General Purchasing Terms and Conditions

 

1. Validity and written form

1.1 The orders of FAWEMA GmbH (hereinafter: "FAWEMA", the "Ordering Party" or "We") shall be placed exclusively on the basis of the following Purchasing Terms and Conditions ("General Purchasing Terms and Conditions"). Our General Purchasing Terms and Conditions can be viewed on the internet at [www.hdg-packaging.com] at any time and can be saved by the Supplier in a reproducible form and printed out. Unless agreed otherwise, the General Purchasing Terms and Conditions in the version valid at the time of our order or, in any case, in the text version last provided to the Supplier, shall serve as a framework agreement, also for similar subsequent agreements without the need on our part to subsequently advise of them in individual cases. Any conflicting terms and conditions of sale of the Supplier shall be hereby expressly rejected. FAWEMA shall only acknowledge divergences and supplements of the Supplier to the present Purchasing Terms and Conditions if FAWEMA expressly consents to their application in writing; they shall only apply to the transaction, for which they have been concluded in individual cases. In any case, this consent requirement shall apply, for example, even if FAWEMA – being aware of the terms and conditions of sale of the Supplier – accepts the Supplier's deliveries without reservation.

1.2 By accepting an order, the Supplier – no later than upon delivery of the ordered goods or provision of the ordered service – acknowledges the exclusive binding nature of these General Purchasing Terms and Conditions. The General Purchasing Terms and Conditions apply to the same extent to the purchase of movable goods (hereinafter "Deliveries") as well as works and services (hereinafter "Services"). Furthermore, the General Purchasing Terms and Conditions shall apply in particular to contracts for the purchase and/or delivery of movable goods (hereinafter "Goods") regardless whether the Supplier has manufactured the Goods itself or purchased them from suppliers in accordance with §§ 433, 651 BGB (German Civil Code).

1.3 Orders shall only be binding if they are placed in writing. At the time the contract is concluded, there exists no oral collateral agreements. Verbal, phone orders, supplements or changes to orders already placed or to previously concluded contracts must be in written form in order to be effective.

1.4 Individual convenants negotiated with the Supplier in individual cases following the conclusion of the Agreement, including collateral agreements, supplements and amendments, shall – whatever the case – have precedence over these General Purchasing Terms and Conditions. A written contract and/or our written confirmation shall be decisive for the content of such covenants unless proof of the contrary is provided.

1.5 These Purchasing Terms and Conditions shall apply exclusively to businessmen (Unternehmer) within the meaning of § 14 BGB, entities of public law or special funds under public law within the meaning of § 310 (1) BGB.

 

2. Conclusion of the Agreement

2.1 The acceptance of our orders must be confirmed in writing within three (3) days of the submission of the order or, in particular, fulfilled by shipping the Goods without reservation. Any confirmation of order received after this time or whose content is not consistent with the order shall be deemed a new offer and must be accepted in writing by FAWEMA in order to be effective.

2.2 Call-offs for deliveries and services shall be binding after no later than two (2) weeks if the Supplier has not objected to them in writing by such time.

2.3 The forwarding of the order to third parties, including assignment of the rights and claims arising therefrom shall require the prior written consent of FAWEMA. If this provision is not complied with, FAWEMA shall reserve the right to withdraw from the Agreement and/or to demand compensation of damages by way of a written declaration. Item 6 of these General Purchasing Terms and Conditions shall apply to the services of the Supplier.

 

3. Prices

3.1 Unless otherwise agreed, prices include the statutory VAT and delivery paid from our plant to the address we specify, the so-called destination, including packaging. The agreed prices are fixed prices for the entire order quantity no matter how the delivery is effected or service rendered, this also applies regardless whether the Goods are accepted as a whole or in partial deliveries. The respective destination is also the place of performance for the delivery or service and any supplementary performance.

3.2 If, on an exceptional basis, an "ex works" or "ex warehouse" price is agreed, we only cover the most affordable carriage costs. The Supplier shall carry all costs incurred up to handover to the carrier including loading and cost of cartage. The nature of pricing shall be without prejudice to the agreement regarding the place of performance.

3.3 The Supplier shall be responsible for the customs formalities for deliveries from abroad, including the payment of any import duty incurred.

 

4. Deadlines and periods for deliveries and services

4.1 Deadlines agreed for deliveries and the provision of services shall be deemed to have been met once the Goods have been received at the delivery address at the time specified in the order or the service has been rendered on the agreed date.

