General Terms and Conditions Purchasing
The following General Terms and Conditions Purchasing ("General Conditions") of Wegmann automotive GmbH, Rudolf-Diesel-Straße 6, 97209 Veitshöchheim, Germany, are applicable to all our purchasing transactions for deliveries and services within the scope of our worldwide business activities.
1. General Provisions and Applicability
1.1. These General Conditions shall apply exclusively. We shall not recognise any deviating or conflicting general terms and conditions unless we have expressly agreed to them in writing.
1.2. The acceptance of goods or services ("delivery item") from the supplier or the payment thereof does not constitute consent, even if the acceptance or payment is made with knowledge of conflicting or supplementary contractual terms and conditions of the supplier.
1.3. These General Conditions shall also apply to all future transactions between us and the supplier. Similarly, any previously agreed contractual terms of the supplier which conflict with or supplement these Terms and Conditions of Purchase shall no longer be recognised.
1.4. These General Conditions shall apply in business transactions with entrepreneurs, legal entities under public law and special funds under public law within the meaning of Section 310 (1) of the German Civil Code (Bürgerliches Gesetzbuch - BGB).
2. Supply Contract - Call-Off
2.1. Purchase orders, contracts and delivery call-off as well as their amendments and supplements must be in writing. We do not acknowledge any oral orders or agreements that have not been confirmed by us in writing. We acknowledge deviations between the supplier’s order confirmations and our order as being incorporated into the contract only if the deviations are stated in writing in the order confirmation, as designated expressly and in a clearly recognizable fashion as deviations, and have been expressly approved by us in writing.
2.2. The written form is also fulfilled by fax, remote data transmission or e-mail.
2.3. If the supplier fails to accept an order within two weeks after receipt thereof we are entitled to revoke the offer. Revocation is not dependent on establishment of a time limit. Release orders for delivery shall become binding at the latest if the supplier does not object thereto within two weeks.
2.4. We are permitted to request that the supplier make changes in the design, construction and workmanship of the item supplied unless the changes requested are unreasonable for the supplier, particularly with regard to any additional costs or expenditure of time that are expected to be incurred by the supplier as a result of the changes. The effects of reasonable changes must be arranged by reasonable mutual agreement between the Parties, especially with regard to additional or lower costs and the delivery deadlines. If the supplier states that it is unable to perform changes we have requested, we are permitted to rescind the contract. The foregoing provision does not apply if changes we have requested are not reasonable for the supplier, particularly due to our failing to offer the supplier reasonable compensation for the additional expenses actually incurred by the supplier as a result of the changes that have been requested or a reasonable extension of the delivery deadline, taking into account the delays that are expected to occur as a result of the changes that have been requested.
3. Delivery Deadlines, Time Limits for Delivery, Acceptance and Transfer of Risk
3.1. Agreed deadlines and time limits are binding. The time determining whether a delivery deadline or time limit for delivery has been complied with is the time of our receipt of the goods. If the order is not agreed as being subject to delivery DAP or DDP named place in accordance with Incoterms® 2020, the supplier is obligated to provide the goods in due time, taking into account the usual amount of time needed for loading and shipping. If delivery via EXW in accordance with Incoterms® 2020 has been agreed, the supplier is obligated to provide notice that the goods have been completed early on.
3.2. If the supplier has assumed the installation or assembly, the supplier shall bear all necessary expenses such as travel costs, provision of tools and detachments.
3.3. At the end of the day on the delivery deadline, the supplier shall be deemed to be in default even without any particular warning notice, unless the supplier proves that it is not responsable for the non-performance. In this case, we are permitted, after setting a reasonable time limit for performance, to assert claims for damages in lieu of performance and/or to rescind the contract. Any contractual penalties we are required to pay due to the supplier’s default will be charged to the supplier.
3.4. In the event of default of delivery, we are moreover entitled to demand lump-sum default damages in the amount of 0,3 % of the value of the delivery for each full workday for which such circumstances persists, but no more than maximum 5 % of the order value. The supplier has the right to prove us that no damage or loss, or damage or loss that is substantially lower than the lump sum, has been sustained as result of the default. We are entitled to prove that a higher amount of damage or loss has been sustained.
3.5. The supplier is obligated to inform us immediately in writing if he foresees difficulties with regard to production, pre-material supply, compliance with the delivery date or similar circumstances which could prevent him from timely delivery or delivery of the agreed quality.
3.6. The unconditional acceptance of a delayed delivery or service shall not constitute a waiver of any claims for the delayed delivery or service, this applies until we have fully paid all amounts owed for the particular delivery or service.
