General terms and conditions of delivery and business
General terms and conditions of delivery and business of KASPAR SCHULZ Brauereimaschinenfabrik & Appartebauanstalt GmbH - As at: Jan. 2022
I. Scope of applicability
All deliveries and services of KASPAR SCHULZ Brauereimaschinenfabrik & Apparatebauanstalt GmbH (hereinafter referred to as “deliveries") are based on these General Terms and Conditions of Delivery and Business. Deviating contractual terms and conditions of the Customer shall not become part of the contract unless they are expressly and unambiguously confirmed in writing by an authorised representative of KASPAR SCHULZ Brauereimaschinenfabrik & Apparatebauanstalt GmbH (hereinafter the “Supplier”).
II. Validity of the offer
Offers of the Supplier are subject to confirmation. The validity of the offer is limited to 30 days from the date of the offer, unless a different offer is made.
III. Scope of delivery and services
Deliveries shall be limited to the scope stated in the Supplier's offer. All other goods and services are expressly excluded.
IV. Conclusion of the contract
A contract shall be concluded upon written order confirmation by the Supplier, unless expressly agreed otherwise.
Provisions of orders or other documents of the Customer which are incompatible with or go beyond these General Terms and Conditions of Delivery and Service and the Supplier's offer shall only apply if they have been expressly accepted by the Supplier.
Ancillary agreements and amendments always require written confirmation by the Supplier.
V. Service on site
The basis for the Supplier's on-site services, such as assembly, commissioning, repairs and services, is unrestricted access to the place of performance and its unrestricted use, so that the Supplier can perform its on-site services without delay or interruption. Should this not be the case for reasons for which the Supplier is not responsible, the Supplier shall be entitled to reimbursement of the additional costs incurred by it as a result and reasonable adjustment of the contractually agreed execution dates.
Included in the Customer's scope of performance are all the on-site supplies and performances which the Supplier requires for its on-site services that are not explicitly included in the Supplier's contractually defined scope. These include, but are not limited to, the provision of construction work, raw materials and process materials, illumination/lighting, heating, social/sanitary and office space.
If the Customer provides the Supplier with personnel, it shall ensure that they are qualified and are available to the Supplier to a sufficient extent. The responsibility for the performance of the personnel provided shall remain with the Customer.
VI. Delivery time / Delay
Delivery times are only binding if they have been expressly agreed and marked as such. Compliance with deadlines by the Supplier shall be subject to the timely, complete and correct receipt by the Supplier of all documents to be provided by the Customer as well as necessary permits and approvals, as well as compliance with the agreed terms of payment, provision of security and the fulfilment of other obligations of the Customer. If these requirements are not fulfilled in time, the delivery times shall be extended appropriately, if necessary taking into account the periods required for resuming work on the delivery.
VII. Prices and terms of payment
Unless otherwise agreed, our prices are ex works (EXW according to Incoterms 2020) excluding packaging and loading and plus the current VAT at the relevant time.
Our prices do not include any fees, customs duties, levies or other taxes which may be incurred in the course of the performance of the contract. These shall be additionally paid by the Customer, irrespective of whether the Customer or the Supplier is the party liable for payment.
The terms of payment of our respective offer apply.
All payments are due within 10 days of the invoice date, net without deduction.
Payments shall be deemed to have been made when the corresponding amount is available in the Supplier's account.
Bank and other transaction costs shall be borne by the Customer.
The Customer shall not be entitled to withhold payments if the conditions for the payments cannot be fulfilled for reasons beyond the Supplier's control, which includes, but is not limited to, failure of the Customer to accept announced equipment deliveries, carry out tests or release any documents.
VIII. Price escalation clause
In the event that, after conclusion of the contract, the net purchase prices to be paid by the contractor for the contractual materials (in particular stainless steel) increase by more than 5.00 per cent at the time of delivery, each of the two contracting parties shall have the right to demand that the other enter into supplementary negotiations with the aim of bringing about, by agreement, an appropriate adjustment of the contractually agreed prices for the contractual materials concerned to the current delivery prices.
