General Terms and Conditions
General Delivery and Payment Conditions
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.
5.1 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.
8.1 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 fullfilment 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 Conditions of Purchase
1.1 These Conditions of Purchase shall apply exclusively to all our orders and contracts (hereinafter “order”) governing the purchase of goods, services and work performance (hereinafter “delivery”) from entrepreneurs, legal persons under public law or special funds under public law (hereinafter “supplier”). 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 Conditions of Purchase shall also apply exclusively if we do not specifically object to the incorporation 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 Conditions of Purchase also apply to all future business relations with the supplier, even if they are not explicitly agreed upon again.
1.3 Should any provision of these Conditions of Purchase be invalid or un-enforceable, this shall not affect the validity or enforceability of the remaining provisions. The relevant provision shall be replaced by a lawful provision coming as close as possible to the commercial purpose of the relevant provision.
2. Formation of contracts
2.1 Any agreement with the supplier and any orders shall be considered binding for us only if they are put down in writing or in text form. Any modification, addition or subsidiary agreement before, at or after the contract formation 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 two weeks of receipt, we shall be entitled to revoke the order. Delivery calls shall be binding unless the supplier objects within three (3) working days of receipt. Any deviation from, modification of or supplement to our orders shall only be effective if explicitly and separately indicated as deviation, modification or supplement and expressly approved by us in text form (writing, email, fax).
3. Prices and payment
3.1 Prices specified in the order are fixed. Prices are valid for delivery DAP), packaging, adequate transport insurance to be taken out by supplier, and all other costs of delivery, unless explicitly agreed otherwise in writing. VAT is not included in the price. Unless explicitly stated otherwise, any use of Incoterms shall be deemed as a reference to the INCOTERMS 2020 as published by the International Chamber of Commerce (ICC).
3.2 In cases where the supplier is responsible for erection, assembly or commissioning, and the parties have not agreed otherwise in writing, the supplier shall bear all necessary incidental costs, such as travel expenses and costs for provision of tools.
3.3 Invoices will be processed only if we receive them by separate mail marked with “Invoice Verification”. Each order must be invoiced separately. Collective invoices may also be issued with our prior written consent. Invoices must state the order number specified in our order, the order date, the supplier number and our item number, all clearly highlighted.
3.4 Invoices must be made out in EUR, payments will be made in EUR only. For each bank account, the supplier shall provide the correct IBAN and BIC codes, as well as its VAT identification number.
3.5 Payments will be made by bank transfer after taking delivery and receipt of a verifiable invoice and all documents pertaining to the delivery. Accounts may also be settled by us in line with the credit note procedure (self-billing procedure) according to the applicable tax laws,if agreed upon in advance. Unless otherwise agreed upon in writing, we shall pay within 30 days without discount.
3. 6 The supplier shall not be entitled to assign or otherwise dispose of its claims wholly or partly against us without our prior written consent.
3.7 We shall be entitled to exercise statutory setoff and retention rights.
4. Dates and terms of delivery
4.1 Time is of essence and delivery dates are an essential part of any contract with us. Delivery dates specified in the order or otherwise agreed upon are binding and must be strictly met. The supplier shall promptly notify us in writing of any potentialdelays or non-compliance with delivery dates and deadlines, explaining the reasons for the delay and specifying how long they are expected to prevail.
4.2 Deliveries by instalments and premature deliveries shall be allowed only with our explicit consent. Payment claims, however, shall be due no earlier than on the delivery date originally agreed upon.
4.3 Unless otherwise agreed upon, deliveries must be accompanied by a delivery note and a works test certificate according to EN 10204 or any other equivalent internationally recognized test certificate specifying the characteristics agreed upon with the supplier. Initial supplies, especially those involving samples, must be accompanied by comprehensive sample documentation.
4.4 On-site deliveries are only possible at the time stated in the order or as otherwise agreed. When entering our site all occupants of vehicles must be registered. It is generally prohibited to take children or animals along to our facilities. Any instructions by the safety staff must be complied with.
4.5 In case of delays 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 (value of the goods affected by the delay); the supplier shall however have the right to prove that no damage was caused or the damage is materially lower. We reserve the right to claim further damages. We shall reserve the contractual penalty no later than upon payment of the invoice, following receipt of the delayed delivery.
4.6 Events of force majeure that render a delivery by our supplier or the acceptance or use of the delivery in our or at our customer’s business impossible or substantially more difficult shall postpone our acceptance duty for an appropriate period of time, considering our actual demand. The term force majeure is defined exclusively according to the statutory provisions of the law applicable to the delivery; We contradict definitions that differ from this. In cases of force majeure concerning us or our supplier we shall also have the right, at our discretion, to wholly or partially withdraw from the contract.
