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Terms of agreement

General Terms and Conditions of YAMAICHI ELECTRONICS Deutschland GmbH and YAMAICHI ELECTRONICS Deutschland Manufacturing GmbH (12/2021)


1. General  

1.1. Our Sales and Delivery Terms (hereinafter Terms and Conditions) apply exclusively for all our business relationships that we enter into as of 01/01/2011 for the first time, continuously and in the future with companies within the meaning of Section 14 BGB, legal persons under public law and special funds under public law (hereinafter “Buyer”), even if they are not referred to again with the respective conclusion of contract.
1.2. We do not recognise general terms and conditions of our contracting partners that differ from or supplement our terms and conditions unless we have expressly consented to their validity in writing.


2. Offers, Orders, Contract conclusion

2.1. As a rule, our offers are non-binding and subject to change, unless they are expressly designated as binding offers. The sending of our prices should not be considered as an offer. Technical data, information on intended use and product images contained in our advertising and/or in our brochures and other sales documents do not include any offer for conclusion of a guarantee contract within the meaning of Section 443 BGB (German Civil Code).
2.2. Ordering of an item and/or service includes the binding offer of the Buyer to purchase the item or service. We are entitled to accept the contract offer in the order within two weeks after ordering. We can accept the offer either in writing or through dispatching/performance of the ordered item/service to the Buyer. We reserve the right not to accept orders even without written declaration or detailed justification. In case of doubt, our silence after the expiry of the acceptance period shall be deemed as a rejection.
2.3. If orders are paced electronically, we will confirm the receipt of the order immediately. The confirmation of receipt does not yet imply the binding acceptance of the order, but our confirmation of receipt can be combined with the declaration of acceptance.
2.4. In case of verbally agreed contracts the scope of deliveries is determined by our written contract confirmation.


3. Delivery  

3.1. Partial deliveries or partial services are permissible and obligate our contract partners to pay the pro rata remuneration, unless the partial delivery/services would not be reasonable for them.
3.2. For delivery orders on request the entire order quantity is deemed to have been ordered on request by the Buyer one calendar month after the expiry of the deadline agreed for the request or in the absence of an agreed deadline three calendar months after the conclusion of the contract.
3.3. If the Buyer is entitled to request allocation and if he does not make the allocation within one calendar month after the expiry of the respective agreed request period or in absence of such a period one month after our request, we shall be entitled to allocate, deliver and calculate the total quantity ordered at our discretion.
3.4. Our deliveries are made “ex works Munich” (EXW), unless expressly agreed otherwise. In case of a delivery "ex works", the seller and Buyer obligations concerning the type and manner of delivery are determined in accordance with International Commercial Terms (INCOTERMS® 2021) in their current version.
3.5. The delivery and service deadlines set by us are non-binding and subject to change; they may change due to delays in supply, operational disruptions. The start of delivery and service deadlines presupposes timely and proper execution of Buyer obligations. In case of subsequent amendments and supplements to the contract the delivery periods and deadlines, even if confirmed by us in advance, start to run again or are postponed accordingly, unless a different agreement has been made with the Buyer in the respective individual case.
3.6. Should we be in default of delivery for reasons for which we are responsible, our liability shall be limited to foreseeable, direct average damage.
   

4. Acceptance default  

4.1. Should the Buyer be in default of acceptance or should he intentionally breach other cooperation obligation, without prejudice to our rights under Clause 3.2 and 3.3., we shall be entitled at our discretion to withdraw from the contract and demand compensation for resulting losses, including the additional expenses.
4.2. In case of acceptance default the risk of accidental loss or an accidental impairment of delivered items is also transferred to the Buyer at the time in which the latter is in default of acceptance.
4.3. Additional claims are reserved.
 

