General terms and conditions of purchase >

General Delivery and Payment Conditions

1. Scope

The General Terms and Conditions apply to all our offers, contracts, deliveries and other services (hereinafter referred to as “delivery“), including all future business relations, even if they are not explicitly agreed again. The Terms and Conditions shall be considered as accepted when placing the order or upon receipt of goods at the latest. We hereby expressly reject any terms and conditions to the contrary set by our customer; they shall only be applicable with our express written approval. Invalidity of individual provisions does not affect the validity of these Terms and Conditions in other respects.

 

2. Conclusion of contract, documents, industrial property rights

2.1       Our offers are not binding. A contract shall be only effective if we confirm the order in writing. The type and scope of our delivery are defined solely and exclusively by our written order confirmation. If the order is not confirmed by us in writing, the contract shall be effective upon the execution of the order at the latest. Any statements made by our employees orally or by telephone shall be legally valid only if confirmed in writing

2.2       Performance of the contract by us shall be conditional upon no obstacles arising from national or international regulations of foreign trade law or the law relating to chemicals or the environment as well as no embargos (and/or other sanctions) hindering the performance.

2.3       We reserve all property rights and copyrights of cost estimates, drawings, designs, and other documents; these may be made available to third parties only with our approval. Drawings and other documents provided as part of an offer must be returned to us on request at any time; this is mandatory when the order is not placed with us. If we have delivered items according to drawings, models, samples or other documents supplied by the customer, the latter shall ensure that industrial property rights of third parties are not infringed upon. If a third party, referring to proprietary rights, prohibits in particular the manufacturing and delivery of such items we shall be entitled to suspend all relevant activities and to claim damages without being obliged to examine the legal position. In addition, the customer undertakes to indemnify us immediately from third-party claims related to the documents made available to us.

2.4       We reserve the right to charge the costs for samples and testing parts as well as tools required for their manufacturing. We shall invoice for the manufacturing costs for tools required for serial production, unless agreed upon otherwise. We shall retain title to all tools in any event, even if their manufacturing costs have been wholly or partly assumed by the customer

2.5       For call orders we shall be entitled to procure materials for the entire order and to manufacture the total order quantity immediately. Any customer requests for changes after the order has been placed can therefore no longer be taken into consideration unless expressly agreed upon otherwise in written form.

 

3. Specification of services; Supplier

3.1       The quality of the delivery and service item shall be conclusively determined by the features expressly outlined in the technical data sheet and safety data sheet of the product; other or different performance characteristics of the deliveries and services are not agreed. Any warranty going beyond this express agreement on properties, e.g. for a specific purpose or particular suitability, duration of use, durability, functionality, compatibility, other subjective or objective requirements or compliance with samples, is only assumed if and to the extent that this has been expressly agreed in writing. Otherwise, the risk of suitability and use shall exclusively be on the part of the customer. We shall reserve any customary or technically unavoidable deviations from physical and chemical quantities, including colors, formula, recipes, processes and the use of raw materials as well as order sizes, as far as this may not be accepted as unreasonable by the customer.

Assembly and other instructions as well as specifications or recommendations for storage, installation, tests, operation or maintenance (hereinafter referred to as “instructions”) going beyond the information contained in the product information and safety data sheets are only part of the delivery item and must only be handed over if this has been expressly agreed. We are entitled to hand over these instructions with the delivery, or to refer to them in delivery documents (e.g. by referring to corresponding websites). The customer is obliged to follow the instructions and to observe the relevant regulations such as e.g. DIN standards or other industry standards.

This warranty and all rights arising therefrom under this contract are exclusive. There are no further warranty rights, neither explicitly nor implicitly, neither based on advertising claims, implied actions nor commercial usage. As far as this is permissible according to the relevant legal provisions, all further statutory warranty rights are hereby excluded, in particular those that relate to an average subjectively or objectively expected quality, suitability for a certain purpose, a certain type of use or freedom from third party rights.

3.2       Details of the goods and services to be supplied (e.g. provided in catalogues, product information sheets, electronic media or on labels) is based on our general experience and knowledge and are thus reference values or markings only. These product details as well as expressly agreed features/purposes shall not relieve the customer of the need to test the product for the intended purpose.

3.3       Details on quality and possible uses of our products do not include any warranties or binding assurances, unless these are expressly specified as such in writing.

 

4. Delivery and delivery time

4.1       Delivery time information – even if a delivery date has been agreed upon with the customer – is only approximate and not binding, unless the delivery date has been fixed explicitly as binding in writing. A confirmed delivery date is subject to the correct, complete and timely delivery of the goods to us by our suppliers. The delivery deadline shall be considered as met if prior to deadline expiry the delivery item has left our factory or if we have informed the customer that the order is ready for shipment. The delivery deadline shall remain ineffective as long as the customer has not properly fulfilled its obligations, such as, for example, providing technical data and documents, approvals as well as making a down payment or providing a payment guarantee as and if agreed upon in writing.

