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General Terms and Conditions of Purchase

As of April 1st, 2015

§ 1 Exclusive Application

(1) Our order is subject to the exclusive application of our general terms and conditions of purchase. These terms and conditions of purchase shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.

(2) These terms and conditions of purchase shall also govern all future transactions between the parties and shall also apply if we except delivery despite our knowledge of differing or contrary terms.

(3) These terms and conditions of purchase shall only apply vis à vis entrepreneurs, governmental entities, or special governmental estates in the meaning of sec. 310 I BGB (German Civil Code).

§ 2 Offer, Acceptance

The Supplier shall accept this order within a reasonable time not exceeding one week. After that, we shall no longer be bound by our order.

§ 3 Delivery, Risk of Loss

(1) Deliveries shall be made DAP (INCOTERMS®2010) to the delivery address stated in the order.

(2) In the event that, in certain cases, delivery terms other than DAP (INCOTERMS®2010) are agreed according to which transport insurance and the costs associated therewith are not the responsibility of the Supplier, we have arranged our own insurance against damage in transit. The Supplier shall therefore notify the freight forwarder that we expressly forbid the Supplier’s freight forwarder from purchasing additional transport or storage insurance or additional liability insurance (collectively "Transport Insurance Cover"). If a freight forwarder charges us costs associated with purchasing Transport Insurance Cover, we shall be entitled to deduct such costs from the invoice of the Supplier without prejudice to any remedies provided by law.

(3) All delivery dates stated in the order or otherwise agreed upon are binding. Premature or delayed delivery are not permissible. Receipt of the delivery at the delivery address or place of receipt specified in the order shall be controlling in determining whether such dates and deadlines have been met. If formal acceptance has been agreed by contract, successful acceptance shall be controlling. In case of premature delivery we are entitled to deduct the damages resulting therefrom from the purchase price. Supplier shall bear the procurement risk, unless otherwise agreed.

(4) The Supplier shall immediately inform us of any threatening or existing delay in delivery, the reasons for such delay and the anticipated duration of such delay. Partial deliveries require the consent of DELO.

(5) If agreed delivery times are not observed, we can demand for each complete working day by which the deadline is overrun an amount of 0.3 %, but a maximum of 5 % of the total order value as a lump sum. In addition, we shall be entitled to claim statutory rights. Acceptance of the delayed delivery or service shall not constitute any waiver of compensation.

§ 4 Prices, Terms of Payment

(1) The prices specified by the order shall be binding. Unless otherwise agreed, the prices are DAP in accordance with INCOTERMS®2010 including packaging.

(2) The purchase price is due and payable within 14 days from receipt of the proper invoice with a 2% discount or net within 30 days from receipt of the proper invoice or delivery of the goods, if received after the invoice and unless otherwise agreed. In the event that a delivery is defective, the deadline shall not begin to run until a defect-free delivery has been received.

(3) For the calculation of purchase price the weight and number of units ascertained by us shall be decisive only.

(4) Payment by us shall not be deemed acknowledgement of terms or prices other than those previously agreed in writing. The point in time when payment is made shall be without prejudice to our rights to raise objections or make claims for warranty.

§ 5 Product Liability, Insurance

(1) The Supplier shall, upon first demand, indemnify us and hold us harmless from and against any and all liability or claims of third parties based on the manufacture, delivery, storage, or use of the delivered goods. In cases of fault-based liability this only applies if the Supplier is to be held responsible. If and to the extent that the cause of damage is the Suppliers’ responsibility, the Supplier shall carry the burden of proof. The above indemnification shall not apply if the claim is based on our intentional or grossly negligent breach of duties.

(2) The Supplier shall, at all times during the term of this contract, maintain global product liability insurance with an adequate minimum insurance amount of 3,000,000 EUR for each single occurrence of personal and property damage. Supplier shall submit such certificate of insurance upon request immediately. Further damages shall remain unaffected.

§ 6 Offset, Retainer

We reserve all rights to offset or retain payment provided by applicable law.

