GTCP

I. SCOPE 

1   We conclude contracts with companies (§§ 310 para. 1, 14 BGB – German Civil Code), legal entities under public law and special funds under public law relating to deliveries and services to be provided to us exclusively on the basis of our currently valid General Terms and Conditions of Purchase (GTCP). These GTCP constitute the basis of our business relationship with the Supplier. 

2   Our GTCP also apply to all future contracts in the current business relationship with our Supplier. The Supplier can view and download our GTCP at any time via the internet at https://www.hesse-lignal.com/GTCP/. We shall also send them without charge at any time on request. We shall at the latest send the GTCP to foreign Suppliers in the contract language with our order and each order confirmation. 

3   Any general terms and conditions of the Supplier are hereby excluded. We shall not be bound by any of a Supplier’s supplementary or unilateral terms and conditions of business that conflict with or deviate from our GTCP (even if we do not expressly object to them or accept services without reservation and even if they are included in a Supplier’s offer or order confirmation) unless we have expressly agreed to their validity in writing in the individual case. 

II. CONCLUSION OF CONTRACT, WRITTEN FORM 

1   Should a Supplier submit an offer to us or if its order confirmation deviates from our order then the contract shall only be concluded upon receipt of our written confirmation. This shall be decisive in terms of the substantive scope of the contract. The Supplier must point out to us any obvious errors and incompleteness of the order including the order documents prior to acceptance. Tools, models, drawings and other documents missing upon receipt of our order letter must be requested from us in writing at the latest with the Supplier's order confirmation. 

2   Should we offer to conclude a contract "without obligation" then we may freely revoke such offer until receipt of the Supplier's declaration of acceptance. The binding effect of an offer submitted by us shall lapse at the latest one week after receipt of the offer by the Supplier unless the Supplier confirms the offer in writing or by unconditional dispatch of the goods within this period.  

3   The Supplier shall be bound by its offer for four weeks from receipt by us.  

4   We shall not be bound by nor be obligated to pay for the preparation of offers and elaboration of projects by the Supplier. 

5   We may demand changes to the design and execution of the delivery item within the scope of what is reasonable for the Supplier. The impacts hereof (in particular with regard to additional and reduced costs as well as delivery dates) shall be settled by mutual agreement in an appropriate manner.  

6   Delivery call-offs can also be made by remote data transmission. 

7   The contractually agreed written form is also fulfilled by fax, computer fax, remote data transmission or e-mail (with the exception of constructive declarations such as notices of termination). 

8   Delivery call-offs within the context of order and call-off planning under the likes of  quantity contracts shall become binding unless the Supplier objects within 5 working days of receipt (excluding Saturdays, Sundays and public holidays). 

III. PRICES, PAYMENTS, SET-OFF, ASSIGNMENT, INTEREST, CONTRACTUAL PENALTIES 

1   The price stated in the order is binding. Price increases between ordering and invoicing are excluded. Should the Supplier reduce its prices and improve its conditions in the period between order and delivery then these must apply. 

2   Unless the parties have agreed otherwise in writing the price stated in the order includes packaging, freight, postage, value assurance and transport insurance (DAP according to  Incoterms 2020) and for deliveries from abroad it also includes customs clearance. The prices include statutory value added tax if this is not shown separately.  

3   We shall deduct 3 % discount from the net invoice amount if we pay within 14 calendar days after receipt of invoice and complete receipt of goods – otherwise net within 60 calendar days after receipt of invoice and complete receipt of goods. Such payment shall be made subject to audit. 

4   The commencement of payment and discount periods shall be subject to receipt of an auditable invoice and complete performance of the delivery or service. In the event of acceptance of premature deliveries then the period shall commence at the earliest on the agreed delivery date. 

5   Invoices from the Supplier must be verifiable and comply with the requirements of § 14 UStG (German Turnover Tax Act) and contain our order number and the delivery note number and be prepared in the sequence of the order – stating the goods description, price and quantity. Suitable evidence of performance is to be enclosed. We shall reject invoices that are not verifiable. 

6   We shall not incur any interest on maturity. Interest on arrears shall be limited to 3 percentage points above the respective base interest rate unless the Supplier provides evidence to us of a higher interest loss.  