4.2       We shall be entitled to deliver by partial deliveries.

4.3       Acts of God or other events beyond our control that render the timely execution of accepted orders impossible shall relieve us of our delivery commitment as long as these events prevail.

4.4       It is in principle not possible to return sold goods free from defects.

4.5       If the customer does not meet its payments and other obligations, or if it suspends its payments, or if execution proceedings (enforcement proceedings) are pending against it or if bankruptcy or settlement proceedings are opened regarding its assets, we shall be entitled to suspend deliveries immediately and to refuse the performance of current contracts unless the customer executes counter performance or, on our request, provides appropriate securities.

4.6       All risks, including of accidental loss, shall pass to the customer at the time of performance (transfer of risk). The time of performance applicable to the specific delivery shall be in accordance with the Incoterm included in the order confirmation for the subject matter delivery.

 

5. Securities

5.1       We shall reserve title to all goods supplied by us until all existing claims, including conditional and subsidiary claims, maintained by us against the customer based on our business relationship have been satisfied.

5.2       The customer shall be entitled to resell or process the purchased item or mix or combine it with other goods in the scope of its ordinary business only; however, it will thus now assign to us all its claims resulting from resale, processing, mixing, combining or other causes in law related to the purchased item (in particular from insurance contracts or unlawful acts) in the amount of the mutually agreed final invoice total (incl. VAT). The same applies if an item is not sold but subject to a contract for work and materials or a contract for work and services.

5.3        The retention of title shall extend to the full value of the products ensuing from the processing, mixing or combining of our goods and we shall be deemed to be the manufacturer. If third parties retain title in case of processing, mixing, or combination with good of third parties, we shall obtain co-ownership in the ratio to the objective values of these goods. If our ownership ceases as a result of combining or mixing, the customer shall transfer to us now its ownership and/or expectant rights to the new stock or item to the extent of the invoice value of goods delivered by us and shall hold them in custody on our behalf at no charge.

5.4       The customer shall be authorized to collect debt claims from the resale despite the assignment, as long as we have not revoked this authority. We will not collect debt claims ourselves, as long as the customer meets its payment obligations with us in due course. Upon our first written request the customer shall be obliged to inform us about the debtors of assigned claims as well as to notify debtors of the assignment.

5.5       We shall be entitled to revoke the customer’s authority for resale according to point 5.2 and to collect assigned claims with immediate effect if the customer is in arrears with payments to us, experiences a shortage of liquid funds due to a significant deterioration of financial circumstances or does not carry out mutually agreed contractual obligations properly. If bankruptcy or settlement proceedings have been filed regarding the customer’s assets, the customer discontinues any payments, execution proceedings (enforcement proceedings) or comparable proceedings are pending against it, it has payment difficulties, or if due to a shortage of liquid funds a change of ownership occurs in the customer’s business, the authority for resale and collection of assigned claims will cease automatically.

5.6       The customer shall hold our (jointly) owned materials in custody on our behalf at no charge with due care and diligence as a prudent businessman and shall insure them against fire, burglary and other usual risks.

5.7       Any pledge or assignment as security by the customer of goods delivered under reservation of ownership is forbidden. Prior to any pledge or any other infringement of our ownership rights by third parties, the customer shall notify us immediately and confirm the right of ownership in writing both to us and the third parties. Any residual costs arising from resulting legal action despite our winning a case shall be covered by the customer.

5.8        If the customer violates the contract, in particular by delays in payment, we shall be entitled to recover the goods; the customer hereby gives its advance consent to this recovery in such case. The recovery shall be considered as a withdrawal from the contract only if explicitly stated by us. All costs incurred by the recovery (in particular transport costs) shall be charged to the customer. The customer may demand the delivery of goods recovered without an express notice of withdrawal only once the purchase price and all costs have been fully paid.

5.9       Securities which we are entitled to shall not be accounted for so far as the value of our securities exceeds the nominal amount of claims to be secured by 20%.

 

6. Prices and payment

6.1       Our prices are quoted in Euro before VAT and DAP incoterm at the domicile of the customer, unless agreed otherwise.

6.2       Unforeseen changes in costs for raw materials, wages, energy and others beyond our control shall entitle us to adjust prices accordingly. For partial deliveries each partial delivery may be invoiced separately. If no prices have been agreed at the completion of contract, our delivery day prices shall be applicable.

6.3       Our invoices are due immediately and payable without discount, unless agreed otherwise.

6.4       We shall not be obliged to accept bills, cheques and other promises to pay, their acceptance shall at all times be on account of performance.

6.5       The receipt of payment date shall be the day on which the amount is in our possession or has been credited to our bank account. In case of delays in payment by the customer we shall be entitled to charge an annual rate of interest of 8% above the base interest rate pursuant to section 352 of the Austrian Turnover tax Act [UGB] for the duration of the delay. This shall not restrict the right to claim additional damage.