§ 7 Liability, Warranty

(1) We reserve all rights and remedies for non-conformity provided by applicable law. We are especially entitled, upon our election, to claim remedy of defects, delivery of conforming goods, and damages. We do not accept any exclusion of liability in the Supplier’s terms and conditions as regards claims for consequential or indirect damages caused by slight negligence and gross negligence of, inter alia, vicarious agents.

(2) If DELO informs the Supplier of the intended use of the goods to be supplied, the Supplier warrants that its delivery and service are suitable for that use.

(3) In case of imminent danger we are entitled, after giving notice to the Supplier, to remedy the defects on the Supplier's cost.

(4) Warranty claims shall be time-barred after 24 months of the passage of risk.

§ 8 Quality Assurance/Change in Quality

(1) The Supplier undertakes to warrant permanent quality assurance for its goods by means of installation of an adequate quality assurance system, e.g. DIN EN ISO 9001 ff or similar or otherwise suitable during and after production of its deliverables. The Supplier shall create documentation on these tests and checks.

(2) The Supplier shall keep replacement parts for the goods available throughout the reasonable life of the goods. In the event that product change notifications and/or product discontinuation notifications for any of the goods are received, the Supplier shall be under an obligation to take appropriate action to ensure continued supply and to notify us without undue delay after it obtained knowledge thereof.

(3) Without being requested to do so, the Supplier shall immediately inform us of changes in

  • Material composition,
  • Product designation,
  • Test methods/equipment,
  • Relocation of production sites,
  • Storage conditions prescribed,
  • Safety-relevant changes in the material safety data sheet,

provided that we are affected by the change. The changes shall require the written consent of us.

(4) To this end, the Supplier shall inquire with its upstream Suppliers on a regular basis whether they have any plans for product changes or market withdrawals, provide us with information about potential alternative products and submit the relevant datasheets, samples, etc. to us without solicitation. From receipt of a product change notice or market withdrawal notice, we shall be given an option for at least six months to place a last order with the Supplier on the terms currently in force when the product change notice or market withdrawal notice is received. If the Supplier fails to do so, it shall be liable for damages resulting from the failure.

§ 9 Packaging

The Supplier warrants a proper packaging to safeguard that the products arrive at our site in sound condition. Supplier undertakes to ship the goods it has produced or processed only in packaging in compliance with the latest version of official packaging regulations. In addition the Supplier agrees to take it back after use at no charge and to reuse or recycle it.

§ 10 Warranty of Title

(1) The Supplier warrants that the goods are free from rights of third parties and that delivery of the goods does not violate any rights of third parties. The Supplier shall indemnify us, upon first demand, from any claims of third parties in this regard.

(2) Claims based on defect in title shall be time-barred pursuant to § 7 (4) above.

§ 11 Notice of defects

We shall check the identity of the goods, compliance of the delivery received with the order concerned and for obvious and visible damage caused in transit, and shall notify the Supplier of any visible defects within one week of delivery. We shall check the quantity and identity of incoming deliveries only on the basis of the delivery documentation and the marking on the external packaging of the goods. We shall be under no obligation to undertake any further technical inspection of incoming goods on receipt.We will give notice of concealed defects five days after detection. In this regard, Supplier waives the argument of receiving delayed notice of defects.

§ 12 Confidentiality

(1) If a separate non-disclosure agreement has been entered into between the Supplier and us, it shall apply mutatis mutandis to all information disclosed in connection with a delivery or otherwise. In all other cases, the following provisions shall apply:

(2) The Supplier shall keep all images, drawings, calculations, documents and other documents and information disclosed to it verbally, in writing or in any other form in connection with the delivery which is marked or designated as confidential or which by its very nature is confidential ("Confidential Information") strictly confidential. In case of doubt the respective information is deemed to be confidential. This shall not apply to information which (i) is generally known or lawfully disclosed to the public, (ii) was lawfully known to the Supplier before it received the same from us, (iii) was independently developed by the Supplier without resorting to or using the information received from us, (iv) the Supplier lawfully obtained from third parties not bound by confidentiality obligations who themselves obtained such information lawfully without being bound by confidentiality obligations, (v) the Supplier is required to disclose under statutory, regulatory or judicial orders; in this case, the Supplier shall notify us of the disclosure and shall restrict its scope as far as possible. The Supplier may disclose or forward Confidential Information to third parties only with our express prior written consent. Confidential Information may be disclosed to employees only to the extent necessary for the performance of the contractual obligations incumbent on the Supplier.