IX. Retention of title
Deliveries remain the property of the Supplier until all claims of the Supplier have been settled in full.
The Supplier authorises the Customer to dispose of the goods in the ordinary course of business. In this case, the Customer shall assign to the Supplier all claims in the amount of the final invoice amount (including VAT) accruing to the Customer from the resale against its customers or third parties, irrespective of whether the delivery has been resold with or without further processing. The Customer shall remain authorised to collect this claim even after the assignment. The authority of the Supplier to collect the claims itself remains unaffected. However, the Supplier undertakes not to collect the claim as long as the Customer meets its payment obligations under the agreed contracts, the Customer's financial situation does not deteriorate significantly, the Customer is not in payment default and, in particular, no application for the initiation of insolvency proceedings has been filed, the Customer is not insolvent and no other valid reason exists. If this is the case, however, the Supplier may demand that the Customer disclose the assigned claims of the Supplier and their debtors, provide all information necessary for collection, hand over the relevant documents and inform the debtors of the assignment. This advance assignment includes the acquired claim as well as collateral provided and possible compensation for the claim.
Furthermore, the customer is not permitted to pledge deliveries with retention of title or to assign them as security. In the event of seizure, confiscation or other measures by third parties, the Supplier must be notified immediately.
X. Transfer of risk / Acceptance
The risk shall pass to the Customer when the delivery leaves the works, even if partial deliveries are made or the Supplier has assumed other services, such as shipment or delivery and installation. Insofar as acceptance has to take place by contract, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date or alternatively after the Supplier's notification of readiness for acceptance. The Customer may not refuse acceptance in the case of insignificant defects.
If shipment or acceptance are delayed or do not take place for reasons for which the Supplier is not responsible, the risk shall pass to the Customer. However, the Supplier undertakes to take out the insurance policies requested by the Customer at the latter's request and expense.
In the event of a delay in acceptance by more than one month for reasons for which the Supplier is not responsible, acceptance shall be deemed to have taken place at the latest three months after notification by the Supplier that the goods are ready for delivery.
If the Customer uses the delivery commercially before the actual acceptance, the acceptance shall be deemed to have taken place as a result and the risk shall pass to the Customer at the beginning of the commercial use.
XI. Liability for material defects
The Customer must notify us in writing of any defects in the delivery without delay, but no later than two weeks after their discovery. If the Customer fails to give proper or timely notice of defects, liability for such defects shall be excluded.
The limitation period for claims for defects is 24 months, counting from the date of delivery or readiness for dispatch of the delivery. If the Customer and the Supplier have agreed on an acceptance arrangement in an individual contract, the time of acceptance shall be deemed to be the beginning of the limitation period, but no later than three months after notification that the delivery is ready for dispatch, should the acceptance be delayed for reasons for which the Supplier is not responsible.
Insofar as there is a defect in the delivery, the Supplier shall be obliged, at its discretion and to the exclusion of further claims, to rectify the defect or to redeliver the defective part.
The Supplier is entitled to repair or redeliver a defective part of the delivery at least three times before failure of the subsequent performance is deemed to have occurred.
The place of subsequent performance shall be the Supplier's works. The Customer shall give the Supplier the necessary time and opportunity to remedy the defect.
If the Customer has incorporated a defective part of the delivery into another item or real property, the Customer shall bear the necessary costs and the risk for removing the defective part and for installing the repaired or newly delivered part.
Insofar as notifications of defects turn out to be unjustified through no fault of the Supplier, the Customer shall reimburse the Supplier for the costs incurred and proven for the purpose of the alleged subsequent performance.
The Supplier shall be entitled to make the rectification of defects conditional on whether the Customer has paid the due purchase price. However, if a defect is present, the Customer shall be entitled to withhold a reasonable part of the purchase price in proportion to the costs of remedying the defect until the defect has been remedied.