5. Prices and payments  

5.1. As a rule, our prices are in EURO net cash, ex works/Munich warehouse, plus dispatch and packaging costs, unless otherwise agreed in writing. Statutory duties, customs and taxes are to be paid separately in the amount applicable at the time of invoicing.
5.2. In case of an individual order with a net goods value of less than EUR 100.00 we are entitled to charge a minimum quantity surcharge of EUR 30.00 in addition to our prices.
5.3. Our prices are valid for six months from of the date of the conclusion of the contract. The agreed prices are valid only for the respective concluded contract.
5.4. Price changes are permissible if there is more than six weeks between the conclusion of the contract and the agreed delivery deadline. Should thereafter be an increase in the wages, material costs or market-based cost prices (List price) or should there be a change in the exchange rate until the production time, we shall be entitled to increase our prices in line with the increases in costs.
5.5. The first three deliveries are made only against cash on delivery. Any additional subsequent deliveries are due for payment without any deductions within 30 days net cash after invoicing or an equivalent payment schedule.
5.6. Payment deadlines are deemed to have been met if we can dispose of the amount within the deadline period. Payments to our representatives and/or agents can be made with discharging effect only if they can provide a written authorisation to collect.
5.7. Should the Buyer be in default with his payment obligations in whole or in part he must pay, without prejudice to our other further claims and starting with this point in time a default interest in the amount of annually 5 percent points above the basic interest set by the European Central Bank, unless we can demonstrate higher damages.
5.8. For every written dunning of an invoice upon occurrence of a default, we are entitled to demand a processing flat rate fee of EUR 5.00.
5.9. The offsetting or retention by the Buyer is excluded, unless his offsetting or retention is undisputed, is legally established or arises from the same contractual relationship. We are entitled to prevent the exercise of the retention right by providing guarantee, even without security.
5.10. Should the Buyer stop his payments, should there be an over-indebtedness or if an application is filed for opening insolvency proceedings or should the Buyer be in default with the payment of due bills of exchange or checks, our total claim shall be due for payment without delay. The same applies in case of other essential impairment of economic circumstances of the Buyer. In this case we shall be entitled to demand sufficient security deposit and to withdraw from the contract.


6. Retention of title  

6.1. The goods remain in our ownership until the fulfilment of all claims against the Buyer available to us under the business relationship (reserved goods), even if individual items have been paid for. Pledging or security assignment of the reserved goods is not allowed.
6.2. If the reserved goods are resold or transferred to us - permissible in the course of normal business operations - the Buyer shall assign to us future claims against his customers as a precautionary measure until all claims arising from the business relationship have been settled, without this requiring a special statement at a later date; the assignment also covers the balance claims resulting in the course of existing current account relationships or with the termination of such relationship of the Buyer with his customers. If the reserved goods are resold or transferred together with other items, without having agreed on an individual price for the reserved goods, the Buyer shall assign to us that part of the total price claim with priority over the other claims or the total claim obtained for the transfer, which corresponds to the value of the reserved goods invoiced to us. The Buyer is authorised to the collection of the assigned claims from the resale or transfer until further notice; he is not entitled, however, to dispose of them in another manner, e.g. through assignment. At our request, the Buyer shall inform the customer regarding the assignment and provide us with documents required for asserting the rights against the customer, e.g. invoices, and to share the required information. The Buyer bears the cost for collection and intervention. If the Buyer receives bills of exchange based on the authorisation granted to him to collect assigned claims, the ownership of these papers is transferred to us with the vested right as security. The transfer of bill of exchange is replaced by agreement, which the Buyer takes into safeguarding for us and then delivers to us properly endorsed without delay. In the event that the equivalent value of the claims assigned to us in checks is received by the Buyer or a bank of the Buyer, the latter is obligated to reporting the receipt and to transfer without delay. The ownership of the checks is transferred to us with the vested right as soon as they are received by the Buyer. The transfer of papers is replaced by agreement, which the Buyer takes into safeguarding for us and then delivers to us properly endorsed without delay.
6.3. Should the Buyer process the reserved goods, transform them or combine them with other items, the processing, transforming or combining shall be done for us. We shall be the direct owner of the items produced by way of processing, transforming or combining. Should this not be possible for legal reasons, we and the Buyer agree that we shall become the owner of the new item at any time during the processing, transforming or combining. The Buyer stores the new item for us with the due diligence of a prudent businessman. Items created through processing, transforming or combining are considered reserved goods. With processing, transforming or combining with other items not belonging to us we acquire ownership of the new item in the amount of the share resulting from the ratio of the invoice value of the processed, transformed or combined reserved goods to the value of the new item. In case of sale or leasing of the new item the Buyer shall herewith assign to us his claim arising from the sale or leasing against his customers with all ancillary rights as a precautionary measure, without this requiring further declarations at a later time. The assignment, however, applies only for the amount that corresponds to the value invoiced by us for the processed, transformed or combined reserved goods. That portion of the claim which has been assigned to us has priority over the remaining claim.
6.4. If the reserved goods are combined by the Buyer with real estate or moveable items, the Buyer shall also assign to us the claim he is entitled to as a precautionary measure, without this requiring further declarations at a later time.
6.5. Should the Buyer fail to meet his payment obligation or payment of due bills of exchange or checks in whole or in part, should there be an over-indebtedness or if an application is filed for opening insolvency proceedings, we shall be entitled to take immediate possession of all the goods in our ownership; we shall also be entitled to assert further rights arising from the retention of title. The same applies in case of other essential impairment of economic circumstances of the Buyer. The Buyer grants us or those commissioned by us access to all his business premisses during business hours. The demand for handover or possession does not imply withdrawal from the contract. We are entitled to make use of the reserved goods with the due diligence of a prudent businessman and to settle outstanding claims from their proceeds.
6.6. Should the value of the security exceed our claims against the Buyer from the ongoing business relationship by more than 20%, we shall be obligated to release the security to which he is entitled at his request.
 

