General Terms and Conditions of Sale and Delivery of
Vela Schrauben GmbH
Offer and conclusion of contract
Any offer or quotation and contract shall be subject exclusively to the "General Terms and Conditions of Sale and Delivery (hereinafter also referred to as "Terms and Conditions of Contract") as indicated herein below. No customer terms and conditions of contract conflicting with or differing from these Terms and Conditions of Contract shall be recognized by the contractor unless with the contractor's express and written consent thereto. These Terms and Conditions of Contract shall be applicable even when the contractor makes any delivery to the customer without reservation while being aware of any customer terms and conditions of contract conflicting with or differing from these Terms and Conditions of Contract.
Every offer submitted by the contractor shall be subject to change without notice. No order awarded shall be binding unless after its written confirmation by the contractor.
Any individual agreement (including any subsidiary agreement, supplement or amendment) made with a customer on a single-case basis shall prevail over these Terms and Conditions of Contract. The contents of any such agreement shall be subject to a written contract or written confirmation issued by the contractor.
The contractor shall reserve title to ownership and, where copyrightable, the copyright in any cost estimate, drawing, or any other document. No such document may be disclosed to any third party. Item 10 of these Terms and Conditions of Contract apply accordingly.
If the contractor has to deliver according to sample, drawing and model of the customer, the customer assumes the liability that the contractor does not infringe any industrial property rights of third parties. The customer is obliged to exempt the contractor from all claims of third parties due to infringement of industrial property rights, this also applies to any legal costs incurred by the contractor. For any legal costs, the customer has to pay the contractor a reasonable advance upon request.
These General Terms and Conditions of Contract shall apply unless to entrepreneurs, legal entities under public law, or special funds under public law as defined in Paragraph 310, Section 1, Sentence 1 of the German Civil Code (BGB).
Scope of obligation to deliver
The scope of delivery shall be subject to the contractor's written order acknowledgement.
Unless expressly referred to as binding, any dimensional notation, weight, illustration or drawing or any other document belonging to any offer or quotation shall only be been deemed binding to an approximate degree.
Price and payment
Prices shall apply ex contractor works. Packaging and value-added tax shall be invoiced in addition.
Unless as otherwise agreed, the payment of the purchase price shall be made without any deduction of cash discount not later than within a period of 30 business days after having received the invoice.
The contractor shall be entitled not to perform any delivery or service outstanding unless against advance payment or provision of security in the event of any failure to comply with the terms of payment or if the contractor, after having concluded the contract, becomes aware of any risk to the claim for payment due to the customer's lacking ability to pay.
No right to set-off and/or retention shall be available to the customer unless for counterclaims which are recognized by declaratory judgment, uncontested or ready for a decision in any proceedings pending in court.
A delivery deadline shall be deemed met when, prior to its expiry, the delivery item has left the contractor's works, or when readiness for dispatch has been notified to the customer.
The delivery deadline shall be extended by a reasonable period in the event of industrial action or of any contingency which is beyond the contractor's sphere of control. The foregoing shall also apply if any such hindrance occurs after a delay has already been incurred.
The customer shall be entitled to claim compensation for any loss or damage incurred by the customer due to any delay for which the contractor is responsible, including but not limited to any date of delivery or performance firmly agreed with the customer. For ordinary negligence, such compensation shall amount to 0.5 % for every full week exceeding the deadline but to a maximum of 5 % of the net-price of the delivery which has not been delivered in time due to any such delay. Any further claim for damages for delay shall be excluded for ordinary negligence without prejudice to item 8.5 hereof.
If shipping is delayed due to any circumstance under the customer's control, the contractor shall be entitled to claim the costs incurred by the contractor due to such delay including any storage costs incurred with any third party.
After an additional period of time granted by the contractor has elapsed without any result, the contractor shall be entitled to use the delivery item otherwise and to make delivery to the customer subject to a reasonable extension of the delivery period.
Compliance with the delivery deadline shall be subject to the observance of the customer's obligations as defined in the purchase agreement.
The delivery period shall be extended to a reasonable extent if the contractor does not receive supplies itself in spite of having given identical purchase orders to the contractor's supplier or manufacturer. In this case, the contractor shall immediately notify the customer about the unavailability of the delivery.