(3) The confidentiality obligation shall also apply for an indefinite period beyond full completion of the deliveries. The Supplier may not use Confidential Information for purposes of its own other than for the performance of the contract. The Supplier shall be permitted to refer to the business relationship between us and the Supplier for advertising purposes, in whatever shape or form, including, without limitation, in reference lists, only with our express prior written consent. The Supplier shall be liable for all damages we may suffer due to non-compliance with the aforementioned confidentiality obligations.

§ 13 Customs Declaration, Export Control

(1) Supplier shall be responsible for the proper declaration of goods compliant with the applicable directives and regulations of Germany and the EU in case the Suppliers’ head office is located abroad or the goods are imported by Supplier. Supplier shall declare the goods conform to VO EG Nr. 1207/2001, amended by VO EG Nr. 1617/2006. Also, a long term Suppliers declaration valid for maximum one year is permissible. If Supplier disregards this duty to declare, it shall be responsible for costs arising therefrom.

(2) The Supplier shall in particular ensure on its own responsibility that the goods it is to supply or any part thereof are not subject to any national or international export control regulations. If any of the goods or parts thereof are subject to such export control regulations, the Supplier shall obtain the necessary export licences for worldwide export at its own cost.

§ 14 REACH, CLP, RoHS, Conflict Minerals

(1) Moreover, the Supplier shall ensure on its own responsibility that the goods comply with the provisions of Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals ("REACH") as currently amended. In particular, the substances contained in the goods shall be pre-registered or registered, respectively, as required under REACH. The Supplier shall provide us with safety data sheets and further information in accordance with REACH without solicitation. In particular restrictions and/or prohibitions of substances respectively applications and possible concentrations of substances of the candidate list (SVHC) shall be notified to DELO. The information shall be sent to

(2) Chemical substances shall be classified, labelled and packed according to Regulation (EG) No. 1272/2008 (“CLP-regulation”).

(3) Moreover, the Supplier shall ensure on its own responsibility that the goods it is to supply or any part thereof fully comply with the requirements of the RoHS Directive 2011/65/EU ("RoHS") as currently amended, and the national legislation implementing this Directive within the European Union, and are suitable for RoHS-compliant manufacturing processes.

(4) Supplier confirms that he is not supplying materials or products that contain Tin, Tantalum, Gold or Tungsten (Conflict Minerals) that are sourced of the Democratic Republic of Congo (DRC) in mines of conflict.

§ 15 Minimum Wages

(1) The Supplier shall pay all employees at least the minimum wage required by the applicable minimum wage legislation. In addition to their compensation for regular hours of work, employees shall be compensated for overtime hours at the premium rate required by applicable laws and regulations. The Supplier shall not use deductions from wages as a disciplinary measure. The Supplier shall offer vacation time, leave periods, and holidays consistent with applicable laws and regulations. The Supplier shall pay employees in a timely manner and clearly convey the basis on which employees are being paid.

(2) DELO shall be entitled to immediate termination of any contracts without prior notice in case of breach of obligations of the minimum wage legislation by the Supplier.

(3) The Supplier shall, at first request, indemnify DELO from any claims arising out of any breach of the obligations of the minimum wage legislation caused by Supplier or sub-supplier in its supply chain. This indemnification shall be applicable to civil liability or for other administrative fines or penalties due to breach of the minimum wage legislation including any costs for legal action, provided that the claims alleged arose out of the breach of obligation of supplier or sub-supplier. For the sake for clarity, this indemnification is also applicable regarding claims of social security funds and financial authorities.

§ 16 Compliance with Statutory Requirements

(1) The Supplier shall ensure on its own responsibility that the goods it is to supply or any parts thereof comply with all applicable laws, guidelines, regulations or other provisions of public law and regulations of authorities and employers’ liability insurance associations [Berufsgenossenschaften].