7. Claims of the Buyer in case of defects

7.1. As a rule, only our product description or that of the manufacturer applies as quality of the goods. Public statements, promotions or advertisements of the manufacturer do not constitute contractually specified quality of the goods.
7.2. The Buyer is obligated to meet his inspection and notification obligations under Section 377 HGB (German Commercial Code). Goods delivered by us are deemed to be contractually approved, if we do not receive a notification from the Buyer within 14 days from the receipt of the goods, but no later than 18 days after their delivery ex works, in which it is specifically reported as to which complaint is being raised; this does not apply to hidden defects. Differences in quantity for mass-product items of less than 5% do not establish entitlement to defect complaint. Unless agreed otherwise in writing, our deliveries are made according to the existing standard at the time of ordering.
7.3. At our discretion, the claims are limited to removal of defects or delivery of a defect-free item (subsequent performance). Should the subsequent performance fail, the Buyer is entitled to reduce the price or withdraw from the contract at its discretion.
7.4. Liability for defect caused by unsuitable or improper use, faulty installation - in particular by non-compliance with installation instruction - or start-up by the Buyer or third party, natural wear and tear, faulty or negligent handling, unsuitable operating materials, replacement materials, chemical, electro-chemical, electric or weather conditions, is excluded, unless they are due to our fault. Items with galvanised or nickel-plated contacts must be processed within 6 months of the delivery date, as solderability can no longer be guaranteed thereafter.
7.5. Further claims of the Buyer due to criminal liability for consequential damages caused by defects are generally excluded. This does not apply to claims based on intentional or gross negligence on our part or our vicarious agents as well as in case of injury to life, body and health caused by an intentional or negligent breach of obligation on our part or our vicarious agents. The right of the Buyer to withdraw from the contract remains unaffected.
7.6. The warranty period for material and legal defects is 1 year. The statutory period of limitation applies to damage compensation claims for intentional or gross negligence as well as in case of injury to life, body and health caused by an intentional or negligent breach of obligation on our part or our vicarious agents.
7.7. We do not provide the Buyer with statutory guarantees. Manufacturer guarantees remain unaffected.
 

8. Liability  

We are liable for damage compensation claims of the Buyer as follows:
a) Liability for personal injuries is based on statutory provisions.
b) Liability for property damage is limited to EUR 250,000.00 for each damage event and EUR 500,000.00 in total.
c) Liability for financial losses including indirect damages and lost profits is excluded.
Limitation of liability under b) and exclusion of liability under c) do not apply, if there is mandatory liability in case of damages to privately used items in accordance with Product Liability Act or in case of intentional or gross negligence or breach of essential contractual obligations or the absence of guaranteed properties for contractually typical and foreseeable damages.
 