Transfer of risk and receipt of delivery item
Risk shall pass to the customer upon the transfer of the delivery item to a forwarding agent, carrier or collector, or when carried by any means of transport belonging to the contractor but not later than when leaving the contractor's warehouse.
Upon the customer's written request, an insurance against breakage, transport damage or damage by water or fire shall be taken out for the consignment by the contractor at the customer's expense.
Risk shall pass to the customer on the date of readiness for dispatch if shipment is delayed due to any circumstance not under the contractor's control. The contractor shall agree to insure the delivery item against any damage upon the customer's written request. Any cost thereof shall be at the customer's expense.
The customer shall take delivery of any object delivered inbound unless it presents any material defect without prejudice to any right resulting from item 7 hereof.
Partial deliveries shall be permitted to a reasonable extent.
Reservation of title
The contractor shall reserve title to ownership in every delivery item until the complete payment of every debt due to the contractor from the business relation with the customer. For current accounts, the entire reserved property shall be used for securing the debt resulting from the balance of such account.
If the value to be generated of the reserved property used as security for the contractor exceeds the receivables from the customer still to be paid by more than 10 %, the contractor shall agree, upon the customer's request, to release collaterals of its choice to such extent.
The customer may neither pledge nor transfer ownership in the delivery for collateral. In the event of any levy of execution or any other impairment by any third party, the customer shall give immediate notice to the contractor.
If the customer commits any act contrary to the contract including, but not limited to any default in payment, the contractor shall be entitled to take back any delivery item after sending a reminder and the customer shall be obliged to surrender possession thereof.
The assertion of the retention of title shall require the rescission of the contract.
The customer shall agree to treat the purchased item with care; this shall include but shall not be limited to insuring the item purchased sufficiently against any damage by fire, water or theft at its reinstatement value and at the customer's expense.
The customer shall be entitled to resell the delivery item within the ordinary course of business; notwithstanding the foregoing, the customer shall already now assign to the contractor any claim up to the final invoice amount (including any value-added tax) which may accrue to the customer against the customer's purchasers or against any third party from resale irrespectively whether the delivery items are resold without or after processing. The customer shall remain entitled to collect such claim even after assignment. The contractor's authority to collect such claim by itself shall be unaffected by the foregoing. The contractor shall agree, however, not to collect such claim as long as the customer fulfils its obligations to pay from the proceeds received, as long as the customer does not incur in any delay in payment and, in particular, as long as no petition is made for commencing any composition or bankruptcy proceedings or as long as there is no cessation of payments. But if any of the foregoing occurs, the contractor may require the customer to disclose to the contractor any such claims assigned and the debtors of any such claims, in addition to providing any information as required for collection, submitting any document related thereto and communicating such assignment to the debtors (third parties).
Any processing or modification made by the customer on the delivery item shall always be deemed performed on the contractor's behalf. If the delivery item is processed with any other item not owned by the contractor, the contractor shall acquire co-ownership in the new item at the ratio of the value of the item purchased (final invoice amount including value-added tax) to the other items at the time of such processing. In other respects, the same provisions as for a purchased item delivered under reservation shall apply mutatis mutandis to the item created by processing.
If delivery items are inseparably connected to or mixed with any other item(s) not owned by the contractor, the contractor shall acquire co-ownership in the new item at the ratio of the value of the delivery item (final invoice amount including value-added tax) to the other connected or mixed item(s) at the time of connecting or mixing. If connecting or mixing is done in such a manner that the customer's item is to be considered the main item, it shall be deemed agreed that the customer assigns proportional co-ownership to the contractor. The customer shall safeguard the sole ownership or co-ownership thus created on the contractor's behalf
Liability for defects in delivery
The services of the contractor, including custom-made products, are carried out in accordance with the technical delivery conditions DIN 267 or DIN / ISO 898. The contractor only carries out quality checks after prior express written agreement with the customer on the test equipment and the applicable test methods. The execution of such tests, however, is not simultaneously the takeover of the necessary safety checks.
Every part which, within a period of twelve (12) months after its delivery, presents any material defect caused by any circumstance which occurred prior to the transfer of risk shall be either remedied or replaced at the contractor's option subject to the latter's reasonable discretion. The discovery of any such defect shall be notified to the contractor in writing and without any delay.