(2) In the event that any of the provisions set out in § 13, § 14, § 15 (1) is found to be breached and the Supplier is responsible for such breach, the Supplier shall expressly indemnify us against all liability and responsibility in the external relationship, on whatever legal ground and shall bear all costs incurring to us in the event of contravention.

§ 17 Tooling Equipment

Any models and tools which are produced by the Supplier at our expense shall become our property upon payment for them. A loan agreement shall substitute the disposal. The tooling equipment shall be treated with care by the Supplier, indicated as our property and – where possible – stored separately from the other products of the Supplier, as well as insured at the expense of the Supplier at replacement value against disasters such as fire, water, theft, loss and other damage. The Supplier shall undertake any maintenance and inspection works in due time at its own cost. The Supplier shall report any incidents to us promptly. This shall be without prejudice to any claims for damages we may be entitled to. Resale of the parts produced using these models and tools shall not be permitted without our express written approval. We are entitled to visit the Supplier’s site to inspect the tooling equipment, the Supplier shall grant access to the site for this purpose.

§ 18 Reservation Of Title, Free-Issue Materials

(1) Reservations of title by the Supplier which go beyond simple reservation of title [einfacher Eigentumsvorbehalt] do not exist.

(2) Free-issue materials [Beistellungen] (e.g. products provided by us for installation in the goods to be supplied) we surrender to the Supplier shall remain fully owned by us. The same shall apply to tools, drawings and other documents surrendered to the Supplier in connection with the formation or handling of the contract.

(3) The Supplier shall process or convert free-issue materials for us. If the free-issue materials are processed in this context together with other items not owned by us, we shall acquire co-ownership of a newly created item in the same proportion as the value of our free-issue materials bears to the value of the other items processed or converted as at the time they are processed or converted. If free-issue materials are inextricably mixed or combined with other items not owned by us, we shall acquire co-ownership of the newly created item in the same proportion as the value of our free-issue materials bears to the value of the other items mixed or combined with them as at the time they are mixed or combined. In the event that the items of the Supplier become the principal item compared to our free-issue materials as a result of such mixing or combination, the Supplier shall transfer to us proportionate co-ownership of the new item and hold it for us.

§ 19 Force Majeure

Each party can invoke force majeure only after immediate notice to the other party of occurrence and the duration of it.

§ 20 Place Of Performance, Applicable Law, Jurisdiction

(1) The delivery address specified in the order shall be the place of performance for the obligations of the Supplier.

(2) This contract shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Sales Convention (CISG). However, we shall also be entitled to sue the Supplier at its general place of jurisdiction.

(3) Exclusive place of jurisdiction for all disputes arising out of or in connection with this contract shall be Munich.

§ 21 Miscellaneous

(1) The Supplier shall notify us without undue delay of any changes with respect to its company name, relocation of operations, ownership or shareholders.

(2) In the event of any inconsistency, the German version of our GTP shall prevail and shall be the sole binding basis for determining legal validity and for interpretation of the GTP.

§ 22 Severability Clause

Should any of the foregoing provisions be or become invalid, the validity of the remaining provisions shall not be affected thereby.

General Terms and Conditions of Purchase for Services

As of August 1st, 2017

1. Subject and definitions

(1) These terms and conditions shall apply to any contracts (hereinafter referred to as “Contract” or “Order”) by which DELO commissions any services (hereinafter referred to as “Services”), particularly service activities and work which are neither construction services nor information technology services nor development-related services. Manufacture and delivery of materials intended for processing by DELO shall neither be covered by these terms and conditions.

(2) Pursuant to the restrictions specified in 1.1, Services within the meaning of these terms and conditions shall particularly comprise:

  • services of any kind
  • cleaning activities of any kind
  • transportation services
  • servicing and maintenance activities
  • assembly work
  • repair activities
  • surface processing
  • services in the field of electrical engineering
  • analytical services

2. Conclusion of contract

(1) Any declarations aiming at conclusion of contract or amendment of contract, such as orders, offers, order confirmations, etc., shall only be binding if they are made in writing. Any correspondence must be directed to the respective contact persons in the responsible division of DELO.