7   We shall not be in default without a written reminder. Should we be in default then the Supplier may only demand the costs of extrajudicial legal action or collection costs to the extent that these have actually been incurred and are necessary. Such costs must be limited to the amount of fees legally incurred. 

8   The receipt of a transfer order from our bank given sufficient account coverage shall be sufficient to evidence the timeliness of our payments. 

9   Unless otherwise agreed then the basis of a conversion rate shall be the European Central Bank’s EURO reference rate on the due date. 

10 We shall be entitled to rights of set-off and retention to the extent provided by law. The same applies to the raising of defences. The Supplier shall only have rights of set-off or retention on the basis of counterclaims which have been established by declaratory judgment or which are undisputed or ready for decision – unless the counterclaim set off or the counterclaim underlying the Supplier's right of retention is mutually dependent on our claim (cf. § 320 BGB). 

11 The Supplier shall not be entitled to assign its claims against us or to have them collected by third parties without our prior written consent which may not be unreasonably withheld. 

12 We do not make any undertakings regarding penalties and we do not accept any lump-sum compensation for damages. 

IV. DELIVERY TIME, DELAY, SUBCONTRACTORS, PERSONNEL 

1   The delivery time stated in the order is binding. The Supplier bears the procurement risk. We do not in particular accept any reservation of timely self-delivery – in other words the Supplier must ensure that it holds stocks of sufficient material and spare parts in its warehouse to always ensure it meets its contractual delivery obligations. The delivery period begins with conclusion of the contract. Performance prior to the agreed date shall entitle us to reject such performance until the due date. 

2   Our receipt of the goods shall be decisive in terms of compliance with the delivery date or delivery period. This must also apply to all shipping documents, operating instructions , technical documents and other certificates that are included in the Supplier meeting its delivery obligations. 

3   The Supplier agrees to notify us in writing without delay in the event that circumstances occur or become apparent to it which indicate that the agreed delivery time cannot be met. 

4   We shall be entitled to the statutory claims in the event of a delay in delivery. We shall in particular be entitled to demand compensation for damages instead of performance and/or to declare withdrawal after the fruitless expiry of a reasonable period. Should we claim damages then the Supplier shall be entitled to provide evidence to us that it is not responsible for such delay in delivery. 

5   The acceptance of delayed deliveries shall not constitute a waiver of claims based on the delay. 

6   The Supplier must use its own qualified personnel to provide performance. The Supplier is not entitled to have the performance owed by it rendered by third parties (including subcontractors) or to render it as partial performance without our prior written consent which we may not unreasonably withhold.  

7   The Supplier warrants that goods produced on our behalf, stored, transported, delivered to us or accepted by us shall be produced, stored, processed and loaded at secure operating sites and at secure handling locations and be protected against unauthorised access during these processes. The Supplier warrants that the personnel employed for the production, storage, processing, loading, transport and acceptance of such goods are reliable and that it has checked them against the currently valid EU sanctions lists.  Unauthorised persons throughout the value chain must moreover be prevented from gaining access. The Supplier further warrants that all business partners acting on its behalf shall be informed that they must also take measures to ensure the requirements of this Clause IV.7 throughout the supply chain. The Supplier agrees that its data may be checked against the currently valid EU sanctions lists.  

8   In the event of a delay in delivery we shall be entitled to demand a contractual penalty of 0.5 % up to a maximum of 5 % in relation to the net order value of the respective delayed goods for each commenced calendar week of the delay in delivery. A reservation relating to assertion of the contractual penalty may also be declared after acceptance has taken place up to the time of the final payment. The assertion of further rights shall remain unaffected. The contractual penalty shall be offset against our default damages to be compensated by the Supplier. 

V.        REPLACEMENT PARTS 

The Supplier agrees to supply us with replacement parts for a period of ten years from the date of delivery at market prices (but no more than the Supplier's respective valid replacement part prices) in particular even if the business relationship has ended earlier. 

VI. PACKAGING, SHIPPING, PRICE AND PERFORMANCE RISK 

1   Packaging is to assure safe transport and is to be free of charge. 

2   The Supplier must at our request provide us with certificates relating to the packaging materials used. 

3   Delivery must be made in accordance with the "DAP" delivery terms (Incoterms 2020). Delivery and dispatch must be at the risk of the Supplier. The risk of accidental loss and accidental deterioration shall pass upon handover of the goods at the place determined by us. Delivery to a place of receipt other than the place designated by us shall not cause the risk to pass from the Supplier even if this place accepts the delivery. The Supplier must bear our additional costs resulting from delivery to a different place of receipt than that agreed. Insofar as an acceptance procedure has been agreed then this shall be decisive with respect to the transfer of risk. 