Claims for material defects shall be subject to a limitation period of twelve (12) months after delivery. The period mentioned in sentence 1 of the foregoing section 3 of item 7.1 shall not apply neither to any defect in a building nor to any item used for a building and having caused such material defect. In derogation of sentence 1 of the foregoing section 3 of item 7.1, the statutory time limits shall also apply in the event of any entrepreneur recourse pursuant to Paragraphs 478, 479 of the German Civil Code (BGB), and in case of any customer claim in accordance with item 8.5 of these Terms and Conditions of Contract.
The ordered quantity may be exceeded or subceeded by up to 10 %.
No liability shall be assumed for any damage caused by natural wear and tear.
No warranty shall be assumed for any loss or damage due to any of the causes listed below:
⚬ Unsuitable or improper use;
⚬ Incorrect installation or start-up by the customer or by any third party;
⚬ Improper or negligent handling of the delivery item including with regard but not limited to any operating instructions available;
⚬ Exposure to excessive stress and strains;
⚬ Use of any unsuitable operating media or substitute material;
After reaching mutual understanding, the customer shall allow sufficient time and opportunity to the contractor for making any rework or substitute delivery as considered necessary at the contractor‘s reasonable discretion; the contractor shall be exempted for liability for defects otherwise. The customer shall not be entitled neither to correct any defects on the customer’s own nor to have any defect corrected by any third party, and claim reasonable compensation from the contractor for any expenditure required thereby unless in urgent cases which cause a hazard to operational safety, and in which the contractor shall be notified thereof with no delay.
The warranty claims of the customer presuppose that the customer has complied with his statutory duties of inspection and complaint (Paragraph 377 German Commercial Code - HGB). If there is a defect during the examination or later, the contractor must be notified immediately in writing.
Liability shall be cancelled for the consequences brought about by any modification or repair work which has been performed improperly by the customer or by any third party without the contractor's prior authorization.
No further claim of the customer shall be admissible unless in the event as set forth in item 8.5 of these Terms and Conditions of Contract
Second-hand delivery items shall not be sold unless excluding any liability for material defects. Such exclusion shall not apply to any claim as defined in item 8.5 of these Terms and Conditions of Contract.
Unless as otherwise agreed, the contractor shall make its domestic deliveries free from any industrial property right and copyright of any third party. If there should still be a corresponding infringement of an industrial property right, the contractor shall either obtain a corresponding right of use from such third party, or modify the delivery item to an extent which ensures that there will be no more infringement of any industrial property right. Where the foregoing may not be expected at reasonable conditions from the contractor, both the contractor and the customer shall be entitled to rescind the contract.
Without prejudice to item 8.5 the provisions set forth in this item 7 shall apply mutatis mutandis in other respects if there is any deficiency in title while no claim of the customer shall exist unless the customer notifies the contractor of any such claim raised by any third party in writing and without any delay, does not recognize any alleged act of infringement neither directly nor indirectly, every opportunity for defence is maintained for the contractor without any restriction whatsoever, the infringement of any such right is not based on any modification to the delivery item made by the customer or any use thereof contrary to the agreement, and any such deficiency in title is not due to any instruction given by the customer.
Customer’s rights to rescind the contract, reduce the price, and other customer liability/li>
The customer may rescind the contract if complete performance by the contractor prior to the transfer of risk becomes definitely impossible. The same shall be applicable if the contractor is unable to perform. In addition, the customer may also rescind the contract if the performance of a part of a delivery becomes impossible in terms of quantity when ordering objects similar in type, and if the customer has a legitimate interest in rejecting a partial delivery. If the foregoing is not the case, the customer may reduce consideration accordingly.
The customer shall be entitled to rescind the contract if there is any delay in delivery as defined in item 4 of these Terms and Conditions of Contract, and if the customer grants a reasonable time extension to the contractor in default, and if such time extension is not observed.
The customer shall remain obligated to give consideration if impossibility of performance occurs while the customer is in default of acceptance or due to any fault of the customer.