In general, the following applies: Claims for defects shall not exist in the event of unsuitable or improper use or faulty assembly or commissioning by the Customer or third parties, natural wear and tear, unsuitable processing and operating materials, defective supplies or chemical, electrochemical or electrical influences, unless they were caused by the Supplier.
XII. Liability for defects of title
The Supplier's liability for defects of title is limited to the following provision:
If the delivery is used to infringe industrial property rights or copyrights in the Federal Republic of Germany, as a rule the Supplier shall, at its own expense, procure for the Customer the right to continue using the delivery or modify the delivery in a manner reasonable for the Customer so that the infringement of the property right no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the Customer shall be entitled to withdraw from the contract. Under the aforementioned circumstances, the Supplier also has the right to withdraw from the contract.
In addition, the Supplier shall indemnify the Customer against undisputed or legally established claims of the owners of the property rights concerned.
This liability provision applies to the Supplier, its legal representatives, employees and/or vicarious agents.
In the event of damage to property or financial loss caused by slight negligence, the Supplier shall be liable for typical contractual and foreseeable damage in accordance with the type and amount of cover provided by its liability insurance.
The Supplier's liability for indirect and/or consequential damages, such as loss of production, loss of turnover and profit, damage to or loss of raw materials or end products, idle times for personnel, plant downtimes, recall costs, compensation obligations of the Customer, loss of information and data or loss of images, shall be excluded - irrespective of the legal grounds.
The total liability of the Supplier for all claims arising from a contract is limited in total to 30% of the contract price.
Limitations of the Supplier's liability within the framework of the contractual provisions shall not apply if there are legally binding liabilities, such as in cases of intent, gross negligence or injury to life and limb. In such cases, the Supplier's liability shall be limited only to the extent permitted by the applicable statutory provisions.
XIV. Force majeure
The Customer and the Supplier shall be entitled to suspend their obligations under the contract if performance is prevented by circumstances which are unforeseen events. Unforeseen events are in particular cases of force majeure, such as strikes, war, official orders, a credibly made rejection of a significant part of the delivery without fault, other proven delays without fault, fire, natural disasters, epidemics, pandemics, military mobilisation, insurrection, confiscation, terrorism or sabotage.
If the delay resulting from unforeseen events is more than three months, either party shall have the right to terminate the contract in writing. In this case, the Supplier shall be entitled to payment of all payments due up to the time of termination as well as remuneration for all deliveries and services provided up to that time which can no longer be averted, including the goods and services which the Supplier is obliged to pay for.
XV. Confidentility / Intellectual property
All documents and information of the Supplier - whether passed on orally or in writing - which the Customer has received directly or indirectly from the Supplier may be used by the Customer solely for the purpose of operating, maintaining or repairing the delivery and only for the respective project. This information is considered proprietary and confidential information.
XVI. Software usage
Insofar as software is part of the delivery, the Customer shall be granted a non-exclusive right to use the delivered software including its documentation. It is provided exclusively for use on the delivery item intended for that purpose. Any other use is not permitted.
The Customer may only reproduce, revise, translate or convert the software from the object code to the source code to the extent permitted by law (Section 69a et seq. of the German Copyright Act (UrhG)). The Customer undertakes not to remove manufacturer's details - in particular copyright notices - or change them without the Supplier's prior written consent.
All other rights to the software and the documentation, including copies, shall remain with the Supplier. The granting of sub-licences is not permitted.
XVII. Foreign trade law / Export control
The Supplier's performance of the contract is subject to the proviso that there are no obstacles to performance due to national or international regulations, in particular export control regulations as well as embargoes, import restrictions or other sanctions. The parties undertake to provide all information and documentation required for the export/transfer/import. Delays due to export inspections or approval procedures shall invalidate deadlines and delivery times. Claims for damages are excluded in this respect and due to the aforementioned exceeding of deadlines.