4   The Supplier must take out appropriate transport insurance at its own expense and provide evidence of this at our request. 

5   Delivery notes stating the order number, date (receipt, issue and dispatch), contents of the delivery (product number and quantity) and packing slip(s) must be attached to the delivery. In the case of maritime shipping the name of the shipping company and the ship must be stated in the shipping documents and invoice. Should we bear the costs of the transport then the Supplier must choose the most favourable and suitable means of transport for us. All dispatch notes, delivery notes, packing slips, waybills, invoices, etc. on the outer packaging must state in full the order references and details of the place of unloading prescribed by us. We reserve the right to reject deliveries that cannot be clearly allocated. 

6   The Supplier must always pack, label and ship hazardous products in accordance with national/international regulations. In addition to the hazard class, the accompanying documents must also contain the other information specified by the respective transport regulations. 

7   The Supplier shall be liable for damages and must bear the costs arising from culpable non-observance of the above Clauses VI.1 to VI.6. It is also responsible for its subcontractors’ compliance with these shipping regulations. All consignments which cannot be accepted due to non-compliance with the regulations in VI.1 to VI.6 must be stored at the Supplier's expense and risk. We shall be entitled to determine the content and condition of such consignments. 

VII. FORCE MAJEURE 

1   Force majeure, operational disruptions through no inherent fault, riots, official measures and other unavoidable events such as epidemics and pandemics shall release us from our obligation to accept ordered goods or services in good time for the duration of the event. Both parties agree to promptly provide each other with the necessary and reasonable information and in good faith to temporarily adjust their obligations to the changed circumstances (in particular to the possibly changed market requirements). During such events as well as within two weeks after their end we shall be entitled – without prejudice to our other rights – to withdraw from the contract in whole or in part in the event that an adjustment is unsuitable insofar as these events are not of insignificant duration. 

2   The provisions in Clause VII.1 shall also apply in the event of industrial action. 

3   The provisions in Clause VII.1 shall not apply if the party concerned is in default of performance. 

VIII.    QUALITY, NON-CONFORMING GOODS, REACH 

1   The Supplier warrants that the delivery item does not have any defects impairing its value or suitability – in other words that it meets the subjective and objective requirements as well as the assembly requirements and that it complies with the generally recognised state of the art, the latest regulations of the authorities, the Equipment and Product Safety Act, the respectively applicable safety requirements and the occupational health and safety and accident prevention regulations. We do not accept negative quality agreements. 

2   The Supplier warrants that all supplied materials, preparations and substances in products comply with Regulation (EC) No 1907/2006 of the European Parliament and of the Council of 18 December 2006 (REACH) as amended and the Restriction of Hazardous Substances in Electrical and Electronic Equipment Ordinance (ElektroStoffV), based on Directive 2011/65/EU (RoHS) as amended. 

3   The Supplier further warrants that the delivered goods are free from ionising radiation which exceeds the material’s natural inherent radiation. Should the delivered goods exhibit ionising radiation then we shall be entitled without granting a grace period to separate, secure, specially store or dispose of the goods at the Supplier's expense. 

4   The Supplier must conduct a quality inspection to ensure the quality of its deliveries. This inspection must be suitable in terms of type and scope with regard to all input materials as well as the finished end product prior to delivery to us. Our initial sample approval does not release the Supplier from this outgoing goods inspection and does not restrict it – nor do provisions in the technical delivery conditions or specifications. The Supplier agrees to the performance of audits by us or by a person appointed by us to assess the effectiveness of its quality assurance system. 

5   Our obligation to inspect is limited to defects which become apparent under external examination including the delivery papers ("obvious" defects) during our incoming goods inspection as well as during our quality control in the random sampling procedure (including transport damage, incorrect and insufficient delivery). There shall be no obligation to inspect to the extent that acceptance has been agreed.  