Furthermore, the customer shall be entitled to rescind the contract if the contractor has allowed a reasonable time extension set by the customer for defect remedy to elapse without fulfilment. The customer's right to rescind the contract shall also exist in the event of any other failure of the contractor to remedy a defect or provide replacement.
No other claim for compensating any loss or damage whatsoever, including any loss or damage not caused to the delivery item itself, shall exist unless as follows:
⚬ In case of gross negligence or intent;
⚬ In the event of injury of life, body or health;
⚬ In the event of any culpable non-observance of essential duties under the contract where the fulfilment of the purpose of the contract is put at risk with regard to the foreseeable damage or loss typical of this contract;
⚬ If and where the German Product Liability Act provides for liability for personal injury or material damage of objects used for private purposes in the event of any defect in any item delivered;
⚬ For any defect which may have been fraudulently concealed or whose nonexistence has been guaranteed by the contractor.
Any further claim for damages shall be excluded in other respects.
Liability for collateral duties
The provisions as set forth in items 7 and 8 of these Terms and Conditions of Contract shall apply mutatis mutandis excluding any further claim of the customer if the delivered item cannot be used by the customer as provided for in the contract through any fault committed by the contractor due to any failure to perform or any defective performance of any proposal or consulting made or given either before or after contract conclusion or any other subsidiary duty under the contract, including but not limited to any instruction for the operator control and maintenance of such delivered item.
Business secret and corporate secret
The customer shall agree to strictly maintain the secrecy of any document or information received from the contractor, including but not limited to any specification, illustrated matter, drawing, calculation or any other document or information; the same applies to all of the customer. Such shall not be disclosed to any third party unless with the express written consent of the contractor. Such obligation of secrecy shall survive the winding up of this agreement; it shall expire if and where the manufacturing know-how included in any such illustrated matters, drawing, calculation or any other document transferred for use or any other information, included therein has become known to the general public, and, by the latest, after expiry of 10 years after the delivery of the item.
The customer shall agree to treat any commercial or technical detail as a business secret or corporate secret if such detail concerns the contract concluded with the contractor or is related to its performance.
Place of fulfillment, place of jurisdiction, applicable law
If the customer is a merchant, a corporate body under public law or a special fund under public law, the place of performance and the exclusive place of jurisdiction applicable to both parties and to any present or future claim arising out of this commercial relationship shall be the contractor's registered office.
Any claim arising out of or in relation with the underlying agreement shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention.
General Terms and Conditions of Purchasing of VELA Schrauben GmbH
General – Scope
These General Terms and Conditions of Purchasing shall apply to any delivery or service (hereinafter generally referred to as "Deliveries") provided by any seller, work contractor, or party obligated to perform services (hereinafter generally referred to as "Supplier") for Vela Schrauben GmbH.
Our Terms and Conditions of Purchasing shall be applicable on an exclusive basis; we shall not recognize any Supplier terms and conditions conflicting with or differing from our Terms and Conditions of Purchasing unless we have expressly agreed in writing to the validity of any such Supplier terms and conditions. Our Terms and Conditions of Purchasing shall also be applicable when we accept delivery from the Supplier without reservation while being aware of Supplier terms and conditions conflicting with or diverging from our Terms and Conditions of Purchasing.
Our Terms and Conditions shall not be applicable unless to entrepreneurs as defined in Section 310, Subsection 1 of the German Civil Code (BGB).
Our Terms and Conditions of Purchasing shall also apply as a framework agreement to any future contract on any delivery made by the same Supplier without requiring us to refer to such framework agreement in every single case again.
Any individual agreement made with the Supplier in a particular case (including any subsidiary agreement, supplement or modification) shall take precedence over these General Terms and Conditions of Purchasing in every case. The contents of any such agreement shall be subject to a written contract or written confirmation issued by us.
No legally relevant representation or notification (e.g., notice to set deadlines, reminder, notice of rescission) to be furnished by the Supplier to us after the conclusion of the contract shall be effective unless made in a text form.
Offers, quotations and tender documents
No order shall be brought about unless by our written purchase order and by the Supplier's acceptance thereof. We shall be entitled to cancel any purchase order unless acknowledged by the Supplier within five business days.