6.6       In case of the customer’s payment delay we may additionally choose to call outstanding purchase price instalments or other existing claims against the customer due as well as to make future deliveries under this or other contracts dependent on an advance security or a contemporaneous payment against delivery.

6.7       Advance or part payments are non-interest bearing.

6.8       The customer may set off or withhold payments only if its counterclaim is undisputed or has been recognized by declaratory judgement.

6.9       The customer waives the right to rescind the contract on account of gross disparity (section 934 of the Austrian Civil Code [AGBG].

 

7. Claims for defects

7.1       We shall be liable for defects of goods delivered by us only according to the following stipulations:

7.2       The customer shall properly fulfil its duties regarding inspection and lodging complaints pursuant to sec. 377 et seq. of the Austrian Commercial Code [UGB]. The goods or the work must be inspected immediately after their delivery or handover. If any defects are thereby detected, we are to be made aware of these faults and notified in writing of the type and extent of the fault immediately – latest within 3 working days after delivery or handover of the goods. Hidden defects must be notified to us immediately, no later than 3 days after their detection, stating the nature and extent of the defect. If defects are not specified in writing within the period stipulated, the goods shall be deemed to have been accepted. Warranty claims or claims for compensation or avoidance on account of mistake owing to defects shall not be recognized in these cases. Warranty claims or claims for damages shall likewise become extinguished if the parts affected by the defect were modified by the customer or a third party.

7.3       If defective goods are delivered we shall be given the opportunity, prior to manufacturing (processing or installing), to sort out such goods and rectify the defect or to make an additional delivery, unless this cannot reasonably be expected from the customer. In case we are unable to accomplish this or fail to conform with it in due course the customer may rescind the contract to this extent and return the goods at our risk. In urgent cases it may, after consulting with us, correct the defects itself or have this done by a third party. Expenses incurred by this shall be reimbursed by us according to point 8.

7.4       If the defect comes to light only after the start of manufacturing, despite the fulfilment of duties according to point 7.1, the customer may demand subsequent performance (rework or substitute delivery by our choice).

7.5       In the case of substitute delivery the customer is obliged to return the defective material on request.

7.6       Claims for rescission of contract or reduction of purchase price shall be granted only if the defect cannot be remedied within an appropriate period, if subsequent performance will incur unreasonable expenses, is unacceptable or must be considered as failed for other reasons. The customer shall, however, have no right to rescind the contract in case of minor defects.

7.7       The customer shall allow us to promptly inspect any rejected goods, in particular these shall be made available to us on request and at our cost. If complaints are unfounded we shall reserve the right to charge transport costs and inspection expenses to the customer.

7.8       Claims for defects do not exist and will not be accepted by us if the defect originates from  a violation of operating, maintenance and installation instructions, improper use or storage, faulty or negligent handling or assembly, natural wear and tear or tampering with the delivery item by the customer or a third party.

7.9       Damages, compensation and reimbursement of expenses may only be claimed according to point 8.

7.10     Claims for defects of the delivered products shall lapse 1 year after delivery of the product. For products other than new goods, delivered as mutually agreed upon, the customer may not make any of the aforementioned claims.

7.11      For products other than new goods, delivered as mutually agreed upon, the customer may not make any of the aforementioned claims.

 

8. Liability

8.1       We shall be liable for any damages in accordance with the provisions of sections 1295 et seq. of the Austrian Civil Code [AGBG] or section 349 of the Austrian Commercial Code [UGB] insofar as we, our employees or vicarious agents are charged with intent or gross negligence.

8.2       For damages resulting from injury to life, body or health, guarantees or violation of material contractual duties (duties which are essential for the performance of the contract and on which the customer has to rely on for the fulfilment of the contract), we shall also be liable for ordinary negligence. In case of a violation of contractually relevant duties our liability shall be limited to the direct average damage, predictable and typical according to the type of goods. Aforementioned stipulation shall also apply to breach of duty by our employees and vicarious agents.

8.3       We shall be liable for the infringement of third parties’ industrial property rights in connection with the sale of our goods only if such third parties’ industrial property rights are valid in the Republic of Austria and have been published at the time of delivery and only to the extent that such third parties’ proprietary rights are infringed upon when using the products as agreed. This shall not apply if we have manufactured the delivery items according to drawings, models, descriptions or other documents or data provided by the customer and if we thus do not or need not have knowledge of any infringement of industrial property rights in connection with products developed by us. In this case our customer is liable for violations of industrial property rights that have already occurred or are yet to occur. In such cases it is obliged to inform us without delay of any potential and alleged cases of infringement of third parties’ industrial property rights which may become known to it, to indemnify us from third parties’ claims and to bear all costs and expenses incurred.

8.4       Claims for price reduction and rights to rescind the contract shall be rejected in so far as the claim for subsequent performance has lapsed.