3.7. The supplier shall not deliver ordered Goods by instalments unless expressly agreed or we can reasonably accept them.
3.8. If acceptance has been agreed, acceptance shall be determined in accordance with the agreements made in the purchase orders and delivery schedules.
3.9. The risk of accidental loss and accidental deterioration of the goods shall pass to us upon delivery at the place of performance. If acceptance has been agreed, this shall be decisive for the transfer of risk. In the event of acceptance the statutory provisions of the law on contracts of work and services shall also apply accordingly in other respects. If we are in default of acceptance, this shall be equivalent to handover or acceptance.
4. Force Majeure
4.1. Impediments to performance which are not attributable to the sphere of risk of a contracting party shall release the contracting parties from their performance-related obligations for the duration of the disruption and the extent of its effect.
4.2. Such impediments to performance include, but are not limited to, force majeure, riots, acts of war or terrorism, epidemics, plagues or pandemics, strikes, labor disputes, including in the operations of the contractual partners and their vicarious agents, and lockouts, official measures, blocking of transport routes, failures or restrictions of electronic data exchange caused by third parties, cyber-crime by third parties, as well as other unforeseeable, unavoidable and serious events.
4.3. Both parties are obligated to provide each other with the necessary and reasonable information without delay and to adjust their obligations temporarily to the changed circumstances, in particular to the possibly changed market requirements, in good faith.
4.4. During such events, we are entitled - without prejudice to our other rights - to withdraw from the contract in whole or in part in the event that an adjustment is not suitable.
4.5. Insufficient own supply of the supplier does not constitute a case of force majeure.
5.1. Unless otherwise agreed, the goods to be delivered shall be packaged appropriately at the supplier's expense in a manner customary in the trade or, at our request, provided with special packaging in accordance with our instructions.
5.2. The supplier shall be liable for damage resulting from defective packaging.
5.3. The supplier shall comply with the requirements of the Packaging Act at its own expense and shall ensure suitable packaging, registration and labelling, the latter also in relation to hazardous substances.
5.4. The supplier shall take back used, completely empty packaging free of charge. If this is not possible, he shall bear the corresponding reasonable disposal costs from us.
6. Invoicing, Payment Terms and Retention of Title
6.1. If no deviating terms of payment have been agreed in individual cases, our payments will be made within 14 days after receipt of a proper invoice of our choice, subject to a 3 % prompt payment discount (Skonto), or net within 45 days thereafter. If the goods are received after receipt of the invoice, the time limit for the prompt payment discount will not commence until the date of receipt of the goods. We reserve the right to remit payments by way of our own draft or bill of exchange.
6.2. The invoice shall contain the mandatory information pursuant to the German Value Added Tax Act (Umsatzsteuergestz - UStG), in particular the tax number issued by the tax office or the value added tax identification number issued by it by the Federal Office of Finance, as well as the order number and supplier number. If these requirements are not met, we shall not be responsible for the resulting delays in invoice processing and payment settlement. We reserve the right to reject invoices that do not comply with the regulations.
6.3. If a delivery contains any errors, we are entitled to withhold payment until such time as proper performance has been rendered.
6.4. The shipping specifications noted in the order must be complied with accurately. In the event of non-compliance with the shipping specifications, any additional costs arising as a result shall be charged to the supplier.
6.5. The supplier is not permitted to assign its claims to third parties or to have third parties collect its claims without our prior written consent.
6.6. Any and all agreed prices are deemed to include all expenditures associated with the order, irrespective of whether they were foreseeable at the time of the Parties‘ entry into the contract.
6.7. As a basic principle, we refuse to settle payment by way of cash on delivery.
6.8. Unless otherwise agreed in writing, customs duties and other fees and charges must be borne by the supplier.
6.9. Ownership of the delivered goods shall pass to us upon payment in full by us. Any extended or expanded retention of title for the delivered products by the supplier is excluded. We are entitled to resell and process the goods in the ordinary course of business.
6.10. The supplier is obligated to disclose to us without delay any third party rights to the goods or parts thereof. This also applies to possible assignments of claims.
7. Set-off and Right of Retention
7.1. We are entitled to offset our own claims against the claims of others and to withhold payment within the scope provided by law.
7.2. The supplier is not entitled to offset its own claims against our claims unless the supplier’s counterclaim has been established with final, binding legal force, is undisputed, has been acknowledged, or is ready for issuance of a legal decision. Furthermore, the supplier is authorized to exercise a right to withhold payment if and insofar as its counterclaim has been established with final, binding legal force, is undisputed or ready for issuance of a legal decision, and is based on the same contractual relationship.