6   Our rebuke shall be deemed to be timely if it is received by the Supplier within a period of five working days (excluding Saturdays, Sundays and public holidays). In the case of obvious defects (cf. Clause VIII.5) the period for notification of defects shall commence upon receipt of the complete goods at the determined destination; in the case of non-obvious defects it shall commence at the time when we – or in the case of a drop shipment our customer – have discovered the defect. Should the determined destination be the premises of a subcontractor such as a commissioned processor then the notice period with respect to obvious defects shall begin with delivery of the goods to us. Rebukes can be made both in writing or text form by e-mail or verbally. 

7   We shall be fully entitled to statutory claims with respect to defects. Should the Supplier not fulfil its obligation to subsequent performance within a reasonable period of time set by us – at our discretion either by remedying the defect (subsequent improvement) or by delivering an item free of defects (replacement delivery) and unless the Supplier substantiates that the subsequent performance variant chosen by us would cause disproportionate costs and that the other subsequent performance variant does not cause us any significant disadvantages – then without prejudice to our other rights we may remedy the defect ourselves and demand reimbursement from the Supplier with regard to the expenses required to do so. Subsequent performance shall also include reimbursement of the costs of installation and removal. Rectification of defects by the Supplier shall be deemed to have failed after the first unsuccessful attempt. We shall be entitled to withdraw from the contract even if the relevant breach of duty by the Supplier is only insignificant. 

8   Notwithstanding § 442 (1) sentence 2 of the German Civil Code (BGB) we shall also be entitled to unlimited claims for defects if the defect remained unknown to us due to gross negligence at the time of conclusion of the contract. Only our positive knowledge of the defectiveness at the time of installation or attachment in/to another object shall be detrimental to a claim for reimbursement of expenses pursuant to § 439 para. 3 BGB.  

9   The limitation period for warranty claims is 36 months calculated from the transfer of risk unless mandatory provisions of §§ 478, 479 BGB apply or the Supplier grants us a longer period or the law stipulates a longer period.  

10 The warranty period for the repaired or replaced products shall recommence once the defect has been rectified. 

11 The Supplier hereby assigns to us by way of security all claims to which it is entitled against its upstream suppliers including planners on account of and in connection with the delivery of defective goods and goods which lack assured or guaranteed properties. We hereby accept such assignment. The Supplier must hand over to us all documents required for the assertion of such claims. 

12 We shall be entitled to recourse claims within a supply chain (supplier recourse pursuant to §§ 445a, 445b, 478 BGB) without restriction in addition to claims for defects. We shall in particular be entitled to demand the type of subsequent performance from the Supplier that we owe our customer in the individual case. Our statutory right of choice (§ 439 para. 1 BGB) is not restricted by this. 

IX. LIABILITY OF THE SUPPLIER 

1   The Supplier shall be liable in accordance with the statutory provisions. 

2   In the event that a claim is made against us on the basis of product liability then the Supplier must indemnify us against such claims if and to the extent that the damage was caused by a defect in the contractual subject matter delivered by the Supplier. In cases of fault-based liability however this shall only apply if the Supplier is at fault. Should the cause of the damage lie within the Supplier's area of responsibility then it must substantiate that it is not at fault. 

3   Insofar as a recall action is the result of a defect in the contractual subject matter delivered by the Supplier then the Supplier shall bear the costs of the recall action unless it is not responsible for the defect. 

4   The Supplier agrees to regularly maintain appropriate product liability insurance with a lump sum coverage of at least EUR 250,000 per personal injury/property damage and calendar year for the duration of this contract – in other words until the respective expiry of the limitation period for defects. The Supplier hereby assigns to us by way of warranty all claims for compensation arising from damage caused to us by the Supplier under this insurance and we hereby accept such assignment. Evidence of this insurance must be provided to us at any time upon our request by means of written confirmation from the insurer. 

X. LIABILITY OF HESSE GMBH & CO. KG 

1   Claims for damages by the Supplier irrespective of the legal grounds as well as claims for reimbursement of futile expenses are excluded unless the cause of the damage is based on a grossly negligent or intentional breach of duty or on at least a negligent breach of a contractual obligation whose fulfilment makes proper performance of the contract possible in the first place and on the observance of which the Supplier relied and could rely and the culpable non-fulfilment of which jeopardises achievement of the purpose of the contract ("essential contractual obligation"). In the latter case our liability shall be limited to the amount of the damage foreseeable and typically occurring at the time of conclusion of the contract. 