(2) Contractor’s general terms and conditions of business shall not apply even if not explicitly opted out in the individual case.

(3) Contractor shall treat the conclusion of Contract as confidential. They may only use DELO as a reference towards third parties upon DELO’s written consent.

3. Contents of contract

The contractual arrangements consist of:

  • DELO’s order letter or confirmation letter
  • these “General Terms and Conditions of Purchase for Services”
  • any regulations and subject-specific standards as well as DELO’s guidelines or the like applicable to the services agreed at conclusion of contract referenced in the documents relevant for the conclusion of contract
  • contractor’s quotation.

The above-mentioned documents shall be decisive in the given order.

4. Performance of contract

(1) The scope of order shall include the provision of any machines, devices, scaffolding, lifting gear, accommodation, etc. required in order to execute the Order. If DELO provides such items in the individual case, contractor shall be liable for loss of or damage to the item not attributable to normal wear and tear.

(2) If contractor wants to bring in third-party contractors in order to fulfill their obligations, they must obtain DELO’s written consent prior to conclusion of sub-contracts. This shall not apply to any services for which contractor’s business is not equipped, provided that the services placed with the sub-contractor are not of essential relevance. In any case, contractor is obliged to inform DELO in writing of the involvement of sub-contracts already prior to placement of the Order. Contractor shall arrange terms and conditions with the sub-contractor in such a way that compliance with the contractual stipulations between DELO and contractor is ensured.

(3) Any Services to be rendered in DELO’s plant area must not hinder their operation and any third parties more than to an inevitable extent.

(4) When providing Services, contractor shall have special duty of care regarding environmentally hazardous substances. If during performance of Services contractor releases any pollutants, finds any pollutants or assumes the presence of any such substances, they shall immediately inform DELO.

(5) DELO shall have authority to give instructions towards the contractor. This, however, shall not involve a general right of instruction towards contractor’s staff.

(6) Contractor shall supervise the staff working for them to the necessary extent.

(7) On request, contractor shall provide DELO with a list detailing the names of staff supposed to be employed in the plant area. The list shall always be kept up to date. On DELO’s request contractor shall prove that any staff employed has the statutory social security coverage. For cause, any staff employed by contractor may be denied access to DELO’s plant area.

(8) Contractor shall ensure that the staff employed by them comply with DELO’s instructions regarding the maintenance of order and safety and submit to their usual control procedures.

(9) Any Service where substances hazardous to health may emerge as well as hot work and work with danger of ignition requires a permit from the building management or the fire protection officer which has to be requested in time. Any possible obstructions, e.g. due to delayed application, shall be borne by contractor.

(10) Contractor shall ensure that information on occupational safety for employees of external companies are complied with. These are an integral part of the Contract. Furthermore the regulations valid at the respective business premises of DELO, particularly the external company guideline, shall be complied with. If the external company guideline contains any provisions contradicting these General Terms and Conditions of Purchase, these General Terms and Conditions of Purchase shall take precedence. DELO exercises the domiciliary right. There is the obligation to wear the visitor’s pass in clearly visible manner.

(11) Unless otherwise stipulated, contractor’s highest-ranking employee shall contact the responsible employee of DELO prior to commencement of Services, coordinate the provision of Services and check out after provision of Services.

(12) Prior to commencement of work, contractor will clarify with DELO how and by whom the disposal of waste is ensured. This applies, among other things, to the provision of containers, selection of the intended disposal contractor, sampling and classification of waste. After completion of Services, waste must only be left upon consultation.

(13) Prior to commencement of Services, contractor shall take over the place of service provision and shall verify its correctness with regard to foundations, connections, staking-out, etc.. Should contractor’s Services be queried at a later time, contractor can only appeal to defects of preliminary work recognizable for them if contractor informed DELO of these defects in writing immediately after having checked the preliminary work.

(14) Unless otherwise agreed, contractor shall establish any supply lines for electricity and water to the point of use in accordance with DELO at their own expense considering the valid technical regulations and shall remove them immediately after completion of work.