8.1. The supplier shall comply with the recognized technical regulations (especially DIN standards, VDE regulations, VDI guidelines, DVGW regulations), any applicable safety regulations. and product safety regulations as well as the agreed technical data specifications All delivered goods must comply with the current state of the art and the applicable statutory regulations and standards in force in the country of manufacture and distribution.
8.2. Products subject to marking according to EU directives must be supplied with the corresponding CE mark and declaration of conformity.
8.3. Any change in the item supplied and deviations from the agreed quality require our prior written consent.
8.4. If the supplier manufactures the subject matter of the contract for us, the supplier shall be obligated to provide us with appropriate information if he does not consider the subject matter of the contract to be manufactured by him to be suitable for the intended use or not suitable in an optimum manner. In this respect, the supplier shall be deemed to be a specialist for the parts to be manufactured by him.
8.5. Deviations from the ordered specification in the case of initial samples or series must be notified by the supplier prior to delivery; delivery may only be made after written approval by us.
9. Notice of Defects
9.1. Immediately upon receipt of the delivery, we shall carry out an identity and quantity check and inspect the delivery for obvious damage (including transport damage). If we discover a defect in the process, we shall notify the supplier thereof without delay. We shall notify the supplier of any defects not discovered in this process within a reasonable period of time as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects.
9.2. Goods not delivered according to the order will be returned at the expense and risk of the supplier.
9.3. Payments or partial payments on the purchase price or on the remuneration shall neither constitute an acceptance nor an acknowledgement that the subject matter of the contract is free of defects.
10. Liability for Defects (Warranty)
10.1. The supplier warrants that the delivered goods are free of defects, in particular that they have the agreed properties and quality according to clauses 8.1 and 8.2, that the design, practicality and production technology of the goods and/or services comply with the relevant recognized rules and the latest state of science and technology, and that only material of first-class and suitable quality has been used which is suitable for the intended purpose. In particular, the properties and condition of any purchase samples and compliance with all relevant statutory and official regulations applicable at the place of destination of the supplies and/or services shall be deemed to be the agreed quality. Furthermore, the supplier warrants that the delivered goods do not give rise to any product liability due to the existence of a product defect.
10.2. We shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand that the supplier, at our discretion, either rectify the defect or deliver a new item. We expressly reserve the right to claim damages, in particular damages in lieu of performance.
10.3. If the supplier does not begin to remedy the defect after our request to do so or if the remedy fails, we shall be entitled in urgent cases, after setting a reasonably short deadline for the remedy, in particular to avert acute danger or avoid major damage, to carry out the remedy ourselves or have it carried out by third parties at the supplier's expense.
10.4. If the same goods are repeatedly supplied with defects, we are, after setting an appropriate time limit for performance, entitled to rescind the contract, including for the scope of delivery not yet fulfilled, in the event of another defective delivery.
10.5. The expenditures necessary for the purpose of effecting a cure, particularly the costs of transportation, labor, travel and materials, shall be borne by the supplier. No restriction of the costs to the value of the order will be accepted.
10.6. We are required to provide the supplier with the parts to be replaced by the supplier at the supplier’s request and expense. Where we effect, at the supplier’s, return shipments are made at the supplier’s expense and risk. The risk shall pass to the supplier at the time at which the goods are transferred to the shipping company that has been commissioned, the freight forwarder or carrier, or the enterprise that has otherwise been designated to perform the shipment.
10.7. The supplier shall be liable for the fault of its sub-suppliers as it is for its own fault.
10.8. For every case of warranty claim being processed by us, if the supplier is responsible for the defect it shall be obligated to pay flat-rate compensation of EUR 100 (without prejudice to our right to assert higher damages in the individual case, but the flat-rate compensations shall be credited against this). In any event the supplier is entitled to prove that no damage or lesser damages has occurred to us.
10.9. If, in our capacity as an automotive supplier, we commit to a longer-lasting or further-reaching liability for defects for a customer, then, insofar as the supplier supplies production material, after prior written notification the supplier shall be obligated to allow this provision also to apply in respect of itself with future effect.
10.10. Insofar as our customers – regularly automotive manufacturers – use a reference market procedure or a similar, in the automobile industry common procedure for determining and settling warranty claims for defective products, this procedure shall also apply to the relationship between the supplier and us if the defect is attributable to the supplier’s products.