2.2 We shall reserve title to ownership and, where any such document is eligible for copyright, the copyright in any illustrated matter, drawing, calculation or other document; no such illustrated matter, drawing, calculation or other document may be made available to any third party without our express written consent. No such document shall be used unless exclusively for the purposes as defined in our purchase order; any such document shall be returned to us upon a written request but not later, and then without any request, after having processed the purchase order. Any such document shall be kept secret from any third party, and, in such respect, shall be subject to the supplementary provisions set forth in items 9.3 and 9,4 below. The Supplier shall have no retaining lien to any such document.
Prices – terms of payment
The price indicated in the purchase order shall be binding. Every price shall be indicated in EUROS; invoices shall also be issued in EUROS. Unless expressly agreed otherwise in writing, the price shall cover delivery "franco domicile" including packaging. Packaging material shall be taken back by the Supplier upon our request. Unless as otherwise agreed in writing and restricted to a particular case, the price shall also cover every service and incidental service to be provided by the Supplier (e.g., erection, installation) and every incidental expense (e.g., transport costs including any transport and liability insurance).
No invoice may be processed by us unless such invoice, as specified in our purchase order, is transmitted in duplicate and separately for every purchase order, and shows, in particular, the purchase order number as specified therein, VELA's article number, and the other purchase order information.
Unless as otherwise agreed in writing, we shall pay the price either applying a 3% cash discount within a period of 14 days after delivery and the receipt of a proper and verifiable invoice, or net within a period of 30 days after invoice receipt.
We shall be entitled to setoff and to a retaining lien to the extent as defined by statutory provisions. We shall be entitled, in particular, to retain payments due as long as we still have any claim against the supplier resulting from any incomplete or unsatisfactory service.
No right to set-off and/or retention shall be available to the Supplier unless for counterclaims which are recognized by declaratory judgment, uncontested or ready for a decision in any proceedings pending in court.
The Supplier shall not be entitled to assign any claim resulting from this contractual relationship to any third party. The foregoing shall not apply if and where monetary claims are concerned.
The delivery date indicated in the purchase order shall be binding.
The Supplier shall agree to inform us in writing and with no delay whenever circumstances occur or become apparent to the Supplier, indicating that the agreed delivery time cannot be met. Nonetheless, the foregoing shall not affect the Supplier's responsibility to observe the agreed delivery period.
In the event of any delay in delivery, we shall be entitled to the statutory claims. The provision defined in item 4.4 shall remain unaffected.
The Supplier shall be obligated to pay a penalty if the Supplier exceeds the delivery date. Such penalty shall amount to 0.3 % per business day of delay but shall not exceed a total of 5 % of the overall net remuneration amount. We shall be entitled to claim such penalty until the date of final payment even though we may not have expressly reserved such right at the time of receiving any late delivery. Neither the foregoing agreement on penalty, nor the assertion of such penalty shall affect any statutory claim to which we may be entitled for delay.
Transfer of risk – documents – force majeure - termination
Delivery shall be made "franco domicile" to the place as indicated in our purchase order. If no ship-to location is indicated and unless as agreed otherwise, delivery shall be made to our place of business. The corresponding ship-to location shall also be the place of performance. If acceptance has been agreed, the transfer of risk shall be subject to such acceptance. Unless otherwise agreed, the transport insurance will be taken out by us and at our expense.
The delivery shall be accompanied by a delivery note indicating, among other information, the date (issue and shipment), the contents shipped (article number and quantity) and our purchase order identifier (date and number). If a delivery note is either missing or incomplete, we shall not assume liability for any delay in processing and payment resulting therefrom. In addition, the Supplier shall make certain that every delivery subject to a labeling obligation is properly labeled.
We shall be entitled to request that delivery be made, either fully or in part, at a reasonable later time without entitling the Supplier to raise any claim against us for such reason if and where any failure to take delivery or grant acceptance on our side is caused by force majeure, industrial action or by any other event beyond our sphere of influence. Notwithstanding the foregoing, every contracting party shall be entitled to rescind the contract if such extension exceeds a period of six months. No contracting party may assert any claim whatsoever against the other contracting party in such an event either.