XVIII. Export Prohibition - Russia
The buyer undertakes not to re-export the goods and technologies acquired under this contract to Russia or for use in Russia. This obligation applies regardless of whether the re-export occurs directly or indirectly, in whole or in part. The buyer acknowledges that this obligation is based on article 12g of Council Regulation (EU) No. 833/2014 of July 31, 2014, concerning restrictive measures in view of Russia's actions destabilizing the situation in Ukraine.
XIX. Applicable law / Place of jurisdiction
The laws of the Federal Republic of Germany apply, to the exclusion of the UN Convention on Contracts for the International Sale of Goods. The place of jurisdiction for both parties for all disputes arising directly or indirectly from the contract is the head office of the defendant.
XX. Final provision
Should individual provisions of these General Terms and Conditions of Delivery and Business or additionally agreed individual provisions be invalid in whole or in part, this shall not affect the validity of the remaining provisions.
The parties undertake to replace the invalid provisions with provisions that come as close as possible to the economic sense and purpose of the invalid provisions in an effective manner.
Assignment of this contract or claims hereunder is only permitted with the prior consent of the other party. Excluded from this are the provisions of section 8 of these General Terms and Conditions of Delivery and Business.
General terms and conditions of purchase
General terms and conditions of purchase (GPC) of KASPAR SCHULZ Brauereimaschinenfabrik & Appartebauanstalt GmbH - As at: July 2017
1.1 The following terms and conditions are an integral part of the contract concluded with us. Deviating terms and conditions of the contractor shall only apply if we have agreed to their validity in writing. This requirement of consent shall also apply if we accept the contractor's deliveries without reservation in the knowledge of the contractor's general terms and conditions.
1.2 Delivery in response to the order placed by us shall be deemed to be acceptance of our GPC.
1.3 Our Terms and Conditions of Purchase only apply to entrepreneurs within the meaning of Section 310 (1) of the German Civil Code (BGB).
1.4 The GPC in their current version shall also apply as a master agreement for future contracts with the same contractor without us having to refer to them again in each individual case; we shall inform the contractor immediately of any changes to our GPC in this case.
1.5 Legally relevant declarations and notifications to be made to us by the contractor after the conclusion of the contract must be made in writing to be effective.
1.6 All correspondence must contain our order number, the material number and the contact person in purchasing; if this is omitted, we shall not be responsible for delays in processing.
II. Offers and orders
2.1 In principle, we request a binding offer in our enquiries being free of charge for us. We do not grant any remuneration for visits or the preparation of offers and designs, unless they have been expressly confirmed in writing in advance by our specialist purchasing department.
2.2 The contractor must accept our order within a period of two weeks. After the expiry of this period we are no longer bound by our order. If the order confirmation deviates from the order, we shall only be bound if we confirm that deviation in writing.
2.3 Our order shall be deemed binding at the earliest upon submission in writing or confirmation. Orders placed orally or by telephone require subsequent written confirmation by the specialist purchasing department in order to be legally valid. The same applies to oral subsidiary agreements and amendments to the contract.
2.4 Within the bounds of reasonableness, we may demand that the contractor make changes to the design and execution of the delivery item even after the contract has been concluded. The effects of this shall be reasonably agreed by both parties, in particular with regard to additional or reduced costs and delivery dates.
2.5 The drawings and other documents made available to the supplier for the preparation of offers must be returned with the offers without fail. Under no circumstances may such documents be passed on to third parties without our written consent. We reserve all rights to our documents, in particular ownership and copyright.
III. Pricing / Terms of payment
3.1 All prices are free at place of receipt (DDP according to Incoterms 2020). They apply to all deliveries and services which the contractor has to effect in order to fulfil its performance obligations up to and at the agreed place of receipt. Shipping and packaging costs are covered by the agreed remuneration. The contractor shall collect the packaging material at our request and shall bear the costs of disposal.