11. Supplier Recourse
11.1. In addition to claims for defects, we shall be entitled without restriction to our legally determined rights of recourse within a supply chain (supplier recourse according to §§ 445a, 445b, 478 BGB)
11.2. In particular, we are entitled to demand from the supplier exactly the type of subsequent performance (repair or replacement) that we owe our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this.
11.3. Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses in accordance with §§ 445a para. 1, 439 para. 2 and 3 BGB), we shall notify the supplier and ask for a written statement, briefly explaining the facts of the case. If a substantiated statement is not made within a reasonable period of time and no amicable solution is brought about, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the supplier shall be responsible for proving the contrary.
11.3. Our claims arising from supplier recourse shall also apply if the defective goods have been further processed by us or another entrepreneur, e.g. by incorporation into another product.
12. Liability, Product Liability and Recall
12.1. The supplier is obligated to reimburse us for any damage and/or losses we sustain either directly or indirectly as a result of defective or incomplete delivery, violation of safety rules and regulations by government agencies, or for any other reason or reasons for which the supplier is responsible.
12.2. If the supplier is responsible for product damage, he must indemnify us against claims by third parties, as the cause lies within his area of control and organization and he is liable himself in the external relationship.
12.3. Within the scope of his obligation to indemnify, the supplier must reimburse us for expenses pursuant to §§ 683, 670 BGB which arise from or in connection with a third-party claim, including recall actions carried out by us. We will inform the supplier about the content and scope of recall measures – as far as possible and reasonable- and give him the opportunity to comment. Further legal claims remain unaffected.
12.4. Unless a separate agreement has been concluded, the supplier undertakes to maintain a product liability insurance with a lump sum coverage of at least EUR 30 million per personal injury/property damage. The amount of contractual and statutory liability shall remain unaffected by the scope of the insurance coverage.
13. Limitation Period
13.1. The mutual claims of the contracting parties shall become statute-barred in accordance with the statutory provisions, unless otherwise provided for below.
13.2. Notwithstanding § 438 para. 1 No. 3 BGB the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year period of limitation shall apply accordingly to claims arising from defects of the title, while the statutory limitation period for third party claims for the assignment of the title (§ 438 para. 1 No. 1 BGB) shall remain unaffected, furthermore, claims arising from defects of title (clause 17) shall in no case become statute-barred as long as the third party can still assert the right – in particular in the absence of limitation – against us.
13.3. The limitation periods of the sales law, including the above extension, shall apply – to the statutory extend – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 BGB) shall apply here, unless the application of the limitation periods of the sales law leads to a longer limitation period in individual cases.
13.4. The limitation period for claims for indemnification is three years. It shall commence at the end of the year in which the claim arose and we became aware of the circumstances giving rise to the claim and the person of the debtor or should have become aware of them without gross negligence. Any longer statutory limitation periods shall have priority.
14. Hazardous Substances (REACH/CLP/RoHS)
14.1. Insofar as the regulations EC No. 1907/2006 of 18 December 2006 ("REACH Regulation") and EC No. 1272/2008 of 16 December 2008 ("CLP Regulation") are applicable, the supplier warrants that all substances contained in the delivered goods have been effectively pre-registered, registered and authorised in accordance with the REACH Regulation and the CLP Regulation, including all supplements, amendments, guidelines and all national laws applicable in connection with the REACH or CLP Regulation. CLP Regulation are effectively pre-registered, registered and authorised with the relevant requirements of the REACH Regulation or the CLP Regulation.
14.2. The supplier warrants that it will provide us with an up-to-date, complete safety data sheet in accordance with the requirements of the REACH or CLP Regulation with each delivery.
14.3. The supplier further warrants that if articles supplied to us contain a concentration of more than 0.1% by mass (w/w) of one or more substances meeting the criteria of Articles 57 and 59 of the REACH Regulation, it will provide us with sufficient information for the safe use of the articles.
14.4. Suppliers supplying goods from outside the European Union to the European Union undertake to make the necessary registrations for products referred to in Title II of REACH and to appoint an only representative (Alleinvertreter) in accordance with Article 8 of REACH who will fulfil the obligations of an importer arising from Title II of REACH.
14.5. Insofar as the delivered goods fall under the provisions of Directive 2011/65/EU of 8 June 2011 on the restriction of the use of certain hazardous substances in electrical and electronic equipment (Restriction of Hazardous Substances - RoHS), the supplier warrants that it will comply with its provisions as well as the national implementations, in particular the Ordinance on the Restriction of the Use of Hazardous Substances in Electrical and Electronic Equipment (Elektro- und Elektronikgeräte-Stoff Verordnung - Elektro-StoffV).