8.5       Our liability pursuant to the provisions of the Product Liability Act shall remain unaffected by the aforementioned stipulations.

8.6       In other respects, we shall be exempt from liability.

 

9. Compliance with statutory and regulatory requirements, Indemnification

9.1       Unless otherwise agreed in written form, the customer shall be responsible for compliance with applicable statutory and regulatory requirements (including but not limited to requirements relating to the import, transport/shipping, storage, export, resale/distribution, application and use of the goods). The customer shall ensure to be and to remain fully informed about all applicable registration, information, and/or notification obligations and will ensure compliance with any such obligations, including but not limited to obligations relating to the import, transport/shipping, storage, export, resale/distribution, application and use of the goods. The customer guarantees to comply with all applicable statutory and regulatory requirements during our business relationship and to indemnify us against and hold us harmless from any claims or damages based on a breach of this obligation.

9.2.       The buyer undertakes to refrain from the following transactions under all circumstances:

• Transactions involving persons, organisations or institutions listed in sanction lists under the EU-Regulations or US export control laws and regulations.
• Illegal transactions involving embargoed countries.
• Transactions subject to permits, in particular export permits not having been granted such permits
• Transactions related to nuclear, biological or chemical weapons or transactions related to any other military end-use and for which the required permits have not been granted.

9.3       We only provide information relevant for foreign trade law such as the nonpreferential origin as defined by foreign trade law and the customs tariff number in our commercial invoices. We do not issue long-term supplier declarations stating the preferential origin.

The import of goods depends on their non-preferential origin. The declaration of this type of origin does not lead to the granting of tariff benefits.

 

10. Place of performance, legal venue and other agreements

10.1       The customer may assign its claims from the contractual relationship only with our prior consent.

10.2      For all claims from business relations, in particular our deliveries, the place from which performance/delivery is made shall be the place of performance.

10.3      For all claims from business relations, in particular our deliveries, the place of jurisdiction shall be where Deurowood Produktions GmbH has its registered office and the court having jurisdiction for that place. This place of jurisdiction shall also apply to disputes as to the creation and validity of a contractual relationship. We shall, however, have the option to proceed against the customer in appropriate courts at the customer’s place of business.

10.4      The business relations with our customers shall be exclusively governed by the laws of the Republic of Austria to the exclusion of its private international law as far as it refers to the applicability of another legal system. The UN Convention on the International Sale of Goods (C.I.S.G.) and other international conventions on uniform law on the sale of goods shall not be applicable.

10.5       The contract languages shall be expressly German and English, unless agreed otherwise.

General Terms and Conditions of Purchase

1. Scope

1.1      All orders and contracts placed or issued by us (hereinafter referred to as “Order”) at or with entrepreneurs, legal entities under public law, or other legal entities (hereinafter referred to as “Suppliers”) for the purchase of goods as well as work or services (hereinafter referred to as “Deliveries”) are exclusively subject to these Terms and Conditions of Purchase. We hereby explicitly object to any deviating or supplementary conditions set by our Suppliers; they shall not be binding for us and shall not be part of any agreement or contract with us. Our Terms and Conditions of Purchase shall also apply exclusively even if we do not specifically object to the inclusion of our Supplier’s conditions in individual cases or if, although being aware of contrary or supplementary terms and conditions of the Supplier, we accept a delivery without reservation.

1.2      These Terms and Conditions of Purchase also apply to all future transactions with the Supplier, even if they are not expressly agreed upon again.

1.3      The ineffectiveness or unenforceability of individual provisions of these Terms and Conditions of Purchase shall not affect the effectiveness and enforceability of the remaining provisions. The affected provision is to be replaced by a legally permissible provision, which comes closest to the economic purpose pursued with the affected provision.

2. Contract conclusion

2.1     All agreements between the Supplier and us and all orders are only binding for us if they are in written or text form. Any modification, addition, or subsidiary agreement before, at or after the contract conclusion also requires our consent in writing or text form. This form requirement may only be waived in writing or in text form.

2.2     If the Supplier does not accept our order in writing or in text form within a period of two (2) weeks after its receipt, we are entitled to revoke it. Delivery schedules become binding if the Supplier does not object within three (3) working days from receipt. Changes, additions, or other deviations from our orders are only effective if this is expressly and separately pointed out and we expressly agree to them in writing or in text form.

3. Prices and Payment Terms

3.1     The prices stated in the order are fixed prices. The prices include the DAP service and packaging, appropriate transport insurance to be taken out by the Supplier and all other costs of delivery, unless expressly agreed otherwise in writing. This does not include VAT. Unless expressly agreed upon otherwise, all Incoterms used by us refer to the INCOTERMS 2020 published by the International Chamber of Commerce (ICC).

3.2     If the Supplier has taken over the installation, assembly, or commissioning work and nothing else has been agreed in writing, the Supplier shall bear all necessary ancillary costs such as travel costs and costs for the provision of the tools.