9.  Performance reservation/Embargo clause 

9.1. Our performance of the contract is subject to the proviso that there are no obstacles to fulfilment due to national or international regulations of foreign trade law as well as no embargoes and/or other sanctions. In particular, the Buyer is obligated to refrain from doing business
(a) with persons, organisations or institutions that are on a sanction list in accordance with national prohibition lists, EC regulations or US export provisions,
(b) with embargo states, which are prohibited,
(c) for which required approval is not available or not applicable,
(d) which are in any way linked to the support, development, production and use of chemical, biological or nuclear weapons of mass destruction.
9.2. The Buyer is obligated in particular to notify us in writing immediately and unsolicited if he intends to deliver our products or services to regions or to use/utilise them in the regions that are subject to such provisions. He shall indemnify us against all legal consequences resulting from the breach of such provisions and provide compensation in the required scope for any resulting damages.
9.3. The Buyer assures that he is not on US, European or national prohibition lists (e.g.: “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and Blocked Persons”) and is not linked to the support, development, production or use of chemical, biological or nuclear weapons of mass destruction. The Buyer shall compensate us for all damages resulting from the breach of this assurance and indemnifies us against any third-party claims in this regard.
9.4. Should the Buyer breach the above obligations and assurances and a contract has already been concluded, we shall not be obligated to the performance of the contract. In addition, we are entitled to withdraw or to terminate the contract with immediate effect, without this establishing any claims against us for the Buyer. Should the Buyer breach the above obligations and assurances and a contract has already been concluded, our declaration relating to the conclusion of a contract is deemed to have been withdrawn with immediate effect and retroactively.
     

10. Other, Place of performance, Jurisdiction 

10.1. Verbal side agreements are considered as part of the contract only if we have confirmed them in writing.
10.2. Should a clause from these contractual conditions be void and/or invalid in whole or in part, this shall not affect the remaining provisions. The invalid provision shall rather be replaced by a valid provision that comes closest to its economic intention.
10.3. If the Buyer is a businessman, Munich shall be the exclusive place of jurisdiction. The same place of jurisdiction applies if the Buyer has no general place of jurisdiction in the Republic of Germany at the time of initiation of legal proceedings. The Buyer is however entitled to appeal to any legally competent court.
10.4. The law of the Federal Republic of Germany applies. The Hague Convention of 01/07/1964 regarding the uniform laws on the international sales and the United Nations Convention of 11/04/1980 regarding contracts on international purchase of moveable property are not applicable.


Valid as of: 01.12.2021
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Terms of Purchase of YAMAICHI ELECTRONICS Deutschland GmbH and YAMAICHI ELECTRONICS Deutschland Manufacturing GmbH ‐ updated 12/2021    

applicable in business transactions with companies within the meaning of Section 14 BGB, legal persons under public law and special funds under public law (hereinafter “Supplier”),  

1.  General  

Our Terms of Purchase apply exclusively for all current and future business relationships with Suppliers, even if they are not referred to again with the respective conclusion of contract. We do not recognise General Terms and Conditions or Terms of Sale of the Supplier that are contrary to or supplement our Terms of Purchase, unless we have expressly consented to their validity in writing. The acceptance of the goods or services (hereinafter: Contractual Item) or their payment does not constitute consent.
 

2.  Conclusion of the contract and amendments to the contract

2.1. Orders, contracts, and delivery schedules as well as their amendment and supplement require the written form to be valid.
2.2. Verbal agreements of any kind - including subsequent amendments and supplements of our Terms of Purchase - require our written confirmation to be valid.
2.3. The written form requirement is also met through data transmission or fax.
2.4. Cost estimates are biding and not reimbursable, unless expressly agreed otherwise.
2.5. Should the Supplier fail to accept the order within one week of the receipt, we shall be entitled to withdraw free of charge.
2.6. Delivery schedules in the course of an order and request schedule are binding, if the Supplier does not object within two working days of the receipt.
2.7. The Technical Supply Agreement of YAMAICHI ELECTRONICS are part of the contract, unless the contract indicates that these are not relevant.
 