5. Place of performance, passage of risk, acquisition of ownership
5.1 The place of performance shall be the location to which, according to the order, the goods have to be delivered or where the service is to be performed. The place of performance for our payments shall be our registered office.
5.2 The delivery shall be properly packed and made DAP to the address stated by us or performed there for the supplier’s account and at supplier’s risk. The risk of accidental perishing or deterioration of delivery will pass to us only with receipt of delivery by us or by a an agent appointed by us 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 passage of risk we shall acquire ownership of the goods without reservation of any rights for the supplier.
5.4 In case of delivery of machinery or plants, the risk shall pass only after their final acceptance at the place of performance.
6. Liability for defects and other liability
6.1 We will check the delivered goods based on the accompanying documents for identity and quantity as well as for visible transport damage only. Defects in the delivery will be notified to the supplier once we discover them in the ordinary course of our business, within an appropriate time of at least 5 working days following the detection. Under these circumstances, the supplier hereby waives its right to object to claims in relation to defects on grounds that they have been raised too late.
6.2 Unless provided otherwise in this clause 6, the supplier shall be liable according to the applicable statutory provisions, in particular for defects of the delivery, and this liability shall not be limited or excluded, neither in cause nor amount, and shall also indemnify and hold us harmless from and against any third party‘s claims to the same extent.
6.3 We shall in principle be entitled to choose the type of subsequent performance. The supplier may however refuse the type of subsequent performance chosen by us if the costs resulting from that type of subsequent performance were unreasonably high.
6.4 If the supplier fails to remedy the defect promptly upon our request, we shall – in urgent cases, in particular to avert imminent danger or higher damages – have the right to remedy the defect ourselves at the supplier’s cost or have this done by a third party without having to grant a period of grace in advance.
6.5 Claims for defects shall become time-barred 24 months after the sale of the final product to the consumer, but no later than 30 months after receipt of the delivery by us, unless agreed otherwise or unless mandatory statutory provisions provide for extended limitation periods. In case of claims resulting from contracts for services and works, claims for defects shall become time-barred 30 months after the written final acceptance, This shall not apply to deliveries that, consistent with their common application, are used in buildings and have caused the building’s defectiveness, in that case claims will lapse after 5 years. Our additional statutory rights under the applicable law shall remain unaffected by this provision.
6.6 In addition, the supplier shall indemnify us from any third-party claims related to deficiencies in title. For deficiencies in title, including indemnification claims pursuant to sentence 1, a limitation period of 10 years shall apply.
6.7 If a defective delivery necessitates extra work in the incoming inspection process, the supplier shall bear the resulting costs.
7. Product liability
7.1 The supplier shall indemnify us from any third party claims arising out of the death of or injury to any person or damage to property, if and to the extent the causes for the respective claim lie in the supplier’s domain. Under these circumstances the supplier shall also reimburse us for all costs and expenses according to the statutory provisions on the administration of others’ affairs that we incur as a result of or in connection with a recall action or any other measure.
7.2 The supplier shall undertake to maintain a product liability insurance (including coverage for extended product liability and recall costs) with a coverage of at least EUR 3,000,000 (EUR three million) in total per claim for personal, property or product-related damages; however, our claims shall not be limited to the covered amount.
8. Industrial property rights and legal provisions
8.1 The supplier shall ensure that neither the delivery nor the use of the product infringe industrial property rights or other rights of third parties and do not violate statutory provisions or official regulations of any kind. The supplier must comply with our guideline „Avoidance of particularly hazardous substances“(FSS 7), which we will provide upon request, and the environmental standard ISO 14001. As we participate in the UN initiative “The Global Compact”, we also expect our suppliers to comply with the principles stipulated therein. Upon our request, the supplier shall provide all relevant IMD system data, REACH data, GHS data and any other data relevant under export and chemical law free of charge. The supplier acknowledges that we use the supplier’s product in certain formulated products which could be subject to special chemical regulations. In the event of exports abroad, this could entail the registration of substances and/or products, including the disclosure of relevant data, if necessary also vis-à-vis third parties. In the event of additional registrations (e.g. for drinking water, food products or bio-products), the supplier shall provide full support for obtaining such registrations, including disclosure of relevant data, if necessary vis-à-vis third parties. Moreover, the supplier shall make – insofar relevant for the delivery – available an EU safety data sheet in electronic form at least in the English language which complies with the current EU legislation. In the event of changes in the composition or in legislation, the supplier shall provide an updated safety data sheet without being explicitly asked to do so.