3.3     Invoices will only be processed if they are sent to us by separate mail. Each order must be invoiced separately. With our prior written consent, collective invoices are also permitted. Invoices must clearly state the order number specified in our order, the order date, the Supplier number, and our article number.

3.4     Invoices are to be issued in EUR, payments are made exclusively in EUR. For the respective bank account, the Supplier must inform us of the correct IBAN and the corresponding BIC as well as its VAT identification number.

3.5     Payments will be made by means of wire transfer after acceptance of the delivery and receipt of an auditable invoice as well as provision of all documents pertaining to the delivery. If this has been agreed in advance, it is also possible for us to settle accounts in line with the credit note procedure in accordance with the applicable tax laws. Unless otherwise expressly agreed in writing, we will pay without deduction within 30 days of receipt of a proper invoice.

3.6     Without our prior written consent, the Supplier is not entitled to assign all or part of its claims against us or to dispose them in any other way.

3.7     We are entitled to exercise offsetting and retention rights to the extent permitted by law.

4. Delivery dates and delivery conditions

4.1     Time is of essence and delivery dates are an essential part of the contractual relationship. The delivery dates specified in the order or otherwise agreed upon are binding and must be strictly adhered to. The Supplier must notify us immediately in writing of any delay or non-compliance to the agreed delivery dates and deadlines, stating the reasons and the duration of the delay.

4.2     Deliveries must be done in accurate and proper transport package. In addition to the packaging, this also includes proper labeling, so that all components of the delivery can be clearly identified and assigned. Hazardous substances must be completely labeled in accordance with the legal requirements.

4.3     Partial deliveries are to be avoided, if not absolutely necessary, and only permitted if we have expressly agreed to them in writing. Early deliveries are also only permitted with our written declaration of consent. The payment claim, however, is due no earlier than on the originally agreed delivery date.

4.4     Unless otherwise agreed, the delivery must be accompanied by the delivery note and a work’s test certificate, which is in accordance with the European standard valid at the time of delivery, or an internationally recognized test certificate of equivalent value, in which the characteristics agreed upon with the Supplier are listed. Initial deliveries, especially those that have a sample status, must be accompanied by a complete initial sample documentation.

4.5     Deliveries are only possible at the times specified in the order or otherwise agreed upon. All persons in vehicles must be registered when entering our plant. Bringing children or animals into our facility is generally prohibited. Wearing safety shoes is mandatory at the loading and unloading location. The instructions of the security personnel must be followed.

4.6     In the event of a delay in delivery, we may impose a contractual penalty of 1% for each commenced week of delay, but no more than a total of 10% of the order value of the delayed part of the delivery; the Supplier shall have the right to prove to us that no damage or significantly less damage has been incurred. We reserve the right to claim further damages. We are obligated to declare the retention of the penalty no later than upon payment of the invoice, which takes place after receipt of the delayed delivery.

4.7     Events of force majeure which make delivery by our Supplier or the acceptance or use of the delivery at our premises or at our customer’s premises impossible or considerably more difficult shall postpone our obligation to accept delivery in accordance with our actual requirements. The term force majeure shall be defined exclusively in accordance with the statutory provisions of the law applicable to the delivery. In cases of force majeure affecting us or our Supplier, we shall also be entitled, at our discretion, to withdraw from the contract in whole or in part.

5. Place of performance, transfer of risk, acquisition of ownership

5.1      The place of fulfillment is the place according to the order to which the goods are to be delivered or at which the work or service is to be provided. Place of performance for our payments is our registered office.

5.2      The delivery is to be made DAP at the address we provided, or performed there, at the expense and risk of the Supplier. The risk of accidental loss or accidental deterioration of the delivery will transfer to us only with receipt of delivery by us or on our behalf at the agreed place of performance or after final acceptance of the delivery, whichever is later, even if we have agreed to pay the freight charges.

5.3      With the transfer of risk, we acquire ownership of the goods without reservation of any rights for the Supplier.

5.4       In the case of delivery of machinery and equipment, the transfer of risk takes place only after their final acceptance at the place of performance.

6. Liability for defects and other liability

6.1      We check the delivered goods immediately on the basis of the accompanying documents only for identity and quantity as well as for externally recognizable transport damage. We shall notify the Supplier of any defects in the delivery as soon as they are discovered according to the circumstances of our normal course of business within a reasonable period of time after discovery, which is generally at least five (5) working days. In this respect, the Supplier waives the objection of the delayed notice of defect (§ 377 UGB).

6.2     Unless otherwise stipulated in this Clause 6, the Supplier shall be liable in accordance with the statutory provisions, in particular for defects in the delivery, without this liability being limited or excluded in terms of reason or amount, and shall indemnify us against third-party claims in this respect.

6.3     We are entitled to the right to select the type of primary warranty remedy (subsequent performance). The Supplier may refuse the type of primary warranty remedy we choose if it is only possible at disproportionate costs.