3.  Delivery and exceeding of delivery deadlines

3.1. Deviations from our contracts and orders are permissible only upon our prior written consent.
3.2. Agreed dates and periods are binding. The receipt of the goods is decisive for compliance with the delivery date or the delivery period. If the delivery is not agreed “ex works” (DAP or DDP as per INCOTERMS® 2021), the Supplier shall prepare the goods in time taking into account the time to be agreed with the carrier for loading and shipping.
3.3. If the Supplier has taken over the installation and assembly and nothing else has been agreed, the Supplier shall bear all necessary ancillary costs such as travel expenses, provision of the tool and daily allowances, unless stipulated otherwise.
3.4. If the agreed deadlines are not met, we shall be entitled, after the expiry of a reasonable grace period, to withdraw from the contract by way of a written declaration. Otherwise, the Supplier is obligated to compensation for the resulting lump sum damage caused by the delay: For each working day of the delay, a contractual fine in the amount of 0.5 %, but no more than 5 % of the respective total order amount shall be forfeited. Both contracting parties reserve the right to demonstrate the occurrence of a greater or lesser damage. Otherwise, the claims for which we are legally entitled to remain reserved.
3.5. Should the Supplier foresee difficulties with regards to the production, raw material supply, compliance with delivery deadlines or similar circumstances, which could prevent him from timely delivery or delivery in the agreed quality, the Supplier shall notify our ordering department without delay.
3.6. The unconditional acceptance of delayed delivery or service does not imply the waiver of our entitlement to damage compensation claim resulting from the delayed delivery or service; this applies until the full payment of the remuneration owed by us for the delivery or service in questions.
3.7. Partial deliveries are not permissible as a rule, unless we have expressly agreed to them or when they are reasonable for us.
3.8. Unless evidence to the contrary is presented, values determined by our incoming goods inspection shall be valid for quantities, weights and dimensions.
3.9. We are entitled to the right of use to the software as part of the scope of delivery of the product, including is documentation, to the extent permissible by law (Section 69a et seq. UrhG (German Copyright Act)).
3.10. We are also entitled to the right of use to such software including documentation with the agreed performance characteristics and to the extent required for contractual use of the product. We are also entitled to make a backup copy without express agreement.
 

4.  Force Majeure

4.1. Force majeure, non-culpable malfunctions, civil unrest, official measures and other unavoidable events release us from the obligation to timely acceptance for the duration of their existence. During such events and within two weeks after they ending we are entitled, without prejudice to our other rights, to withdraw from the contract in whole or in part, to the extent that these events are not of insignificant duration and our need is significantly reduced due to other procurement that is therefore necessary.
4.2. Regulations of Clause 4.1 also apply in the vent of industrial disputes and pandemics.


 5.  Notice of dispatch and invoice

Information contained in our orders and delivery schedules apply. A simple copy of the invoice stating the invoice number and other assignment features are to be sent to the respective printed address; they should not be attached to the consignments.
 

6.  Pricing and transfer of risk 

Unless otherwise agreed, the prices are for the provision at the destination specified by us (DAP as per INCOTERMS® 2021) including packaging. Sales tax is not included. The Supplier shall bear the risk of material damage until the acceptance of the goods by us or our agent at the place to which the goods are to be delivered in accordance with the order.
   

7.  Terms of payment

Unless otherwise agreed, the invoice is settled either within 14 days with a deduction of 2% or within 30 days without any deduction from the due date of the payment claim and receipt of both the invoice and the goods or provision of the service. Payment is made subject to verification of the invoice.
  

8.  Claim for defects and recourse

8.1. Acceptance is made subject to an inspection for absence of defect in accordance with the according to the circumstances of a proper business process to determine whether contractual item corresponds to the ordered type and whether there are externally noticeable transport damages or externally noticeable defects. We are not subject to further inspection obligations. Obvious defects are deemed to have been reported by us in good time within the meaning of Section 377 HGB (German Commercial Code), if they are reported to the Supplier within 2 weeks of receipt of the contractual item. If this concerns a hidden defect, the period starts with the discovery of the defect.
8.2. In addition, the statutory provisions for material and legal defects including the statutory regulations for Supplier recourse as per Section 445a, 445b, 478 BGB (German Civil Code) apply, unless regulated otherwise bellow.
8.3. As a rule, we are entitled to choose the type of subsequent performance. The Supplier can reject the type of subsequent performance chosen by us, if the latter is only possible with disproportionate costs.
8.4. If the Supplier fails to start with remedying the defect immediately after our request to remedy the defect, we shall be entitled in urgent cases, in particular to prevent acute dangers or avoid major damage, to perform this ourselves or have it done by a third party at the expense of the Supplier.
8.5. In case of legal defects, the Supplier shall indemnify us against possible claims of third parties, unless he is not responsible for the legal defect.
8.6. Except in cases of fraudulent intent, defect claims become statute-barred within 3 years, unless the item is used for a building in line with its normal use and has caused its defectiveness. The limitation period begins with the delivery of the contractual item (transfer of risk).
8.7. Should the Supplier meet its subsequent performance obligation by way of substitute delivery, the limitation period for the delivered goods starts to run again after their delivery, unless the Supplier has expressly and properly reserved the right to substitute delivery only out of goodwill in order to avoid disputes or in the interest of continuation of the supply relationship.
8.8. Should we incur costs resulting from the defective delivery of contractual items, in particular transport, journey, labour, installation, removal, material costs or costs for an incoming goods inspection that exceeds the usual scope, the Supplier shall bear these costs.
8.9. The acceptance of the contractual item and the payment does not constitute acknowledgement of proper performance.          
 