3.2 The agreed prices are fixed prices and exclude subsequent claims and price increases of any kind. If no prices are stated in the order, then the contractor's current list prices with the customary deductions shall apply or the supplier shall state them in the order confirmation. If we object to the prices stated in the order confirmation within seven working days after receipt thereof, a contract shall not arise between us and the supplier. Statutory sales tax is included in the price. It must be shown separately in all invoices.
The supplier shall be entitled to prove to KASPAR SCHULZ that no damage or significantly lower damage has been incurred as a result of the delay. KASPAR SCHULZ has the right to prove that higher damage has been incurred.
3.3 Invoices of the contractor shall be issued in a single copy and shall contain for each delivery all details required in the order, in particular the order number as well as the required documents, and shall be submitted separately from the respective consignment. All further documents, in particular proof of delivery, must be made available to us upon request.
3.4 If documents are missing or incorrect or incomplete or if the invoice is not verifiable for other reasons, the supplier's claim shall not be due.
3.5 Payments do not imply acceptance of the deliveries or services as being in accordance with the contract.
3.6 In the event of defective or incomplete delivery or performance, we shall be entitled to withhold payments and claims arising from the business relationship to a reasonable extent until proper performance has been rendered.
3.7 Unless otherwise agreed, payments shall be due net within 30 days. If payment is made within 14 days, we are entitled to a 3% discount. The payment period shall commence as soon as the delivery or service has been provided in full and the correctly issued invoice has been received. The receipt of our transfer order by our bank shall be sufficient for the timeliness of the payments owed by us. Discount deduction is also permissible if we offset or withhold payments in an appropriate amount due to defects.
3.8 We do not owe any maturity interest. The statutory provisions apply to the occurrence of our default, with the exception of Section 288 II BGB, so a written reminder by the contractor is required in any event.
3.9 The contractor shall only have a right of set-off or retention on the basis of counterclaims that have been established with legally binding effect or are undisputed.
3.10 If a complaint is made about the ordered performance, we shall be entitled to deduct any payment already made without first requesting a credit note from the contractor.
IV. Delivery dates / Place of performance / Default
4.1 Agreed delivery dates and deadlines are binding. In the event of a foreseeable delay in a delivery or service or if its quality is not in accordance with the contract, we must be notified immediately and our decision on further action obtained.
4.2 The timeliness of deliveries or subsequent performance shall be determined based on the date of receipt at the place of receipt specified by us, and the timeliness of deliveries with installation or assembly shall be determined based on their acceptance.
4.3 The unconditional acceptance of the delayed delivery/service does not constitute a waiver of claims for compensation.
4.4 If the contractor is in default, we shall be entitled to charge a contractual penalty of 1% for each commenced working day of delay, but not more than 5% of the total contract sum (gross). We shall be entitled to claim the contractual penalty in addition to performance and as a minimum amount of damages owed by the contractor in accordance with the statutory provisions; the assertion of further damages shall remain unaffected.
4.5 If the relevant reservation is omitted upon acceptance of the deliveries or services or subsequent performance, the contractual penalty may nevertheless be claimed if the reservation is declared by the time of final payment.
4.6 If the delivery is made to an address that does not correspond to the delivery address specified by us, we reserve the right to demand immediate transport to the agreed delivery address. Alternatively, we shall be entitled to carry out the transport ourselves without further notice and to claim any costs incurred for this against the contractor.
V. Transfer of risk / delivery
5.1 In the case of deliveries with installation or assembly and in the case of services, the risk shall transfer upon acceptance; in the case of deliveries without installation or assembly, the risk shall transfer upon receipt at the place of receipt specified by us.
5.2 The statutory provisions shall apply to the occurrence of our default in acceptance. However, the contractor must also expressly offer us its performance if a specific or determinable calendar date has been agreed for an action or act of cooperation on our part.