The underlying contract may be terminated for good cause by either contracting party without observing any period of notice. A good cause shall be deemed to exist but shall not be limited to any existing fact under which the party giving notice to terminate, considering all circumstances on a single-case basis and balancing the interests of the contracting parties, may not be reasonably expected to continue such contract.
If performing any work in compliance with a contract on our factory premises, the Supplier shall observe the factory regulations as applicable from time to time as well as the regulations applicable to entering or leaving the facilities while any such regulation shall be provided to the Supplier upon request in advance.
Liability for defects
Where applicable, the commercial duty to examine and object to defects shall be subject to the statutory provisions (§ 377 of the German Code of Commerce, HGB) with the following proviso: Our duty to examine shall be restricted to any deficiency which becomes openly evident in our company (e.g., damage in transit, wrong or short delivery). No duty to examine shall exist if and where acceptance has been agreed upon. In other respects, such duty shall depend on whether an examination is expedient in the proper course of business when considering the circumstances of the individual case concerned. Our obligation to lodge complaints for any deficiency detected at a later time shall remain unaffected. In every case, our complaint (defect notice) shall be deemed immediate and timely if issued within 10 business days.
We shall be entitled to statutory claims based on defects without any reduction; irrespectively of the foregoing, we shall be entitled to request the Supplier, at our option, to provide either defect correction or replacement. In such event, the supplier shall agree to bear every expenditure required to provide such defect correction or replacement (including any assembly and disassembly cost). We shall expressly reserve the right to receive compensation in damages including but not limited to damages for non-performance.
The period of prescription applicable to claims based on defects shall be thirty-six (36) months calculated from the transfer of risk.
The running of the period of prescription shall be suspended upon the receipt of our written notice of defect by the Supplier. In the event of replacement or defect correction, the period of prescription shall restart for any part replaced or reworked unless the Supplier's conduct makes us assume that the Supplier did not feel obligated to but rather made any such replacement or defect correction only as a gesture of good will or for any similar reason.
Where the Supplier is responsible for any product damage, the Supplier shall be obligated to indemnify us against any third-party damage claim upon first demand to the extent such claim is caused within the Supplier's scope of control and organisation, and where the Supplier is liable itself in relation to third parties.
Within the scope of the Supplier's liability for any case of damage pursuant to item 7.1, the Supplier shall also be obligated to reimburse any expenditure which is incurred for or in connection with any lawful recall action made either by us or by our customer. As far as possible and reasonable, we shall notify the Supplier of the contents and extent of any recall action to be conducted, and provide an opportunity for the Supplier to make a statement. Other statutory claims shall remain unaffected.
The Supplier shall agree to keep up a product liability insurance providing for an adequate amount of coverage of not less than € 5 million to cover personal injury/property damage on a lump-sum basis; any further damage claim to which we may be entitled shall remain unaffected. Upon request, the Supplier shall provide evidence for such insurance coverage without delay.
Industrial property rights
The Supplier shall agree to ensure that no third-party right will be infringed in relation with the Supplier's delivery.
If a third party lodges any claim against us in this respect, the Supplier shall be obligated to indemnify us against any such claim upon the first written request; the foregoing shall not apply if such infringement of any third-party right is beyond the Supplier's control. In the event of such indemnity, we shall not be entitled to make any agreement with such third party, including but not limited to the conclusion of any compromise settlement, unless with the Supplier's consent.
The Supplier’s indemnification duty shall relate to any expenditure, loss or damage which we incur and which is necessarily due or related to any claim lodged against us by any third party.
Reservation of title – provision of material – secrecy - subcontractors
If any item provided by us is inseparably mixed with other items which do not belong to us, we shall acquire co-ownership in the new item at the ratio of the value of the item subject to retention of title (purchase price plus value-added tax) to the other mixed items at the time of mixing. If mixing is done in such a manner that the Supplier’s item is to be considered the main item, it shall be deemed agreed that the Supplier assigns proportional co-ownership to us; the Supplier shall safeguard the sole ownership or co-ownership on our behalf.
Any tool, jig or model, which we make available to the Supplier, or which is manufactured for the purpose of the contract and invoiced to us by the Supplier on a separate basis, shall either remain our property or shall become our property. The Supplier shall mark an such object as our property, keep it in safe custody, protect it from any damage whatsoever, and not use it unless for the purpose of the contract. The Supplier shall agree to surrender these objects in a proper condition to us upon request; the Supplier shall have no retaining lien in any such object.