9.  Product Liability

9.1. If the Supplier is responsible for product damage within the meaning of the Product Liability Act or Section 823 et seq. BGB (German Civil Code), he is obligated to compensate us for all damages incurred or to indemnify us against third party claims for damages at our first request, as if the cause lies within the scope of his control and organisation and would be held liable himself in the legal relationship with third parties. The principles of Section 254 BGB (German Civil Code) apply in the event of contributory negligence or contributory cause on our part.
9.2. In cases under Claus 9.1, the Supplier assumes all costs and expenses, including the costs for any required legal prosecution or defence.
9.3. Otherwise, the statutory provisions apply.
9.4. Prior to any recall campaign, which is partially or as a whole the result of a defect in contractual item delivered by the Supplier, we shall inform the Supplier and grant him the opportunity to cooperate and consult with him regarding an efficient implementation, unless informing of the Supplier or his participation is not possible due to particular urgency. If the recall campaign is the result of a defect in the contractual item delivered by the Supplier, the Supplier shall bear the costs of the recall campaign.
9.5. The Supplier is obligated to maintain a product liability insurance with adequate coverage. Our claims for damages exceeding the insured sum remain unaffected. The Supplier is obligated to provide written proof of adequate insurance coverage at any time upon request.
 

10.  Withdrawal and termination rights

10.1. In addition to the statutory withdrawal rights we are also entitled to withdraw from or terminate the contract with immediate effect, if

  • the Supplier has ceased to deliver to his customers,
  • a significant deterioration in the Supplier's financial circumstances occurs or threatens to occur and this endangers the fulfilment of a delivery obligation towards us,
  • the Supplier becomes insolvent or over-indebted, or
  • the Supplier ceases to make payments.

10.2. We are also entitled to withdrawal or termination, if application is filed to open insolvency proceedings or comparable proceedings for debt settlement over the assets of the Supplier.
10.3. If the Supplier has performed a partial performance, we shall be entitled to withdraw from the entire contract, if we have had any interest in the partial performance.
10.4. If we withdraw or terminate the contract based on the above mentioned contractual withdrawal or termination rights, the Supplier shall compensate us for the resulting damages, unless he is not responsible for the occurrence of withdrawal or termination rights.
10.5. Statutory rights and claims shall not be restricted by the regulations contained in Clause 10.
 

11.  Execution of works

Liability for accidents that occur to persons on factory premises is excluded unless this was caused by an intentional or grossly negligent breach of obligation by our legal representatives or vicarious agents.
 

12.  Provision 

Materials, parts, containers and special packaging provided by us remain our property. These may only be used as intended. The processing of materials and the assembly of parts is done for us. It is agreed that we shall become co-owners of the products made using our materials and parts, which are stored for us by the Supplier, in the ratio of the value of the materials provided to the value of the entire product.
  

13.  Documentation and Confidentiality  

13.1. All business or technical information (including features that can be found in any items, documents or software handed over and other knowledge or experience), unless they are public knowledge, must be kept secret from third parties and must be made available only to those persons at Supplier's company who need to consult them for their use for the purpose of delivery to us and who are also equally obligated to maintain secrecy; they remain our exclusive property. Such information, except for deliveries to us, may not be reproduced or used commercial without our prior written consent. At our request, all information provided by us (including any copes or records made) and loaned items must be returned immediately and in full or be destroyed.
We reserve all rights to such information (including the copyrights and the right to register industrial property rights, such as patents, utility model, etc.). If these are made available to us by third parties, this reservation of right also applies in favour of these third parties.
13.2. Products that the contractor manufactures according to documents drafted by us, such as drawings, models or the like or according to our confidential information or with replicated tools may not be used by the Supplier himself, nor offered or delivered to third parties. This applies to our print jobs accordingly.