5.3 The contractor shall properly pack and ship and adequately insure its delivery and in doing so comply with all relevant packaging and shipping regulations. Additional costs due to non-compliance with shipping regulations shall be borne by the contractor. Packaging materials shall only be used to the extent necessary to achieve this objective. Only environmentally friendly packaging materials should be used.
5.4 We are obliged to inspect the delivery for any deviations in quality and quantity within a reasonable period of time. Our obligation to inspect is limited to defects which become apparent during our incoming goods inspection with external examination including the delivery documents as well as during our quality control in the random sampling procedure. Insofar as acceptance has been agreed, there shall be no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case.
5.5 The complaint shall be deemed to have been made in good time if it is made within a period of five working days, calculated from the date of receipt of the goods or, if the defects are only noticed during processing or putting to use, from the date of their discovery.
5.6 In addition to the official and statutory documentation, the scope of delivery and services of the supplier also includes the documentation mentioned by the supplier in the order documents.
5.7 In the case of deliveries abroad, the documentation required in each country is part of the supplier's scope of supply and services.
5.8 Products that are subject to export restrictions in whole or in part must be declared and documented accordingly by the supplier. The supplier shall point out current restrictions or delivery limitations already at the offer stage, but at the latest before acceptance of the order.
VI. Claims for defects
6.1 Notwithstanding Section 442 (1) sentence 2 BGB, we shall also be entitled to unlimited claims for defects if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence. This does not apply to our obligations under 5.4 and 5.5.
6.2 We are entitled to remedy the defect ourselves at the contractor's expense if there is imminent danger or if there is otherwise a particular need for urgency.
6.3 The limitation period is generally 36 months, counting from the transfer of risk or acceptance, whichever occurs later. The limitation period for construction work is 60 months.
6.4 If the supplier does not carry out the supplementary performance within a reasonable time limit to be set by us, we shall be entitled to take the following measures:
• to withdraw from the order in whole or in part without compensation
• to demand a reduction of the price
• to carry out rectification or new delivery ourselves at the expense of the supplier
• to claim damages instead of performance
• Sections 281, paragraph 2 and 323, paragraph 2 BGB remain unaffected.
6.5 Insofar as the supplier carries out a new delivery or repairs within the scope of subsequent performance, the period specified under 6.4 for the area of subsequent performance shall begin to run again.
6.6 Further or other legal claims remain unaffected.
VII. Ownership / Items to be provided / Tools of the purchaser
7.1 Material provided shall remain our property and shall be stored separately, marked as our property and managed free of charge. Any processing, mixing or combining of provided items by the contractor shall be carried out for us. If our reserved goods are processed or mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of our item (purchase price plus VAT) to the other processed items at the time of processing, mixing or combining.
7.2 In the event of attachment of items owned by us, the contractor undertakes to inform the attaching party about our ownership title and notify us about this situation without delay.
7.3 Insofar as our security interest in accordance with section 7.1 of these GPC exceeds the purchase price of all our reserved goods not yet paid for by more than 10%, we shall be obliged to release the security interests at our discretion at the request of the contractor.
7.4 The contractor must insure tools belonging to us at replacement value against fire, water and theft damage at its own expense. At the same time, the contractor hereby assigns to us all claims for compensation arising from that insurance; we hereby accept the assignment.
7.5 Tools belonging to us shall be marked by the contractor as our property and shall only be used for the purposes of the contract.
7.6 The contractor must carry out any necessary maintenance and repair work on our tools in good time at its own expense. It shall notify us immediately of any malfunctions; if it culpably fails to do so, this shall not affect any other claims for damages resulting therefrom.
7.7 Tools, moulds, samples, models, profiles, drawings, standard sheets, printing templates and other documents provided by us, as well as items manufactured according to them, may not be passed on to third parties or used for purposes other than the contractual purposes without our written consent. They must be secured against unauthorised inspection or use even after termination of the contract and returned to us without being requested. The obligation to maintain secrecy shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known.
