expenses pursuant to secs. 445a para. 1, 439 para. 2 and 3 BGB) we will inform the Supplier and by short information on the facts will request the written statement of the Supplier. In case of no substantiated statement within appropriate period of time and in case of no mutual solution the claim on defects actually granted by us shall be deemed as obliged towards our end customer. The Supplier may in this case bring counterevidence. Our claims regarding recourse against the supplier shall also apply in case the defect delivery is processed in a further way by us or another company, e.g. by embedding in another product.

11.5 Our rights due to the mandatory legal provisions pursuant to sec. 327u para. 4 Civil Code (BGB) regarding contracts on digital products between enterpreneurs (recourse of the enterpreneur (Rückgriff des Unternehmers)) shall not be affected.

12. Limitation Period

12.1 The mutual rights of the contract parties to claim shall expire in accordance with the provisions of law unless determined otherwise below.

12.2 Notwithstanding sec. 438 paragraph 1 no. 3 and sec. 634a para. 1 no. 1 Civil Code (BGB) the general limitation period for any claims for defects shall be 3 years from the time of the transfer of risk. Insofar as acceptance procedures are agreed, the limitation period shall begin to run from the time of acceptance. The 3 year limitation period shall apply accordingly also to any claim arising from a defect of title, whereby the legal limitation period for restitution (dingliche Herausgabe) by a third party (sec. 438 paragraph 1 no. 1 Civil Code (BGB)) shall not be affected hereby; any claim for a defect of title shall, in addition, not expire in any case so long as the rights of the third party – in particular as a result of a lack of a limitation period – may still be claimed against us.

12.3 Subsequent performance shall be undertaken without undue delay. It shall result in a recommencement of the limitation period unless the scope, period and/or costs for the subsequent performance do not indicate an acknowledgement of the duty of subsequent performance by the Supplier. In any case of a justified notice of defect the limitation period shall be extended by the period between the notice of defect and the rectification of such defect.

12.4 The limitation periods at law related to the sale of goods (Kaufrecht) and law for contracts for work and services (Werkvertragsrecht) including the above extensions shall apply – to the extent required by law – to all contractual claims for defects. Insofar as we are entitled to compensation for any defects not based on contract law, the normal limitation periods at law (sec. 195, sec. 199 Civil Code (BGB)) shall apply, provided that the application of the limitation periods under sales law or law for contracts for work and services (Werkvertragsrecht) do not result in a longer limitation period in any individual case.

13. Import and Export Regulations, Compliance with laws

13.1 In the case of goods and services from countries of the European Union (EU) outside of the Federal Republic of Germany, the Supplier shall provide an EU turnover tax identification number.

13.2 The Supplier shall, on the basis of EU and other regulations, provide the necessary information for its supply declaration at its own cost, and shall allow controls by the customs authorities and arrange for the necessary official confirmations.

13.3 The Supplier shall notify us by no later than the time of its offer as to the following:
13.3.1 whether the goods and services (or part thereof) are subject to national export control regulations. If such is the case, it shall notify us of the export number;
13.3.2 whether the goods and services (or part thereof) are subject EC export regulations. If such is the case, we shall be notified of the respective number of the “List of Goods”;
13.3.3 if the goods and services (of part thereof) are subject to US export regulations. If such is the case, the “Export Control Classification Number” (ECCN) shall be notified insofar as the delivery is subject to the “Export Administration Regulations” (EAR); otherwise in case of the application of the “International Traffic in Arms Regulation” (ITAR) the “United States Munition List Number” (USML) shall be notified. In addition, in case of the application of the ITAR provisions it shall be notified whether the goods and services (or part thereof) are to be classified as “Significant Military Equipment” or as “Major Defense Equipment”;
13.3.4 whether the goods and services (or part thereof) are subject to applicable sanction provisions;
In case of any culpable failure or any defective notification of these details we shall be entitled to withdraw (Rücktritt) from the contract. Our right to also claim damages shall not be affected thereby.

13.4 The Supplier is obliged to comply with the applicable mandatory provisions, in particular AML (anti-money laundering) and ESG (environmental, social, governance) provisions, in connection with all legal relations between us and the Supplier. The Supplier shall secure the delivered products comply with all applicable mandatory requirements for the market placing (Inverkehrbringen) in the European Union and the European Economic and shall provide us with evidence of conformity upon request by appropriate documents. The Supplier will take reasonable efforts to secure the compliance with the obligations of the Supplier in this item 13.4 by the subsuppliers of the Supplier.