8.2 The supplier shall indemnify us from all claims raised against us by third parties for reasons of or in connection with the delivery or the use of the product, clause 6. 6, sentence 2 shall apply to such claims.
8.3 The supplier’s obligation of indemnification shall also cover all costs and expenses arising from or in connection with claims raised by a third party.
8.4. For the supply of machinery and plants falling under the EU Machinery Directive 98/37/EC, the supplier shall also provide a risk analysis in conformity with EN 1050 free of charge and together with the products.
8.5. The supplier acknowledges that we, as a producer of chemicals, chemical compounds and articles, are considered as a manufacturer, downstream user and importer within the meaning of the European Chemicals Regulation No. 1907/2006 (REACH regulation) and warrants to comply with all EU-REACH obligations, in particular those governing the sale, processing or trading of goods within the EU, including (a) to perform any legally required registration or authorisation of chemical substances or preparations, (b) to implement internal organisational measures to document compliance with EU-REACH, (c) to ensure that any use(s) of chemicals or preparations in the products (including packaging materials), or in the laboratory, or in production, etc., which we or any of our customers have specified or notified to the supplier, is covered by the respective registration or authorisation, (d) to inform us without undue delay if a substance or preparation is not registered or authorised within the given period, (e) not to sell or deliver any product, which pursuant to REACH contains prohibited substances and (f) to inform us immediately in the event of Substances of Very High Concern (SVHC) ((a) to (f) together: “EU REACH Compliance).The supplier acknowledges that any breach of the EU REACH Compliance will generally result in a defect of the respective substance, preparation or other product or item under the applicable law and agrees to indemnify us against any claims, liabilities, expenses and damages caused by the supplier as a result of breaching the aforesaid EU REACH Compliance, and will support us in our legal defence against such claims at supplier’s cost.
8.6 The supplier undertakes to provide a so-called proof of origin for the products, i.e. the supplier shall provide us with the required declarations of origin in terms of commercial and preferential law in a timely manner, and shall also notify any change of origin without undue delay and without request. The supplier may have to prove its declarations of the products’ origin by means of an information sheet certified by its competent customs office. If the supplier fails to fulfill this obligation, he shall be liable for any resulting damage and commercial disadvantages. The supplier is obligated to ensure that all goods and services delivered comply with all current applicable national and international export-, customs- and foreign trade regulations (“foreign trade and payments legislation”). The supplier shall apply for the required import and export permits unless we or a third party are obliged to apply for them according to the applicable foreign trade and payments legislation. Should a required import or export permit not be granted within 3 months after an order was accepted, we can withdraw from the contract. As soon as possible, at the latest on accepting the order, the supplier shall provide us in writing with all information and data required under foreign trade and payments legislation for import, export, transfer and, in case of resale, for re-export for all goods and services delivered.
8.7 The supplier ensures that it will provide the performance owed pursuant to clause 1.1 itself and that it will use subcontractors and downstream contractors (hereinafter referred to as the “Subcontractor Chain”) only with our previous written consent. It further ensures that it shall itself, and all contractors of the Subcontractor Chain who have been duly contracted by it as well as possible temporary employment agencies commissioned by such contractors shall also pay to the deployed workers the applicable legal minimum wage.
9. Reservation of title, tools
9.1 We reserve title to all items provided by us (e.g. parts, components, semi-finished goods).
9.2 The reservation of title shall also apply to new products resulting from the processing of our items, or their mixing or combining with other items, in each case at the full value of the respective new product. These processes shall be performed on our behalf so that we shall be deemed to be the manufacturer. If third-party ownership rights remain after processing of our items or their mixing or combining with third party items, we shall acquire joint ownership in the new product at the ratio of the objective value of the processed, mixed or combined items.
9.3 Tools made available to the supplier as well as tools manufactured by the supplier on our behalf or ordered from a third party on our behalf shall remain in our property or shall become our property upon manufacturing or acquisition by the supplier, in each case provided that we have entirely or partially paid for the tools. All of the abovementioned tools must be clearly marked as our property and stored clearly separated from other items.
9.4 The supplier shall store our tools on our behalf free of charge and clearly separated from other items, insure them sufficiently and provide evidence of the insurance cover upon request. The supplier shall use the tools exclusively for the purpose of manufacturing parts for us, unless otherwise agreed. We hereby already approve to the supplier’s use of our tools for the manufacturing of parts based on orders from other companies of the Freudenberg Group.