6.4     If the Supplier does not begin to remedy the defect immediately after our request to remedy the defect, we shall be entitled in urgent cases, in particular to avert acute danger or avoid major damage, to remedy the defects identified ourselves or have them remedied by third parties at the Supplier’s expense, without the need to set a prior grace period.

6.5     Unless otherwise agreed or unless the statutory provisions provide for longer periods, claims for material defects shall expire 24 months after the sale of the end product to the consumer, but no later than 30 months after delivery to us. The limitation period for work services is 30 months from the date of final written acceptance. If the delivery has been used according to its customary use for a building structure and which caused its defectiveness, the limitation period shall only commence after 5 years. Further statutory rights remain unaffected by this provision.

6.6      In the event of defects in title, the Supplier shall also indemnify and hold us harmless against any existing third-party claims. A limitation period of 10 years shall apply to claims due to defects of title, including indemnification claims pursuant to sentence 1.

6.7     If an incoming goods inspection exceeding the usual scope becomes necessary as a result of defective delivery, the Supplier shall bear the costs thereof.

7. Product Liability

7.1     The Supplier shall indemnify and hold us harmless from and against any third-party claims arising from and in connection with personal injury and property damage if and to the extent that the cause thereof lies within the Supplier’s sphere of control and organization. In this context, the Supplier shall also be obliged to reimburse us for all expenses in accordance with the statutory provisions on management without mandate which we incur as a result of or in connection with a recall campaign or other measures carried out by us.

7.2     The Supplier undertakes to maintain a product liability insurance policy (including extended product liability) with a coverage) of at least EUR 3,000,000 (three million Euros) per lump-sum for personal injury, property, product or financial loss; however, our claims are not limited to the coverage amount.

8. Retention of title, tools

8.1      We reserve title to goods provided by us (e.g. parts, components, semi-finished products).

8.2      The retention of title also extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby these processes are carried out for us so that we are considered the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their property rights remain, we shall acquire co-ownership of the product in proportion to the objective values of the goods.

8.3     Tools made available to the Supplier and tools manufactured by the Supplier on our behalf or ordered from third parties for which we have made a cost contribution shall remain our property or shall become our property upon manufacture or acquisition by the Supplier and shall be clearly marked as our property and stored separately and visibly.

8.4      The Supplier is obliged to store tools for us separately in a visible manner and free of charge, to insure them adequately and to provide us with proof of insurance cover on request. The Supplier is obliged to use the tools exclusively for the manufacture of parts intended for us, unless otherwise agreed. Such consent is hereby granted with regard to the production of parts based on orders from other companies belonging to the Freudenberg Group.

8.5      The Supplier must maintain and service the tools provided at its own expense. At the end of the contract, the Supplier must return the tools to us immediately at our request, without being entitled to any right of retention. When the tools are handed over, they must be in a perfect technical and optical condition corresponding to their previous use. The costs of repair shall be borne by the Supplier. Under no circumstances may the Supplier scrap the tools without our prior written consent.

 

9. Compliance with property rights and regulations
(incl. conditions for social responsibility, supply chain, compliance, sustainability)

9.1      The Supplier warrants that its delivery and its use does not infringe any industrial property rights or other rights of third parties or violate any statutory or regulatory provisions of any kind whatsoever.

9.2      We expect the Supplier to comply with recognized standards of responsible business activities and compliance in its own business activities and with its upstream Suppliers.

           The Supplier has taken note of our Code of Conduct (Code of Conduct of the Freudenberg Group available on the Freudenberg website) and guarantees compliance with at least equivalent internal standards.

          In particular, we expect the Supplier and all parts of the supply chain to comply with the United Nations Guiding Principles on Business and Human Rights, the core conventions of the International Labor Organization (ILO) and the UN Global Compact. The Supplier shall take contractual and organizational precautions to ensure that corresponding obligations are passed on to its upstream Suppliers and by them along the supply chain and are also complied with. Upon request, the Supplier shall provide evidence of this in a suitable manner and shall give us the right to verify this by means of suitable audits.

           Further, the Supplier assures that it maintains a compliance management system that enforces the internationally accepted compliance standards and that its compliance measures ensure compliance with the legal requirements and are sustainable. The Supplier undertakes to take all measures that are necessary and appropriate to prevent legal violations by its company, its legal representatives, employees, subcontractors, consultants or other third parties commissioned by it against the provisions of the laws and regulations on bribery, corruption, money laundering, cartels, competition, customs and foreign trade, employees, occupational safety, environmental protection and health protection. It also ensures sustainability in the areas of the environment (consumption of raw materials and natural resources, use of recyclable or reusable packaging materials, energy and water use, air emissions, waste and handling of hazardous substances) and health. The ISO 14001 environmental standard must be complied with.

          If a violation of the standards in our Code of Conduct, the above-mentioned international standards or compliance rules involving a legal representative, employee, subcontractor or consultant of the Supplier or other third parties commissioned by the Supplier is identified, we may exclude the Supplier from future business.