4.2 Only with the consent of FAWEMA may deliveries or services be effected or rendered before the deadline as per Item 4.1 of these General Purchasing Terms and Conditions.

4.3 If the agreed deadlines and periods are overrun, FAWEMA reserves the right to withdraw from the Agreement by way of a written declaration after expiration of a reasonable subsequent deadline, which has been set. Furthermore, the Supplier – in addition to further legal claims – shall be obligated to pay the following liquidated damages caused by the delay: For every work day of the delay, liquidated damages amounting to 0.1 % of the delivery value of the delayed goods – however, no more than (5) % of the total delivery value for this delivery – will be imposed. The amount of the liquidated damages must be set lower or higher if FAWEMA proves that it suffered a greater loss or the Supplier proves that the loss was less than the amount claimed. Such shall apply mutatis mutandis to the provision of services.

4.4 The Supplier shall be obligated to notify, in writing and without undue delay, FAWEMA and specify the reason for and the presumed duration of any and all circumstances, which could impair timely delivery or provision of service as soon as such circumstances become known. FAWEMA shall reserve the right to extend the delivery deadlines.

4.5 The Supplier must enclose a delivery or service note specifying the supplier and order number with each delivery or service rendered. The Supplier must enclose the relevant test certificates with the delivery. Furthermore, the wording of the delivery or service note must be identical to the wording of the order and the confirmation of order and contain all relevant data, in particular, data regarding the date of issue and shipping as well as the content of the delivery, that is, all individual parts, weights, dimensions, article number, the order number and the order date of FAWEMA.

4.6 Should a force majeure, outbreak of war, natural disasters, strikes, lockouts, official measures and other unforeseeable serious events beyond the control of FAWEMA and for which FAWEMA is not responsible prevent the acceptance/delivery or if the service cannot be rendered or accepted, FAWEMA shall be released, ‑, precluding claims for compensation against FAWEMA ‑, from the respective acceptance obligation for the duration of the disruption and to the extent of its effect and FAWEMA shall have a right to withdraw from the Agreement. FAWEMA will adapt, in good faith, its own obligations to the new circumstances. This may mean that FAWEMA waives, in whole or in part, the remaining deliveries or rendering of services, even after the disruption or demand that the deliveries or services continue to be rendered.

 

5. Partial, excess, short and advance deliveries

5.1 FAWEMA is not obligated to accept partial deliveries, which have not been agreed. If partial deliveries have been agreed, FAWEMA may determine the order of the same. FAWEMA shall have the right to use partial deliveries without acknowledging the contractual compliance of the relevant delivery.

5.2 The values as determined by FAWEMA in connection with the incoming goods inspection shall be decisive with respect to the condition, nature, quantity and weight of a delivery.

5.3 FAWEMA shall have the right to reject excess and short deliveries outside of customary commercial tolerances. Deliveries that deviate from the ordered quantity by more than five (5) % shall require, whatever the case, the prior written consent of FAWEMA.

 

6. Special terms and conditions for services, engagement of subcontractors

The Supplier shall render its services under its own responsibility with its own personnel, material and tools. At all times, the Supplier must render the service itself. It may only engage subcontractors for this purpose with the prior written consent of FAWEMA. FAWEMA shall be obligated to provide all available information, documents and materials to the Supplier, which are required for the provision of the services.

 

7. Shipping, packaging and transfer of risk

7.1 The delivery address specified in the order is decisive for the delivery. Deliveries shall be effected carriage paid to the delivery address unless the parties have stipulated otherwise in an individual case.

7.2 The risk of accidental loss and accidental deterioration of the Goods, the so-called transfer of risk, shall pass upon handover of the Goods at the place of performance, that is, in the case of regular delivery, carriage paid to the delivery address with receipt of the goods and acknowledgement of receipt by FAWEMA.

7.3 FAWEMA may determine the type of packaging and shipping. If it does not do so, the Supplier must select an affordable, suitable type of packaging and shipping specifically for each item. In the event of the culpable failure to comply with this obligation, all resulting costs such as reimbursement for damaged goods, additional freight, disposal and similar will be charged to the Supplier.

 

8. Contractual amendments/technical alterations

8.1 Amendments of the content of the Agreement – particularly with respect to quantity or the delivery or service date – will be jointly provided for and documented in writing by FAWEMA and the Supplier whereby such shall be without prejudice to section 1.4 of these General Purchasing Terms and Conditions.