7.8 The supplier undertakes not to include deliveries and services provided for us in catalogues, media or other advertising and sales documents unless we have given our written consent to this.
VIII. Software usage
8.1 The supplier grants us a non-exclusive, transferable, worldwide and perpetual right to use or have used software and the associated documentation, as well as to copy the software for installation in hardware.
8.2 We are entitled to make copies for the purpose of data backup.
8.3 We are additionally authorised to allow end customers to transfer the software licences.
8.4 Technical or technological functions which become known to the supplier through cooperation with us may not be passed on by the supplier to third parties or used for further projects without prior written consent. In the event of an infringement, we shall be entitled to demand compensation for damages.
IX. Exemption / Property rights
9.1 If the contractor is responsible for product damage, it shall indemnify us against claims of third parties to the extent that the cause lies within its sphere of control and organisation and it is liable itself in relation to third parties.
9.2 Within the scope of its indemnification obligation, the contractor shall reimburse expenses pursuant to Sections 683, 670 BGB arising from or in connection with a claim by a third party, including recall actions carried out by us.
9.3 The contractor warrants that no rights of third parties within or outside the Federal Republic of Germany are infringed in connection with its delivery.
10.1 The contractor shall take out and maintain product liability insurance with a lump sum coverage of at least € 5 million per case of personal injury/property damage.
10.2 For transports, the contractor shall maintain transport insurance that fully covers the respective value of the goods to be transported.
10.3 For assembly and other services outside the contractor's works, the contractor shall maintain assembly object insurance with sufficient scope of cover.
10.4 If we are entitled to further claims for damages than the aforementioned insurance benefits, these shall remain unaffected.
XI. Subcontracting / Assignment of receivables
11.1 The transfer of orders to third parties is not permitted without our written consent and entitles us to withdraw from the contract in whole or in part and to claim damages.
11.2 Claims against us may only be assigned to third parties with our consent.
XII. Secrecy / Publication
12.1 The contractor undertakes to keep confidential all information and data which is transmitted to the contractor by the purchaser during the performance of this contract. The contractor shall not disclose, pass on, use or exploit the information and data either directly or indirectly, for its own purposes or for the purposes of third parties. The contractor undertakes to make the information and data transmitted to it by the purchaser accessible only to those employees who need it for the purpose covered by the contract and to oblige those employees, insofar as this is legally permissible, to maintain confidentiality accordingly, even after they have left the contractor's services.
12.2 The aforementioned obligations shall apply as long as the information and data concerned have not become public knowledge.
12.3 The aforementioned obligations arising for the contractor shall not apply to information and data which was already in the public domain at the time of its transmission, was already known to the contractor at the time of its transmission, became public domain after its transmission through no fault of the contractor or was made accessible to the contractor by a third party after its transmission in a legally permissible manner and without restriction with regard to confidentiality or use.
12.4 Any kind of publications regarding deliveries and services for the purchaser shall require the prior written confirmation of the purchaser.
XIII. Jurisdiction / Supplementary provisions
13.1 German substantive law applies, to the exclusion of the UN Convention on Contracts for the International Sale of Goods of 11 April 1980.
13.2 The place of jurisdiction is the court competent for the registered office of our company. However, we are also entitled to bring an action at the supplier's place of business.
13.3 The contractor declares that it complies with the core labour standards of the International Labour Organisation (ILO) and adheres to its tariff compliance and the accompanying minimum wage for its employees.
13.4 No tacit, oral or written ancillary agreements have been made. Amendments or supplements must be made in writing. This also applies to a cancellation or waiver of this written form clause.
13.5 If any provision of these terms and conditions is or becomes invalid, this shall not affect the validity of the remaining provisions. The contractor and the purchaser shall replace the invalid provision with a valid provision that comes as close as possible to the purpose of the original provision.