9.3     The Supplier acknowledges that as a manufacturer of chemicals, chemical mixtures and articles, we are a so-called manufacturer, downstream user and importer within the meaning of the European Chemicals Regulation No. 1907/2006 (“REACH Regulation”) and warrants that it will comply with all EU REACH provisions, in particular those necessary to process, sell, or distribute goods within the EU, in particular: (a) register or authorize chemical substances or preparations to the extent required by law, (b) implement internal organizational measures that document compliance with EU-REACH, (c) ensure that any use of chemical substances or preparations in goods (including packaging material), or in laboratory, production, etc., is in compliance with EU-REACH. , (d) to inform us immediately if a preparation or substance has not been registered or cannot be registered or authorized within an appropriate period of time, (e) not to sell or supply goods of any kind containing substances prohibited under REACH and (f) to inform us immediately if they contain substances of very high concern (SVHC) ((a) to (f) together the “EU REACH compliance”).

                   The Supplier acknowledges that violations of EU REACH compliance generally result in a defect of the substance, preparation or other goods or articles within the meaning of applicable law and shall indemnify us against all claims, liabilities, expenses and damages (collectively “Claims”) caused by the Supplier due to a violation of the aforementioned EU REACH compliance and shall support us in the legal defense against such Claims at its own expense.

9.4      The Supplier undertakes to provide all relevant IMD system data, EU REACH, GHS and other internationally relevant export and chemical law data free of charge at our request. The Supplier acknowledges that we use the Supplier’s product in chemical formulations that are subject to special chemical legislation. In the case of export abroad, this may mean the registration of substances and/or products with disclosure of the relevant data – if necessary, to an external third party. In the case of additional registrations (such as drinking water, food, organic products), the Supplier shall provide its full support in obtaining these registrations, disclosing the relevant data – if necessary, to an external third party. Furthermore, the Supplier shall provide an EU safety data sheet – insofar as relevant for the delivery – electronically and at least in English, which complies with current EU legislation. In the event of changes to the composition and/or changes to the legislation, the Supplier shall send an updated safety data sheet without being requested to do so.

9.5     The Supplier is obliged to keep a so-called proof of origin of the goods, i.e. the Supplier must send us the required declarations on the origin of the goods under commercial and preferential law in good time and notify us of a change of origin immediately and without being requested to do so. If necessary, the Supplier must provide evidence of its information on the origin of the goods by means of an information sheet confirmed by its customs office. If the Supplier fails to comply with this obligation, it shall be liable – irrespective of fault – for all resulting damage and commercial disadvantages.

           The Supplier shall comply with the applicable requirements of national and international export, customs and foreign trade law (“Foreign Trade Law”) for all goods to be delivered and services to be rendered. The Supplier shall obtain any necessary transfer or export licenses, unless we or a third party, and not the Supplier, are obliged to apply for these licenses under the applicable foreign trade law. Should the aforementioned permits not be available within a period of 3 months from acceptance of the order, we shall be entitled to withdraw from the contract.

           The Supplier shall provide us in writing as early as possible, but no later than upon acceptance of the order, with all information and data that we require in order to comply with the applicable foreign trade law when exporting, transferring and importing and, in the case of resale, when re-exporting the goods and services.

9.6      When delivering machines and systems that fall under the EU machinery directive valid at the time of delivery, the Supplier must provide a risk assessment free of charge in accordance with the specified standards and in accordance with the EU machinery directive valid at the time of delivery.

9.7     The Supplier guarantees that it will provide the service to be rendered itself and that it will only use subcontractors or sub-subcontractors (hereinafter referred to as “subcontractor chain”) with our prior written consent.

           The Supplier also guarantees that it and all contractors in the subcontractor chain that it permissibly engages, as well as any hirers/employee leasing companies commissioned by them, pay the workers employed the applicable minimum wage(s) in accordance with the statutory provisions. In addition, the Supplier confirms that its company and the companies it uses in the subcontractor chain are not excluded from the award of public contracts, in particular pursuant to Section 78 (1) no. 5 (Federal Procurement Act) BVergG.

           As part of the review of the Supplier’s offer, we are entitled to request the submission of current pay slips for the workers employed by the Supplier and the subcontractor chain in anonymized form (wage and salary lists) on a random basis without any specific reason. Upon request, the Supplier may also provide us with proof of compliance with the minimum wages stipulated in collective agreements or otherwise determined by law for itself and along the subcontractor chain by immediately submitting a current confirmation from a suitable objective expert (e.g. an auditor).

           If a claim is asserted against us by an employee of the Supplier or the subcontractor chain on the basis of an actually existing remuneration claim in accordance with the collective agreement or other statutory provisions, the Supplier undertakes to pay us a no-fault contractual penalty in the amount of EUR 500.00 for each case of a claim upon first request. The contractual penalty to be paid shall be set off against any claim for damages by the customer and shall be limited to a maximum of 10% of the respective order value per order and to a maximum total of EUR 25,000 per calendar year. The obligation to pay the contractual penalty shall not apply if the Supplier is not at fault and has had evidence submitted to it, for which it shall bear the burden of proof.