8.2 Irrespective of the provision in the aforementioned section 8.1 of the General Purchasing Terms and Conditions, FAWEMA may request, at any time, reasonable changes to the Goods or service ordered by FAWEMA. Immediately following the receipt of the change request, the Supplier shall provide a proposal regarding any additional or reduced costs as well as information regarding any postponement of dates, etc. The Supplier will not perform any such technical alterations until FAWEMA has consented to such alterations in writing.

8.3 Changes to the delivery item or service by the Supplier require the prior written consent of FAWEMA.

 

9. Payment terms

9.1 In principle, the Supplier must issue invoices in Euro or in the currency of the order. VAT must be specified separately in per cent and the currency amount must be specified on the confirmation of order and the invoice. The invoice must contain all relevant information from the delivery or service note.

9.2 The contractually agreed price for the deliveries or services is a fixed price and, for the deliveries and/or services, shall apply carriage paid to the delivery address and/or place of performance. It includes packaging, freight, import duty, cartage, insurance and similar unless otherwise agreed.

9.3 If no special covenants have been negotiated, invoices shall be paid either within 14 days less a (3) % discount or within 30 days without any discount calculated in each case from the receipt of the invoice by the head office of FAWEMA in Vaihingen. If, however, the Goods are received after the invoice, this day shall be decisive for determining the term of payment and the discount period. We will return to the Supplier incomplete, non-verifiable invoices, particularly invoices without an order number/order date/receipt note for completion. The term of payment shall begin to run following receipt of the duly completed invoice. In the event of a bank transfer, the payment shall be deemed on time if our transfer order is received by our bank before the term of payment expires; we are not responsible for delays attributed to the banks involved in the payment process.

9.4 If prepayment has been agreed with a Supplier, it must provide security at our discretion. A separate written agreement shall be concluded regarding the provision of the security.

9.5 FAWEMA shall be entitled to rights of retention as well as the plea of non-performance of contract to the extent provided for by statute. In the event of incomplete or deficient services, FAWEMA shall have the right to withhold payment proportional in value until due fulfilment.

9.6 FAWEMA shall have the right to set off all claims it has vis-à-vis the Supplier against the claims, which the Supplier asserts vis-à-vis FAWEMA. The Supplier is only permitted to set off its own claims if they are undisputed or have been legally established.

 

10. Quality and documentation

10.1 Presently and in future, the Supplier shall maintain a quality assurance system with the minimum requirement in accordance with DIN ISO 9001. FAWEMA may verify, by means of audits, the application and effectiveness of such a system at the Supplier's establishment. The Supplier shall grant access to the individual production steps following reasonable prior notification as well as insight into processes and quality documentation. The Supplier and FAWEMA will inform one another of any possible quality improvements.

10.2 The Supplier must comply with the agreed technical data for its delivery. All goods delivered to FAWEMA must comply with current legal requirements, in particular, also, the requirements of the EU with respect to prohibited and declarable ingredients. The relevant declarations of conformity etc. are part of the delivery for products in accordance with EC guidelines. Products with the CE mark are deemed approved for free circulation.

10.3 If goods are manufactured for FAWEMA in accordance with its delivery requirements, production may only begin once the agreed output sample is tested and approved by FAWEMA.

10.4 Irrespective of an initial sample inspection and approval, the Supplier must continually evaluate the quality of the delivered goods. If the Supplier and FAWEMA have not jointly agreed to the nature and scope of the tests as well as the test equipment and test methods, the Supplier must, at the request of FAWEMA, discuss the tests with FAWEMA within the scope of its knowledge, experience and possibilities in order to determine the required level of testing technology in each case.

10.5 The Supplier shall be obligated to perform an outgoing goods inspection based on the test criteria discussed with FAWEMA. It will enclose a test certificate with each delivery, which documents the test results.

 

11. Notice of defects upon delivery and acceptance of works

11.1 With respect to the commercial duty to inspect and report defects, the statutory provisions in accordance with §§ 377, 381 HGB (German Commercial Code) shall apply with the following stipulation: FAWEMA shall, in the normal course of business, inspect purchased goods immediately following delivery to identify any possible defects, which come to light during the incoming goods inspection at FAWEMA under inspection of the exterior including the shipping papers, e.g. transport damages, incorrect or short delivery or in the event of a quality control by FAWEMA – to the extent customary, also on the basis of a sampling procedure. Defects in the sense of these General Purchasing Terms and Conditions are material and defects in title, excess, short or incorrect deliveries as well as the absence of a guaranteed quality or durability of the service or delivery under certain circumstances. Obvious defects in the Goods shall be deemed to have still been reported by FAWEMA on time if the Supplier is notified of them within four (4) weeks of the receipt of the Goods at FAWEMA. If this concerns a concealed defect, this period as per 11.1 Sentence 3 shall begin to run upon discovery of the defect.