13.5 The Supplier will with any delay notify us in case its deliveries contain minerals and metals named in schedule 1 Regulation (EU) 2017/821 (Regulation on Conflict minerals) (Konfliktmineralien-Verordnung) (conflict minerals). The Supplier is obliged to comply with all requirements of the Regulation on Conflict minerals and will perform its contractual services in compliance with the OECD principles for the fulfilment of the duty of care to promote responsible supply chains for minerals from conflict and high risk areas. We reserve the right to contact at least once a year the Supplier whose deliveries contain conflict minerals or could contain and to request information to identify the melting and refinery companies in the supply chain. The Supplier will keep in evidence the information pursuant art. 4 para. 1 lit. f), g) and h) Regulation on Conflict minerals (Konfliktmineralien-Verordnung) including the corresponding documentation and provide to us upon request. The Supplier will support us in case of examination by third parties in the sense of art. 6 Regulation on Conflict minerals (Konfliktmineralien-Verordnung) comprehensively and provide us with the required information and documents.

13.6 The Supplier assures that salaries paid to its emloyees comply with at least the amount of the legal minimum salary and the Supplier complies with all other obligations pursuant to the Minimum salary Act (Mindestlohngesetz (MiLoG)). The assertion will be by email (Textform). The Supplier will oblige its subsuppliers used to fulfil its contractual obligations at least by email (Textform) to comply with the provisions of the Minimum salary Act (Mindestlohngesetz (MiLoG)) and to control and secure the compliance by appropriate measures. Upon request the Supplier will name to us engaged subsuppliers. The Supplier assures that we or third parties authorized by us are entitled to control the compliance of the legal obligations resulting from the Minimum salary Act (Mindestlohngesetz (MiLoG)) by appropriate measures. For this purpose the Supplier will provide us upon request on a test basis anonymized salary pay-rolls of its employees. In case we will be challenged by a claim of a third party because of violations of the Supplier or its subsuppliers against the Minimum salary Act (Mindestlohngesetz (MiLoG)) the Supplier will indemnify in full. This indemnification obligation comprehends also penalties and fines (Ordnungs- und Bußgelder) as well as claims by the social insurance and financial authorities. Furthermore the indemnification also comprises lawyers‘ fees pursuant to Lawyers Remuneration Act (Rechtsanwaltsvergütungsgesetz (RVG)) for possible necessary extrajudicial and court defense with regard to the challenge. In case of violation of the Supplier or its engaged subsuppliers against the provisions of the Minimum salary Act (Mindestlohngesetz (MiLoG)) we are entitled to withdraw from the contract without notice period.

14. Third Party Property rights, Copyright, Intellectual Property Rights

14.1 The Supplier shall be liable for ensuring that the delivery and the use of the goods do not infringe on any patent licence or other property rights, copyrights, intellectual property rights of third parties in situations where the Supplier was aware of such infringement of rights or should have been aware of such. Any resulting licence fee shall be borne by the Supplier.

14.2 If any third party makes a claim against us in relation to such matters, the Supplier shall indemnify us on first written demand in relation to such claims. We are not entitled to enter into any agreement with the third party without the approval of the Supplier.

15. Advertising Materials

Only with our express written approval may any references be made to the existing business contacts with us such as for example, but not limited to, by way of information or advertising material (e.g. list of references).

16. Choice of Law and Jurisdiction

16.1 In relation to these G and all legal relations between us and the Supplier the laws of the Federal Republic of Germany shall apply to the exclusion of UN Sales Law (United Nation Convention on Contracts for the International Sale of Goods; CISG).

16.2 If the Supplier is a merchant (Kaufmann) in terms of the Commercial Code (HGB), a legal person under public law or a special asset under public law, the exclusive place of jurisdiction – also in international matters – for all disputes arising out of the contractual relationship shall be our respective seat of business. We shall however be entitled to commence proceedings at the place of performance of the duties of delivery.

16.3 If a provision of these GTP contains a gap, the provision shall apply which comes closest to what the parties had intended with respect to the economic purpose under the gap containing provision.

16.4 Insofar as these GTP are made available in another language, the German version shall take precedence.


As at: 18 January 2023