(15) If contractor recognizes that DELO’s specification of Services - any concept, other definitions of tasks or requirements - are objectively unfeasible, faulty or vague, they shall inform DELO of this fact immediately in writing stating well-founded reasons.

5. Prices

(1) Any prices and remuneration rates agreed shall be fixed prices and - except when otherwise agreed - shall include customary ancillary costs, such as material, protection of exposed items against damage, travel costs and traveling time. They are subject to the statutory value added tax

(2) Additional services compared to the order documents require DELO’s written consent. Should any additional services be rendered without this consent, contractor shall only be entitled to remuneration if the additional services were necessary and obtaining prior consent was not possible.

6. Deadlines, delays

(1) Any execution periods agreed and set down in writing shall be binding contractual deadlines. 1

(2) If contractor recognizes that the agreed deadlines cannot be met, they shall inform DELO immediately of this fact. The obligation to comply with any agreed deadlines shall remain unaffected.

(3) In the event of contractor’s delay DELO shall be entitled to demand lump-sum delay damages per completed week of delay amounting to 1% of the unit price of the Service with which contractor is in delay, however, a maximum of 5% of the total order value; any further statutory claims (cancellation or compensation for damage instead of fulfillment) shall remain reserved. Contractor has the right to prove that the delay did not result in any damage or only an essentially lower damage.

(4) In the event of contractor’s delay and after unsuccessful expiry of a reasonable grace period set by DELO, DELO may execute themselves the Service not yet rendered or have it executed by a third party at contractor’s expense; if any documents are required for this purpose, which are in contractor’s possession, they shall immediately hand them over to DELO. Instead, DELO may withdraw from the contract after unsuccessful expiration of a reasonable grace period set by them. In case of service agreements, cancellation shall be replaced by a right of termination for cause.

(5) In addition to the stipulations in the above subsections, the statutory provisions shall apply.

7. Insurance coverage and distribution of risks

(1) Contractor must have a liability insurance sufficient in value when placing the order. The liability insurance shall at least include a sum insured of EUR 2,500,000 for personal injury and damage to property and EUR 250,000 for financial losses. On request, DELO must be provided with a copy of the insurance policy and a confirmation from the insurance company.

(2) Contractor shall be responsible for insuring their equipment and materials. DELO’s liability for loss of or damage to equipment and materials shall be excluded unless caused by gross negligence or intent by DELO or their employees.

8. Settlement in the event of termination for breach of contract

If DELO exercise a vested right of termination for contractor’s breach of contract, the Services rendered until then will only be invoiced at contractual prices to the extent to which they can be used by DELO as intended. Settlement shall be made on contractual basis. Any damage to be compensated towards DELO shall be considered in the settlement.

9. Acceptance of Services requiring acceptance

(1) Contractor shall request the acceptance in writing. The acceptance date will be agreed between DELO and contractor for a reasonable point of time after receipt of the written request.

(2) Any material costs incurred during acceptance shall be borne by contractor. Any staff costs for acceptance shall be borne as incurred individually by DELO and contractor.

(3) Acceptance – both of the overall Service and of partial Services – shall be regarded as granted only upon DELO’s written confirmation. DELO confirms the acceptance using the acceptance report signed by them. Any legal consequences, such as transfer of risk or commencement of the statute of limitations of material defects liability and warranty of title, shall not be affected by any partial acceptance.

10. Statute of limitations for material defects liability and warranty of title

(1) The statute of limitations for material defects liability and warranty of title shall be two (2) years. The statute of limitations for material defects liability and warranty of title commences upon acceptance of the overall Service in case of Services requiring acceptance and upon completion in case of other Services.

(2) In the event of improved or replaced Services, a new statute of limitations for material defects liability and warranty of title shall commence upon written acceptance of these Services and, in case of Services not requiring acceptance, upon their completion. If DELO does not issue the written declaration of acceptance within 18 workdays after contractor’s written communication of proper completion of the elimination of defects, the new statute of limitations for material defects liability and warranty of title shall commence upon expiration of the above-mentioned period of 18 workdays. Saturdays shall be regarded as workdays.