11.2 If the Supplier owes work performance, formal acceptance must be carried out. The formal acceptance shall not be replaced by FAWEMA's use, further processing or shipping of the item affected by the work performed nor by the notification from the Supplier that the work is complete.

 

12. Liability for defects

12.1 With respect to our rights in connection with material defects and defects in title of the Goods, that is, including incorrect and short delivery as well as improper assembly, deficient assembly, operating or usage instructions and in the event of other breaches of duty by the Supplier, the legal regulations shall apply to the extent nothing else is specified below.

12.2 In accordance with legal regulations, the Supplier shall be liable that the Goods or the performance has the agreed quality upon the transfer of risk to us. Agreements regarding quality are those, which concern the goods delivered or the service such as, in particular, with respect to the agreed performance and quality, the purpose of use and that the delivery and service reflect the latest state of the art and comply with the applicable regulations of official bodies as well as legal provisions. Furthermore, agreements regarding the quality shall also constitute, in any case, those product or service specifications, which – in particular through the designation or reference in our order – are the subject matter of the respective contract or have been included in the Agreement in the same manner as these General Purchasing Terms and Conditions. It is irrelevant whether the product or service specification comes from us, the supplier or the manufacturer.

12.3 If defects are discovered in goods or parts thereof prior to the start of production at FAWEMA, the following shall apply: At the discretion of FAWEMA, the Supplier must deliver, without undue delay, new defect-free contractual products within three (3) work days or rectify defective goods to the extent technically possible. Any sorting or other subsequent reworking required for this will be performed by the Supplier in consultation with FAWEMA. The Supplier shall carry all costs incurred by the delivery of the defective goods, e.g., for sorting out, transport costs, rectification costs, etc.

12.4 The warranty of the Supplier shall also cover the parts delivered by its sub-suppliers. The Supplier shall not have the right to assign to us its claims vis-à-vis the respective sub-suppliers and to make its own warranty obligation dependant on the fact that our action against the subcontractor was unsuccessful.

12.5 If a defect is identified after the start of production at FAWEMA, the provisions in the aforementioned section 12.3 of these General Purchasing Terms and Conditions will also apply; the following also applies:

12.5.1 If the defect is identified before the delivery of the end products to the customers of FAWEMA, the Supplier shall also carry, in addition to the costs for rectification, the costs for the replacement delivery, costs of reworking and the removal of the defective item and the installation or mounting of the rectified or subsequently delivered defect-free item.

12.5.2 If a defect is identified after the delivery of the end products to the customers by FAWEMA, the Supplier shall also carry a portion of the costs incurred for recall actions corresponding to the Supplier's causation contribution. FAWEMA will notify the Supplier once such defects become known and define the further course of action.

12.6 The Supplier shall also carry the expenses required for the purpose of inspection and supplementary performance, even if it is determined there was in fact no defect. Such shall be without prejudice to our liability for damages in the event of an unjustified request for the rectification of defects; however, to this extent, we shall only be liable if we fail to recognise or failed to recognise in a grossly negligent manner that there was no defect.

12.7 FAWEMA can perform the rectification itself or have it performed by a third party or obtain a replacement from third parties and demand the reimbursement of the expenses required for this from the Supplier and/or a corresponding advance if
- the Supplier itself fails to effect, upon FAWEMA's request, supplementary performance within a reasonable period of time, supplementary performance fails or is otherwise unreasonable for FAWEMA.

- though the defect is identified prior to the start of production and this is, however, necessary in urgent cases in order to avert serious disadvantages. The Supplier must be informed of this without undue delay.

12.8 Furthermore, such shall be without prejudice to the statutory claims of FAWEMA for defective deliveries and services; this applies in particular to claims for compensation of damages and expenses, withdrawal from the Agreement or a reduction of the purchase price for defective goods.

12.9 The acceptance of the delivery or service and payment shall not be deemed acknowledgement of due performance.

 

13. Statutory limitation period

13.1 The mutual claims of the contractual parties shall be statute-barred in accordance with statutory regulations to the extent not otherwise agreed.