         The Supplier is obliged to indemnify and hold us harmless on first demand against any claims asserted against us by third parties in connection with violations of the Wage and Social Dumping Prevention Act (LSD-BG) and/or other statutory provisions and to reimburse any penalties, including procedural costs. However, this shall not apply if we and/or our employees or vicarious agents have demonstrably violated the provisions of the LSD-BG intentionally or through gross negligence in this individual case.

9.8     The Supplier indemnifies us, our legal representatives, bodies and employees from all claims, damages, costs and expenses arising from the violation of the obligations of this clause 9, if the violation is not attributable to us or a third party commissioned by us.

           The Supplier is also obliged to hold us, our legal representatives, bodies and employees harmless from all claims that third parties may bring against us on occasion or in conjunction with the law or their use. Section 6.6 sentence 2 applies.

          The indemnification and indemnification of the Supplier shall also extend to all expenses incurred by us or in connection with the claim by a third party.

 

10. Quality Management

10.1   Suppliers, in particular those who are directly connected to the supply of our final products (primarily chemical products and packaging) and their production, undertake to maintain a quality management system that is appropriate and reasonable for its size and purpose, in accordance with the requirements of the relevant standards (including DIN EN ISO 9001); to monitor this at regular intervals by internal audits and to initiate the necessary measures immediately in the event of detected deviations, so that a perfect quality of all deliveries to us is ensured. We have the right to review the Supplier’s quality management system at any time with prior notice. Upon request, the Supplier will provide us with insight into those processes that are essential for our cooperation, as well as insight into and audit reports, as well as in completed audit procedures, including all audit records and documentation relating to the delivery.

 

11. Confidentiality, documents, data protection

11.1   All information, recipes, drawings, models, tools, technical records made available by us or obtained from the Supplier, as well as process methods, software and other technical and commercial know-how, together with work results obtained in connection therewith (“confidential information”) are to be kept secret from third parties by the Supplier and may be used exclusively for the execution of deliveries to us in the Supplier’s own company and made accessible only to such persons, who must have knowledge of the confidential information in the course of the business relationship and have been obliged to maintain confidentiality in accordance with this provision. This also applies beyond the duration of the business relationship, as long as and to the extent that the Supplier cannot provide proof, that the confidential information had already been known to him at the time it was obtained, or that it had been made public or that it had subsequently become public without his fault.

11.2   All documents (e.g. drawings, illustrations, test specifications), samples and models etc. which we make available to the Supplier in the course of the business relationship shall remain our property and shall, at our request, be returned to us or destroyed at the Supplier’s expense at any time, at the latest upon termination of the business relationship (including any existing copies, transcripts, extracts and reproductions) at our discretion. The Supplier shall have no right of retention in this respect.

11.3     The disclosure of confidential information does not establish any rights to industrial property rights, know-how or copyrights for the Supplier and does not constitute a prior publication or right of prior use within the meaning of the applicable patent, design and utility model laws. Any type of license requires a written agreement.

11.4     The Supplier must comply with the mandatory obligations of the applicable data protection laws (in particular the European General Data Protection Regulation). Any transfer of personal data to third parties or abroad requires our express prior written consent. If necessary, the Supplier shall conclude an agreement on order processing in accordance with our model.

11.5     We collect, store and use personal data in accordance with the statutory provisions. You can find data protection information on our website.

 

12. Applicable Law and place of jurisdiction

12.1   The Contract and any claim relating to the Goods provided under the Contract shall be governed by the laws of the country (and state/province, if applicable) in which we are located as indicated by our address set out in the applicable Contract (hereinafter the “Relevant Location”). The rules of private international law applicable under that law are excluded. The application of the UN Convention on Contracts for the International Sale of Goods (C.I.S.G.) and other bilateral and multilateral agreements serving the standardization of international sales is excluded.

12.2   The exclusive place of jurisdiction for all claims arising from our business relationship with the Supplier, in particular from contracts or their validity, shall be the Relevant Location. This place of jurisdiction shall also apply to disputes concerning the formation and validity of the contractual relationship. However, we are also entitled, at our discretion, to sue the Supplier at any other general or special place of jurisdiction.

12.3   If the Supplier has its registered office outside the Republic of Austria, we shall also be entitled, at our discretion, to have all disputes arising from or in connection with our business relationship with the Supplier, including disputes concerning the validity of contracts, finally settled by the arbitration court responsible for the Relevant Location, excluding recourse to the ordinary courts of law. At the Supplier’s request, we shall exercise this right of choice before the proceedings commence. The arbitration proceedings shall be held in German, unless the Supplier requests English as the language of the proceedings.