9.5 The supplier shall ensure proper maintenance and repair of the tools provided at his own cost. Upon termination of a contract, the supplier shall return the tools without undue delay at our request, and without exercising any right of retention. At the time of their return, the tools must be in impeccable condition, taking into account their previous use. Costs of repair shall be borne by the supplier. The supplier is prohibited from scrapping the tools without our prior written approval.
10. Quality assurance
The supplier undertakes to maintain a quality management system throughout our business relations in line with standards TS16949, DIN EN ISO 9000 ff., QS9000 etc., to monitor the system by internal audits in regular intervals and to promptly take action if any deviation is detected, in order to ensure faultless quality of all items supplied to us. We shall have the right to inspect the supplier’s quality assurance system anytime with prior notice. Upon request the supplier shall permit us to examine certification and audit reports as well as inspection procedures including all test records and documents relevant to the delivery.
11. Confidentiality, documents, data protection
11.1 The supplier shall treat any information, formulas, drawings, models, tools, technical records, procedural methods, software and other technical and commercial knowhow made available by us or acquired through us, as well as any related work results (hereinafter “Confidential Information”) strictly confidential towards third parties. The supplier may only use the Confidential Information in its own business for purposes of performing deliveries to us and may only make it available to such persons who need to have access to it in connection with our business relation and are bound by a respective confidentiality obligation. This provision shall apply beyond the duration of our business relation if and to the extent the supplier is unable to prove that the Confidential Information was known to him or was in the public domain already at the time it was acquired or was later made public without the supplier’s fault.
11.2 We retain title to any documents (e.g. drawings, figures, test specifications), samples, models etc. made available by us to the supplier in the course of the business relation, they shall be returned to us or destroyed at the supplier’s cost upon our request at any time, but no later than upon termination of the business relationship (including any copies, extracts and replicas). The supplier does not have any right of retention in relation to Confidential Information.
11.3 The disclosure of Confidential Information does not establish any industrial property rights, rights to knowhow or copyrights of the supplier and does not constitute a prior publication or right of prior use according to the applicable patent, design and utility model laws. Any kind of license is subject to 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). A transfer of personal data to third parties or abroad requires our express prior written consent. If necessary, the supplier will conclude an agreement for data processing based on our template.
11.5. We collect, save, process and use personal data within the framework of the statutory provisions. You can find all data protection related information on our website.
12. Social Responsibility, Supply Chain, Compliance
12.1. We expect the supplier to adhere to recognized standards of responsible entrepreneurial activity, corporate citizenship and compliance in its own business activities and with its sub-suppliers.
12.2. The supplier has taken note of our Code of Conduct (available on our website) and guarantees compliance with at least equivalent internal standards.
12.3. In particular, we expect the supplier and all parts of the supply chain to adhere to 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 will take contractual and organizational precautions (i) to ensure that corresponding obligations are passed on to its sub-suppliers and by them along the supply chain and (ii) that they are complied with. Upon request, the supplier will provide evidence of this in a suitable manner.
12.4. The supplier also ensures that it maintains a compliance management system that enforces internationally accepted compliance standards. The supplier ensures that its compliance measures ensure compliance with the mandatory legal requirements, in particular with regard to combating bribery, corruption and money laundering.
12.5. If there is a suspicion of a violation of the Code of Conduct, the above-mentioned international standards or compliance rules with the participation of an employee of the supplier, we may terminate the cooperation without notice and the supplier can be excluded from future deliveries to us and all of our group companies.
13. Applicable law, place of jurisdiction
13.1 The contract and all claims relating to the goods provided under the contract are governed by the laws of the country (and state / province, if applicable) in which we are located, as indicated by our address specified in the applicable contract (hereinafter the “Relevant Location”). The regulations of international private law applicable under this law are excluded. The application of the Uniform UN Sales Convention (C.I.S.G.) and other bilateral and multilateral agreements serving to standardize international sales are excluded.
13.2 For all claims resulting from our business relation with the supplier, in particular the contract or its validity, the exclusive place of jurisdiction shall be the Relevant Location. This shall also apply to disputes concerning the formation and validity of a contractual relationship. We shall, however, also have the option to sue the supplier in any other general or special legal venue.
13.3 If the supplier’s place of business is located outside of the Relevant Location, we shall be entitled to have all disputes arising out of, or in connection with our business relationship with the supplier, including disputes about the validity of contracts, finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without recourse to the ordinary courts of law. The place of arbitration shall be Munich, Germany. Upon request, we shall exercise our right to choose arbitration before proceedings are initiated. The arbitration proceedings shall be conducted in English.