(3) The claim shall expire by limitation at the earliest after six (6) months after giving notice of defects.

11. Performance documents

(1) Any documents required for performance shall be submitted to contractor on request.

(2) Any performance documents submitted to contractor remain DELO’s property and shall be kept safe for DELO at contractor’s expense for the duration of the performance of Contract. They may only be used for the contractual purposes and made available to third parties only to this extent.

(3) If contractor has to create any documents, they shall be obliged to provide them in the required quantity and form free of charge and to transfer the ownership of them to DELO at no charge. The intellectual property shall not be affected by this. DELO and any third parties may use these documents free of charge in order to carry out maintenance and amendments.

(4) DELO’s consent to any drawings, calculations and other technical documents shall not affect contractor’s responsibility for the Services. This shall also apply to DELO’s suggestions and recommendations implemented by contractor and to any amendments agreed between contractor and DELO. Contractor shall only be responsible for any implemented instructions given by DELO if they do not object to them in writing stating a reasonable justification.

12. Legal duty to maintain safety, prevention of accidents, emission control, immission damage, fire prevention

(1) Contractor is obliged to comply with the legal duty to maintain safety, particularly with any laws, directives and regulations regarding the health and safety of employees, the protection of the environment, the transport of hazardous goods, including the leaflets of professional associations and of Verband der Sachversicherer (German Association of Property Insurers), provided they are applicable to the performance of the services.

(2) Contractor shall obtain information on requirements and restrictions imposed at the place of fulfillment from DELO’s experts responsible for occupational health and safety, environmental protection and fire prevention. Any measures required must be coordinated with the mentioned experts.

(3) Contractor shall ensure that any staff employed by them behave in an environmentally sound, safety-conscious and fire prevention-conscious way.

(4) Any demands of the fire protection officer regarding fire prevention must be complied with in any case. If any work associated with fire danger on facilities subject to fire and/or explosion hazards, such as oil containers, cable systems, etc., or in their vicinity is unavoidable, it may only be carried out upon DELO’s permission. Follow-up checks shall be carried out after completion of the Services.

(5) Contractor shall keep DELO and DELO’s employees indemnified from and against all claims directed against them for any damage caused by breach of regulations to be complied with by contractor in the context of the Service provision. This also applies to any claims due to damage to third-party facilities (e.g. supply lines and waste pipelines) occurred during performance of Services; contractor shall thoroughly obtain information on any such third-party facilities prior to commencement of Services from any competent bodies. Should any damage occur, DELO must immediately be informed.

13. Work conducted at hourly rates

(1) Any work conducted at hourly rate additionally becoming required (attached hourly rate) must only be performed on DELO’s explicit instruction. Instructions will preferably be given in writing.

(2) Unless otherwise agreed, activity reports shall be submitted to DELO for signature on a daily basis without request in single copy including one press copy. DELO shall return the activity report in single copy without press copy to contractor immediately, however at the latest after six (6) workdays of receipt of the activity reports. Saturdays shall be regarded as workdays. DELO can raise written objections on the activity report itself or separately. Contractor shall submit the signed activity reports together with the respective invoice. Activity reports to which objections were raised will not be settled. The hourly rates applied by contractor in the quotation shall prevail. The activity reports must at least include the following data: DELO’s company name, order date and invoice date, performer’s name and qualification, service rendered, beginning and end of work, duration of work, material used.

14. Delivery and shipping instructions

(1) The packaging shall be limited to the extent required in order to protect the goods and may only consist of environmentally compatible and recyclable materials. Unless otherwise agreed, packaging shall be taken back.

(2) Any delivery of materials required for the Order prior to performance of Contract is permissible upon prior consultation with DELO. A representative of contractor shall be present for the delivery at DELO’s premises.

(3) Any costs incurred by DELO due to non-compliance with the delivery and shipping instructions and the packaging specifications shall be borne by contractor.

15. Settlement and surrender of documents

(1) Invoices shall be submitted in single copy, settlement drawings and any other evidence in duplicate.