The Supplier shall agree to strictly maintain the secrecy of any illustrated matter, drawing, calculation, or any other document and information received from us; the same shall apply to all our trade and industrial secrets. No such information must be disclosed to any third party unless with our express consent. Such obligation of secrecy shall survive the termination of this agreement; it shall expire when and where the manufacturing know-how included in any such illustrated matter, drawing, calculation or other document transferred for use has become known to the general public.
The Supplier shall agree to treat any commercial or technical detail, which concerns the contract concluded with us or is related to its performance, as business secret or corporate secret. The Supplier shall also be bound to secrecy about the business relation with us. Any exception to the foregoing shall be subject to our prior written consent.
Both the Supplier and we shall be entitled to record and store the data of the corresponding other party including every single contract while having to observe the applicable provisions of data privacy protection in every case.
The Supplier shall not be entitled to have the service due to us performed by any third party (e.g., subcontractor) unless with our prior written consent. In the event that any such admissible award is made, such third party shall be bound to observe secrecy in writing by the Supplier as defined in items 9.3 and 9.4 hereinabove; the Supplier shall forward a copy of such non-disclosure agreement to us upon request.
Our technical representative or any other person authorized by us shall be entitled to satisfy him or herself as to the progress of work on the delivery at the Supplier's premises or at the premises of any third party entrusted by the Supplier after prior notification at any time during the usual hours of business. The Supplier or third party shall grant us access and allow the inspection of or transmit copies upon our request of all information and documents required.
Documentary evidence of origin - Spare parts
The Supplier shall agree to provide us with every certificate of origin, Supplier's declaration, statistical commodity code, or proof of preferential origin, and any other data or document without any delay as required pursuant to the statutory provisions applicable to foreign trade.
The Supplier shall be obligated to keep spare parts for the products delivered to us available in a sufficient quantity for a period of not less than 15 years after delivery.
If the Supplier intends to discontinue the production of any spare part for any product delivered to us, the Supplier shall notify us about such circumstance in writing immediately after adopting the decision on such discontinuance. Subject to item 10.2 above, such decision must be taken at least 6 months before production is discontinued. During such period, we shall still be entitled to give any purchase order under competitive conditions, and the Supplier will perform any such order for us.
The Supplier shall agree to pay not less than the minimum wage as defined by the German minimum wages act of 11 August 2014 to those of its employees who are appointed for performing the deliveries ordered pursuant to the underlying contract. The Supplier shall indemnify us against any claim alleged in the event that any infringement of the provisions set forth in the German minimum wages act is committed by the Supplier or by any of its subcontractors.
Notwithstanding any other right to terminate or rescind any contract or agreement, we shall be entitled to rescind or terminate the contract with immediate effect if the Supplier and/or any of the Supplier's subcontractors culpably infringe upon any of the foregoing provisions or upon the German minimum wages act dated 11 August 2014. The Supplier shall agree to compensate any loss or damage incurred by us as a consequence of such rescission or termination. Any claim of the Supplier for non-performance shall be excluded. In other respects the consequences of rescission and termination shall be governed by the statutory provisions.
We shall be entitled to require the Supplier to submit a written confirmation for the payment of the minimum wage, and require the Supplier to furnish suitable proof for verifying compliance with this Section 11, including but not limited to a minimum wage declaration from the Supplier's employees, confirmations issued by a tax consultant or a chartered accountant of the Supplier, etc.
Place of jurisdiction – place of performance
These Terms and Conditions of Purchasing and every legal relationship between us and the Supplier shall be governed by the laws of the Federal Republic of Germany, excluding the UN Sales Convention.
The place of performance for any supplementary performance shall, at our option, be our place of business, or the place of use or destination relevant for the delivery.
If the Supplier is a merchant, a legal entity under public law or a special fund under public law, our place of business shall be the exclusive place of jurisdiction for any dispute which may arise in relation with the contractual relationship. But we shall also be entitled to bring action, at our option, at the place of performance applicable to the delivery commitment, or at the Supplier's place of business.