14.6. In the event that the supplier breaches any of the obligations under this Clause 14, the supplier shall indemnify us as well as our customers against all costs, claims of third parties (in particular direct or indirect claims for damages) as well as other disadvantages (e.g. fines) resulting from the breach of this Clause 14. Costs of legal action included. This shall not apply if the supplier is not responsible for this breach of duty. Furthermore, we are entitled at any time to immediately cancel the corresponding order and to refuse acceptance of the corresponding delivery without incurring any costs. Any existing claims for damages shall remain unaffected by this. Cancellation or refusal of acceptance shall not constitute a waiver of any claims for damages.
15. Property Rights
15.1. The supplier assumes responsibility for assuring itself, in a reasonable scope, that no rights or know-how of third parties are infringed in connection with the supplier’s goods/services and/or our use thereof as intended.
15.2. The supplier is obligated to reimburse us for any and all damages and/or losses we sustain as a result of right or know-how of third parties being infringed, within the suppliers, the Federal Republic of Germany, a Member State of the European Union, or the United States of America, in connection with the supplier’s goods/services and/or our use thereof as intended, unless the supplier is not responsible for the damage and/or losses we sustain as a result of such infringements of rights.
15.3. If a third party asserts claims on us with regard to infringement of its rights or know-hows and such claims are attributable to the supplier’s goods/services and/or our use thereof as intended, the supplier is obligated to indemnify us and hold us harmless against such claims and all reasonable expenditures we may incur out of or in connection with defending ourselves against such claims, if and insofar as the supplier is obligated to render compensation pursuant to subsection 15.2 above..
15.4. The Parties agree to notify each other without delay of any risks of infringement and alleged cases of infringements of which they become aware, and to provide each other with the opportunity to counteract such claims by mutual agreement between them.
15.5. The limitations of claims arising from this clause 15 shall be based on clause 15.2 sentence 2.
15.6. The supplier’s warranty for legal defects pursuant to clause 15.1 to 15.4 above does not refer to performance or portions thereof effected according to particular specifications by us. As soon as the supplier has reason to suspect that our specifications infringe the property rights of third parties, the supplier shall notify us thereof without delay.
16.1. The Parties agree to treat any and all commercial and technical details are not public knowledge and to which they become privy through the business relationship as business and trade secrets.
16.2. All drawings and calculations provided for the purpose of performing orders shall remain our property and must be returned to us in all cases following the performance of the order.
16.3. A corresponding obligation must be imposed on subcontractors.
17. Export Control and Customs
17.1. The upplier is obligated to inform us in writing, without being requested to do so, whether its goods are subject to approval under the applicable German, European (EU) and US (re-)export control regulations. For this purpose, the supplier shall provide us with the following information and data in writing:
- If listed, the export list item (number) of the respectively valid annex to the German Foreign Trade and Payments Regulation or comparable list items of relevant European export lists (VO ( EU) Dual-Use 2021/821) shall be provided,
- if the goods are subject to the U.S. Export Administration Regulations (EAR), the Export Control Classification Number (ECCN) according to the U.S. Commerce Control List (CCL),
- the statistical commodity code (HS-/KN-Code),
- the country of origin (commercial/non-preferential origin), key for origin indicators: D = third country / E = EU / F = EFTA,
- submission of a (long-term) supplier's declaration on preferential origin (for EU suppliers) or certificates on preferences (for non-EU suppliers),
- all other information and data under foreign trade law which we require for the import and, if applicable, export of the goods.
The supplier is obligated to inform us immediately in writing of any changes to the above information and data.
17.2. The supplier shall indemnify us in full against all claims asserted against us by authorities or other third parties due to non-compliance with or breach of the obligations set out in section 17.1.
17.3. Furthermore, the supplier undertakes to reimburse us immediately and upon first request for all damages and expenses (e.g. additional duties (such as import and export duties), fines and other financial disadvantages) incurred by us due to culpable breach of its obligations under 17.1 and 17.2. Costs of legal action are included.
18. Compliance, social responsibility and sustainability
18.1. Within the business relationship with us, the supplier undertakes not to offer or grant advantages or to demand or accept advantages which violate applicable anti-corruption regulations, neither in business dealings nor in dealings with public officials.
18.2. The supplier undertakes not to enter into any agreements or concerted practices with other companies within the business relationship with us which have the purpose or effect of preventing, restricting or distorting competition in accordance with the applicable antitrust regulations.