2   The aforementioned limitation of liability according to Clause X.1 shall also apply to the personal liability of our employees, representatives and organs as well as to our vicarious agents. 

3   The limitations of liability in accordance with Clauses X.1 and X.2 above shall not apply to personal injury – that is to say damage resulting from injury to life, body, health or freedom – in the event of liability under the Product Liability Act or insofar as we have assumed a guarantee by way of exception. 

XI. DECLARATIONS OF ORIGINATING STATUS 

Should the Supplier makes declarations regarding the originating status of the delivered goods then it shall be obliged to enable the customs authorities to verify substantiations of origin and in particular to provide the necessary information and to furnish the required confirmations. The Supplier must also compensate for damage caused in the event that the declared originating status is not recognised by the competent authority as a result of incorrect certification or the lack of the possibility for verification unless it is not responsible for these consequences. 

XII. LIMITATION PERIOD 

1   Notwithstanding § 195 BGB the standard limitation period for claims by the Supplier and in particular for claims for damages and claims for reimbursement of futile expenses shall be 24 months unless a shorter limitation period applies by law. 

2   The above limitation period in Clause XII.1 shall not apply in the event of an intentional or grossly negligent breach of duty or a breach of an essential contractual obligation (cf. Clause X.1.) by us as well as in the cases specified in Clause X.3. The statutory periods of limitation shall apply here. 

XIII.    INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS 

1   The Supplier guarantees that the goods it delivers do not infringe any industrial property rights of third parties in EU countries the USA, China, Great Britain, India, Turkey, Israel or Switzerland or in countries in which the Supplier produces or has produced.  

2   Should claims be asserted against us by a third party due to the delivered goods infringing property rights then unless we are responsible for such infringement of the property right the Supplier shall at its option and at its expense either obtain a right of use for the affected goods or modify the object of performance in agreement with us in such a way that the property right is not infringed. Our further legal claims shall remain unaffected. 

3   The Supplier must indemnify us and our customers upon first request against all claims arising from the use of such property rights. The Supplier's indemnification obligation relates to all expenses necessarily incurred by us from or in connection with a claim by a third party. 

4   The Supplier agrees to notify us immediately of any risks of infringement and alleged cases of infringement that become known and to give us the opportunity to counteract corresponding claims by mutual agreement. 

5   The Supplier shall upon our request notify us of the use of registered industrial property rights and applications for industrial property rights relating to the delivery item. 

XIV. PROVISION, USAGE RIGHTS 

1   The Supplier agrees to perform processing or transformation of parts provided by us (reserved goods). Should our reserved goods be processed with other items not belonging to us then 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. Should the item provided by us be inseparably mixed with other items not belonging to us then we shall acquire co-ownership of the new item in the ratio of the value of the reserved goods (purchase price plus VAT) to the other mixed items at the time of mixing. Should the mixing be carried out in such a way that the Supplier's item is to be regarded as the main item then it shall be deemed agreed that the Supplier transfers co-ownership to us on a pro rata basis. The Supplier shall retain the sole ownership or co-ownership on our behalf. 

2   We reserve all rights including property rights and copyrights to illustrations, drawings, calculations, moulds, models and other documents. They may not be made accessible to third parties or reproduced or distributed without our express written consent. They are to be used exclusively for production based on our order. They must be returned to us without being requested to do so once the order is processed or if the order is not placed.  

3   Moulds, models, films, drawings, etc. that have been produced by the Supplier for execution of the order shall become our property upon payment even if they remain in the possession of the Supplier. The Supplier must mark them as our property. 

4   Illustrations, drawings, calculations, moulds, models and other documents belonging to us shall be handed over without objection upon request and at the latest with the final delivery. 

5   We shall have a non-exclusive, transferable and free of charge right to use the products delivered by the Supplier during the usage period. Patent rights and other intangible property rights shall remain the property of the Supplier. 

XV. CONDFIDENTIALITY 

1   "Confidential Information" within the meaning of the following confidentiality declaration includes all information (including data, records, documents, drawings, samples, technical components and know-how) which is/was made available to the organs, employees, advisors of the Supplier or other third parties working for the Supplier within the context of the respective contract and the negotiations relating to this contract – in particular regarding our company, our customers, our production processes, our price calculation, etc. – and which is/are marked as confidential or which by its nature requires confidentiality. Whether and on which medium the Confidential Information is embodied is irrelevant – oral information in particular is also included. 