14.  Export Control and Customs  

14.1. The Supplier is obligated to inform us in his business documents regarding any licensing obligations for (re)exports of his goods in accordance with German, European, US export and customs regulations as well as export and customs regulations of country of origin of his goods. For this purpose, the Supplier shall provide at least the following information in its offers, order confirmations and invoices for the respective goods items:

  • the export list number in accordance with Annex AL to the German Foreign Trade Ordinance or comparable list items in relevant export lists,
  • for US goods the ECCN (Export Control Classification Number) according to the US Export Administration Regulations (EAR),
  • trade-policy place of origin of its goods and the components of its goods, including technology and software,
  • whether the goods were transported through the USA, manufactured or stored in the USA, or manufactured with the help of American technology,
  • the statistical commodity number (HS code) of his goods, as well as
  • a contact person in his company in order to clarify any queries we may have.

At our request, the Supplier is obligated to provide us with all other foreign trade data for his goods and their components in writing and to inform us immediately regarding all changes to existing data in writing (prior to delivery of the goods affected herewith).
14.2. Our performance of the contract is subject to the proviso that there are no obstacles to performance due to national or international regulations of foreign trade law and no embargoes and/or other sanctions.
The Supplier guarantees to refrain from all business transactions
(a)   with persons, organisations or institutions that are on a sanction list in accordance with national prohibition lists, EC regulations or US export provisions,
(b)   with embargo states, which are prohibited,
(c)   for which required approval is not available or not applicable,
(d)   which are in any way linked to the support, development, production and use of chemical, biological or nuclear weapons of mass destruction.
Furthermore, the Supplier assures that he or his employees and/or Suppliers are not on US, European or national prohibition lists (e.g.: "Entity List", "Denied Persons List", "Specifically Designated Nationals and Blocked Persons") are not linked with the support, development, production or use of chemical, biological or nuclear weapons of mass destruction.
Should the Supplier breach this assurance and a contract has already been concluded, we shall not be obligated to the performance of the contract. In addition, we are entitled to withdraw from or terminate the contract with immediate effect. In addition, the Supplier is obligated to reimburse us for all damages, including expenses, resulting from a breach of this assurance and indemnify us against any third-party claims in this regard.
Should the Supplier breach this assurance and a contract has already been concluded, our offer is deemed to have been withdrawn with immediate effect and retroactively. We are not obligated to conclude a contract. In addition, the Supplier is obligated to reimburse us for all damages, including expenses, resulting from a breach of this assurance and indemnify us against any third-party claims in this regard.

 

15.  Compliance  

15.1. The Supplier agrees to comply with current statutory regulations for dealing with employees, environment and occupational safety and contribute to reducing adverse effects on persons and environment in his activities. The Supplier shall observe the basic principles of UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in recruitment and employment, responsibility for the environment and the prevention of corruption. Further information on the UN Global Compact Initiative is available www.unglobal.
15.2. In the event that the Supplier repeats and/or conducts unlawfully despite a proper notification and does not provide proof that the violation of the law has been remedied to the extent possible and has taken reasonable precautions to prevent future violations of the law, we reserve the right to withdraw from existing contracts or to terminate them without notice.  
 

16.  Place of Performance  

The place of performance is the place to which the goods are to be delivered in accordance with the order or where the service is to be provided.
 

17.  General Provisions

17.1. Should a provision of these terms and conditions and other agreements be or become ineffective, this shall not affect the validity of the remaining conditions. The contracting parties are obligated to replace the ineffective provision with a provision achieving nearly the same economic success as the replaced one.
17.2. The law of the Federal Republic of Germany applies exclusively for the contractual relationship to the exclusion of the conflict of laws and the UN Sales Convention (CISG).
17.3. Munich is the place of jurisdiction for all legal disputes arising directly or indirectly from the contractual relationship, on which these terms of purchase are based. At our discretion, we are also entitled to take action against the Supplier at the competent court of its registered office or branch or at the court of the place of performance.


Edition 12/2021
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