18.3. The supplier warrants that it will pay reasonable wages and equal remuneration for work of equal value without distinction and that it will comply with the applicable laws regulating the general minimum wage and will impose the same obligation on any subcontractors engaged by it. The supplier confirms that it complies with the statutory requirements of the Act on the Regulation of a General Minimum Wage (Gesetz zur Regelung eines allgemeinen Mindestlohns - MiLoG), where relevant, and pays the respective minimum wage to its employees to whom the MiLoG applies.
18.4. The supplier shall comply with the respective applicable statutory regulations and ordinances on environmental protection, health and safety at work, on the treatment of employees and on the protection of human rights (in particular concerning the protection of international human rights, the abolition of forced labour and child labour, the elimination of discrimination in hiring and employment, and responsibility for the environment), including the internationally applicable minimum standards under labour law, in particular all conventions of the International Labour Organisation with regard to employee rights, working hours and occupational health and safety.
18.5. The supplier undertakes to comply with the conflict minerals provisions set out in Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act ("Dodd-Frank Act") and Regulation (EU) 2017/821 of 17 May 2017 establishing supply chain due diligence obligations for Union importers of tin, tantalum, tungsten, their ores and gold from conflict and high risk areas. The supplier further undertakes to identify the use of the so-called conflict minerals within the meaning of the Dodd-Frank Act (tin, gold, tantalum, tungsten) in its supply chain and to take appropriate measures to ensure that the delivered goods do not contain any conflict minerals pursuant to Section 1502 of the Dodd-Frank Act and Regulation (EU) 2017/821.
18.6. In the performance of its contractual obligations, the supplier shall otherwise comply with all statutory and official regulations with regard to environmental protection.
18.7. The supplier shall ensure that all subcontractors and agents engaged by it and involved in any way in the manufacture of the goods it supplies to us and/or the provision of services to us shall comply with the obligations listed in Clauses 18.1 to 18.6 above.
18.8. The supplier shall respond to enquiries regarding compliance, social responsibility and sustainability in the supply chain within a reasonable period of time and in compliance with specified formalities. In addition, in the event of a suspected breach of the obligations under sections 18.1 to 18.6, the supplier shall immediately clarify possible breaches and inform us of the clarification measures taken and, in justified cases, disclose the affected supply chain. If the suspicion proves to be justified, the supplier must inform us within a reasonable period of time about the internal measures it has taken to prevent future violations. If the supplier does not comply with these obligations within a reasonable period of time, we reserve the right to withdraw from contracts with him or to terminate them with immediate effect.
18.9. The supplier must make it possible to monitor compliance with clauses 18.1 to 18.6 by ourselves or by third parties bound to secrecy. For this purpose, the supplier must provide information immediately upon our request, provide all necessary information (e.g. documents) immediately and allow us or third parties commissioned by us to inspect and/or examine the facts on site after reasonable advance notice.
18.10. In the event that the supplier breaches any of the obligations under this clause 18, clause 14.7 shall apply accordingly.
19. General Provisions
19.1. The supplier must not cede or transfer any purchase order or the contract, either in full or in part, without our prior written consent.
19.2. The supplier must not use one or more subcontractors for order without our prior written consent.
19.2. The place of performance is our headquarters (Veitshöchheim) or, if and insofar as delivery from one of our branch locations is ordered, the registered office thereof. Other provisions may be made for deliveries in the individual case. The place of payment is our headquarters (Veitshöchheim).
19.3. Should individual provisions of this agreement be invalid, or should it transpire that the provisions hereof contain a gap, the validity of the remaining provisions shall be unaffected by such circumstance. The Parties are obligated to replace any such invalid provision with a provision whose economic outcome most closely approximates that of the original provision.
19.4. Exclusively the laws of the Federal Republic of Germany shall apply, to the exclusion of the provisions of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (CISG).
19.5. For all disputes arising from the contractual relationship including lawsuits in proceedings concerning documents, bills of exchange and checks, legal actions must be filed with the court that has jurisdiction over our headquarters (Veitshöchheim) or for our branch location as named in the order if the supplier is a full business entity (Vollkaufmann), a legal entity under public law (juristische Person des öffentlichen Rechts), or a special fund under public law (öffentlich-rechtliches Sondervermögen). We are also entitled to file a legal action in the location of the supplier’s headquarters.
19.6. These Terms and Conditions of Purchase are written in German and English. In the event of any differences between the two versions, the German version shall prevail over the English version. The English version serves only as a translation.
(Version: October 2021)