2   The Supplier agrees to treat such Confidential Information as strictly confidential and not to disclose or make it available to third parties without our written consent. The Supplier must take appropriate precautions to protect such Confidential Information and as a minimum those precautions with which it protects particularly sensitive information regarding its own company.  

3   The Supplier is not entitled to use Confidential Information disclosed by us for any purpose other than respective performance of the contract.  

4   The Supplier is in particular prohibited from reproducing, reconstructing, opening or disassembling samples received or other corresponding information (reverse engineering).  

5   The confidentiality obligations under Clauses XV.1 and XIV.2 shall not apply to such information for which the Supplier can substantiate that 

• we have given our prior written consent to the transfer or use by our Supplier relating to the specific individual case; 
• it was publicly available prior to the Supplier's obligation to maintain confidentiality; 
• the Supplier obtained it from a third party prior to the confidentiality obligation or obtains it thereafter from a third party without breaching this confidentiality agreement – provided that the third party has in each case lawfully come into possession of the Confidential Information and by disclosing it does not breach a confidentiality obligation binding it; or 
• the Supplier is required to disclose the Confidential Information by law or by the rules and regulations of a stock exchange or by an enforceable order of a competent court or authority. 

6   This confidentiality obligation comes into force upon conclusion of the respective contract and ends five years after termination of the business relationship.  

7   Unauthorised handover of Confidential Information to third parties or its use on behalf of third parties shall entitle us to withdraw from all current orders and to claim damages. 

XVI. RETENTION OF TITLE, ACCESS RIGHTS 

We recognise a simple reservation of title declared by the Supplier. Extended or expanded reservations of title (in particular group reservations) shall not be recognised. We do not grant any access rights. 

XVII. REFERENCES, DATA PROTECTION 

1   The Supplier may only with our written consent make reference to our business relationship in relation to third parties (in particular for advertising purposes). 

2   Any use of our data without our prior written consent is only permitted within the scope of the statutory provisions. Both the Supplier and we agree to exclusively collect and process the data collated in connection with conclusion and performance of the respective contract in accordance with the statutory requirements. The Supplier should refer to our Privacy notice on our website at https://www.hesse-lignal.com/en_GB/privacy-notice/ for details. 

XVIII. COMPLIANCE 

1   We have issued a policy statement on the fulfilment of our human rights and environmental due diligence obligations. These expectations are enshrined in our Code of Conduct. 

2   Our Code of Conduct and the obligations it contains regularly become a contractual component of our contractual relationship with a Supplier. In any case the Supplier is obliged to introduce and comply with behaviour guidelines and to take measures that are in line with our Code of Conduct – in particular regarding the lawful and ethically impeccable conduct of business.  

3   The provisions of these GTCP shall not restrict us or the Supplier from amending or updating the respective behaviour guidelines to make them more meaningful or from introducing new or revised procedures to comply with legal requirements.  

4   The Supplier shall strive to ensure that its affiliates and direct suppliers also introduce and comply with behaviour guidelines and take measures that are in line with our Code of Conduct. Direct suppliers to the Supplier within the meaning of the preceding sentence shall include all legal entities whose activity is directly or indirectly necessary for manufacture of the products to be delivered to us or for provision of the services relating to fulfilment of the Supplier's contractual obligations – irrespective of whether or not they have a contractual relationship with the Supplier.  

5   We reserve the right after reasonable notice and at our own expense to audit the Supplier with regard to compliance with the behaviour guidelines that correspond to our Code of Conduct. The Supplier must permit us and our representatives to conduct on-site audits at the Supplier's premises. We shall only conduct such an audit in cases where there is reasonable suspicion of a violation of the Code of Conduct or behaviour guidelines or where such a violation has actually occurred. We shall notify the Supplier in writing of the reasons for the audit in good time before the planned audit and expressly state the suspected infringement. The frequency of such audits depends on the results of the previous audit(s) and the Supplier's compliance with the Code of Conduct or the behaviour guidelines corresponding to it. We will review compliance with the human rights and environmental due diligence obligations set out in our Code of Conduct once a year and on an ad hoc basis in accordance with legal requirements. The Supplier agrees to grant us reasonable access to the areas relevant to the auddit subject matter including all relevant documentation. Unless otherwise agreed such audit shall take place during normal business hours and shall not materially interfere with the Supplier's business operations. 