(2) Revision plans or inventory plans shall be created electronically and shall be enclosed with the final account. DELO irrevocably acquires a non-exclusive right of use of the revision plans and inventory plans developed for DELO as well as of any other Service results, which is unlimited in time and space, comprises every known kind of use including (but not limited to) the right of rework, reproduction, amendment, extension and granting of simple rights of use to third parties, unless restricted by the below clauses. If any third-party rights in external plans or other external service results incorporated in the Services exclude the acquisition of a right of use, the scope of DELO’s right of use shall be arranged by individual agreement. Contractor shall remain entitled to make further use of any standard plans and plan components used by them and any know-how contributed by them when producing the service results also for third-party commissions. Completeness of the revision plans or inventory plans as well as granting the right of use shall be a prerequisite for the final account.

(3) Should any errors be found in the settlement documents after final payment, the final account shall be corrected. DELO and contractor are obliged to mutually reimburse any amounts then due to them.

16. Payment

(1) Payments shall only be made on the basis of invoices. The invoice must clearly indicate the assignment of the associated Services.

(2) Assignments or pledging of contractor’s claims towards DELO shall only be permissible upon DELO’s written consent.

(3) Contractor is obliged to immediately refund any overpayment determined during auditing by further audit bodies. Subsequent payment shall be made if underpayment is determined.

(4) Any installments already received must be listed individually in all requests for payment stating the date, and their total amount shall be deducted from the amount invoiced.

(5) Newly added items shall be listed at the end with reference to the follow-up order.

17. Data privacy

Contractor may only employ persons for the performance of contractual Services who have been obliged to data secrecy pursuant to the Federal Data Protection Act (BDSG). They shall ensure that all employees assigned by them with processing or performance of Contract comply with the stipulations of BDSG. Contractor shall ensure the backup measures required by BDSG and will provide DELO with the information and evidence required for the Order supervision under BDSG on DELO’s request. They shall furthermore ensure that the staff employed by them personally commit themselves to data privacy towards DELO on DELO’s request.

18. Non-disclosure

(1) Contractor is obliged to treat any information brought to their knowledge by DELO (e.g. any business and company secrets, data as well as their procedures and results, any other technical or commercial information of any kind) as confidential and only to use them in order to perform the Contract. The information must not be brought to the knowledge of third parties in any way; exceptions to this rule are contractor’s employees or other vicarious agents provided that they need the information in order to perform the Contract.

(2) The secrecy obligation shall continue to apply until expiration of five (5) years after termination of the Contract.

(3) The secrecy obligation does not apply to any information which - is generally known, or - has been brought to contractor’s knowledge by a third party without breach of a secrecy obligation.

(4) If contractor receives or stores any information subject to data privacy in electronic form, they shall protect them against unauthorized access like personal data under the Federal Data Protection Act.

(5) Contractor shall commit their employees and any other persons used by contractor in order to fulfill their contractual obligations to confidentiality according to the above stipulations and shall ensure that this obligation is complied with.

19. Closing provisions

(1) The place of fulfillment for any services and payments shall be DELO’s registered office.

(2) Should one stipulation of these General Terms and Conditions of Purchase be legally invalid or become inoperable, this shall not affect the remaining stipulations. The contractual partners shall endeavor to replace any such ineffective stipulation by any other stipulation which corresponds to the meaning of the old stipulation and of these General Terms and Conditions of Purchase.

(3) If one contractual partner suspends payment or if application for insolvency proceedings in respect of their assets or for extrajudicial settlement proceedings is made, the other contractual partner shall be entitled to withdraw from the part of Contract not yet fulfilled.

(4) The place of jurisdiction shall be the general court competent for DELO’s registered office.

(5) There are no verbal side agreements. If any such verbal side agreements have nevertheless been entered into prior to involvement of these General Terms and Conditions of Purchase, they shall become null and void upon involvement of these General Terms and Conditions of Purchase.

(6) In addition to the contractual stipulations, the laws of the Federal Republic of Germany relevant for legal relationships of domestic parties shall exclusively apply. Application of the United Nations Convention on Contracts of International Sale of Goods (CISG) shall be excluded.

Purchase: as of 01/04/2015

Services: as of 01/08/2017