6   We will communicate the results of such audits to the Supplier in a written report. Insofar as we have identified violations of due diligence obligations on the part of the Supplier then we will collaborate with the Supplier to develop a plan to end or minimise such violation. The Supplier must implement the mutually developed remedial measures. Should violations of the due diligence obligations by the Supplier not be remedied then this may result in temporary suspension or – in the case of serious violations – even in ultimate termination of the business relationship. 

7   At the request of a competent supervisory authority or where we are required to do so by law we may disclose all or part of the audit report to the supervisory authorities or share all or part of the audit report with such supervisory authorities. 

8   We shall safeguard the Supplier's trade and business secrets and observe the applicable provisions of data protection law when conducting such audits and when disclosing and passing on the audit report in accordance with Clause XVIII.7 (insofar as this does not conflict with statutory obligations to disclose). 

9   All of the Supplier’s obligations under this Clause XVIII constitute material contractual obligations. Should the Supplier violate them then we shall be entitled to extraordinary termination of contracts existing between us and the Supplier or its affiliated companies within the meaning of § 15 of the German Stock Corporation Act (AktG). 

XIX. WORKING CONDITIONS, OCCUPATIONAL HEALTH AND SAFETY, MINIMUM WAGE, LAW ON THE SECONDMENT OF WORKERS 

1   The Supplier must comply with the statutory regulations governing labour law and occupational health and safety law. We shall be entitled after giving reasonable advance notice and at our own expense to check the Supplier's compliance with these regulations ourselves or through third parties commissioned by us. 

2   The Supplier must ensure that the subcontractors or personnel service providers used by it or its subcontractors or personnel service providers to execute the contracts concluded with us receive the statutory minimum wage pursuant to MiLoG or at least the minimum hourly wage based on the legal ordinance issued pursuant to § 3a AÜG. Should the services to be provided fall under the scope of the AEntG then the Supplier shall furthermore ensure that the regulations contained in German legal or administrative provisions regarding the working conditions listed numerically in § 2 (1) AEntG and the collective agreements applicable pursuant to § 3 AEntG – in particular payment of the collectively agreed wage – are observed. The Supplier must also ensure that mandatory obligations to pay contributions to social insurance institutions, employers' liability insurance associations and other institutions such as the joint institutions of the parties to the collective agreement referred to in § 8 AEntG are fulfilled.  

3   The Supplier must review fulfilment of the aforementioned conditions in accordance with Clauses XIX. 1 and 2 when selecting its subcontractors and personnel service providers and oblige them to comply with these in writing. The Supplier must furthermore have them confirm in writing that they will require compliance with the requirements by subcontractors or personnel service providers engaged by them.  

4   The Supplier shall indemnify us in full against any claim irrespective of the degree such as a guarantee for payment of the statutory minimum wage or industry minimum wage that is justifiably made against us by an employee of the Supplier or by an employee of a subcontractor it employs or by a personnel service provider or by one of the institutions of the collective bargaining parties named in § 8 AEntG with regard to payment of contributions. 

5   We shall be entitled to exceptional termination of the contract concluded with the Supplier if we are justifiably held liable under the liability as guarantor pursuant to MiLoG or AEntG.  

 XX. PLACE OF JURISDICTION, PLACE OF PERFORMANCE, CHOICE OF LAW 

1   The exclusive place of jurisdiction for both parties in relation all disputes arising from commercial transactions involving registered traders and legal persons under public law shall be Dortmund (§ 38 ZPO). The Dortmund Local Court shall have jurisdiction for proceedings that are exclusively assigned to the local courts. We shall however also be entitled to sue the Supplier at its general place of jurisdiction. 

2   Our place of business in Hamm shall be the place of performance unless otherwise stated in the order.  

3   The law of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG – "UN Sales Convention") is excluded. 

XXI. SEVERABILITY CLAUSE 

Should individual provisions of these terms and conditions or of the delivery transaction be or become invalid in whole or in part then this shall not affect the validity of the remaining provisions or other parts of such Clauses. The ineffective Clause shall be replaced by a provision which corresponds as closely as possible to the objective of this Clause and which is effective.