13.2 In derogation from § 438(1)(3) BGB (German Civil Code), the general statute of limitation for claims based on defects shall be three (3) years from the transfer of risk. To the extent acceptance has been agreed, the statutory limitation period shall also begin to run upon acceptance and shall also be three (3) years in the event of § 634a (1)(1) BGB. The three-year statutory limitation period shall also apply mutatis mutandis to claims arising from defects in title, whereas such shall be without prejudice to the statutory limitation period for third-party claims for restitution in rem in accordance with § 438(1)(1) BGB (German Civil Code). Furthermore, in no case shall claims arising from defects in title be statute-barred as long as the third party is able to exercise the right vis-à-vis us – in particular in the absence of the statutory limitation period.

13.3 The limitation periods of the Sale of Goods Act including the above extension shall apply – to the statutory extent – to all contractual defect claims. To the extent we are also entitled to non-contractual claims for damages as the result of a defect, the regular statutory limitation period in accordance with §§ 195, 199 BGB shall apply in this respect unless the application of the statutory limitation periods of the Sale of Goods Act leads to a longer limitation period in individual cases.

 

14. Supplier recourse

14.1 In addition to our claims for defects, we are entitled, without limitation, to our statutory recourse claims within the supply chain, so-called supplier recourse in accordance with §§ 445 a, 445 b, 478 BGB. In particular, we shall have the right to demand specification of the exact nature of supplementary performance or replacement delivery, which we owe our buyer in individual cases. Our statutory right to choose in accordance with § 439 Abs. 1 BGB shall not be limited as a result.

14.2 Our claims arising from supplier recourse shall also apply if the defective goods have been further processed by us or another entrepreneur, e.g., by incorporation into another product.

 

15. Product liability – indemnification – repurchase – liability insurance

15.1 To the extent the Supplier is responsible for product damage on the basis of product liability in accordance with the Produkthaftungsgesetz (Product Liability Act) or §§ 823 et seqq. BGB, it shall be obligated to pay compensation for all damages incurred or, upon first request, indemnify and hold harmless FAWEMA vis-à-vis third-party claims to the extent it has set the cause in its sphere of control and organisation and would itself be liable in external relations. In the case of contributory negligence or contributory causation on the part of FAWEMA, the principles of § 254 BGB shall apply.

15.2 Within the scope of its liability for the cases of damage referred to in section 15.1 General Terms and Conditions of Purchase above, the Supplier shall also be obliged to reimburse any expenses in accordance with §§ 683, 670 BGB and in accordance with §§ 830, 840, 426 BGB, which arise from any recall campaign carried out by FAWEMA.

15.3 The Supplier shall be obligated to take out and maintain product liability insurance with coverage of at least EUR 2.0 million per case of personal injury/property damage. Unless otherwise agreed, this does not cover the risk of recall campaigns. Such shall be without prejudice to claims for damages of FAWEMA beyond the insured amount.

15.4 The Supplier shall be obligated, upon request, to provide written proof of such insurance coverage. If the Supplier is not able to provide proof of insurance coverage within two (2) weeks, FAWEMA shall have the right to take out such insurance at the cost of the Supplier.

 

16. Documents of FAWEMA and confidentiality

16.1 FAWEMA shall reserve all rights of ownership and all copyrights to images, drawings, plans, calculations, materials, models, drafts, samples, tools, devices and other equipment, items or documents of FAWEMA; without the express written consent of FAWEMA, they may not be made available to third parties, not be duplicated or used by FAWEMA for any other purposes. They may only be used to fulfil FAWEMA's order.

16.2 The Parties shall be obligated to treat as a trade secret all non-obvious commercial and technical knowledge and information, which they becomes cognizant of in connection with the business relationship and to not disclose such to third parties. These obligations shall not apply insofar the Supplier shares such information with authorised persons, who require it for the performance of the Agreement.

These obligations shall also not apply – to the extent the Supplier is able to provide proof hereof – to such information:

- which becomes publicly known through no breach of duty on the part of the Supplier – to the extent the Supplier is able to recognise this – through no breach of an authorised person;

- which was publicly known at the time the contract was concluded;

- which the Supplier rightfully receives or received from a third party if the third party is obligated to maintain confidentiality vis-à-vis FAWEMA without this being recognisable for the Supplier;

- which are known to the Supplier independent of FAWEMA.

16.3 The Supplier shall be obligated, with respect to the confidentiality of information, to exercise the care which it is accustomed to exercising in its own affairs, but in any case at least the care required in the course of business.

16.4 All items specified above in the aforementioned section 16.1 General Purchasing Terms and Conditions are, as long as they are in the possession of the Supplier, to be insured at its cost against fire and theft.

16.5 The Supplier shall be obligated to impose on the sub-suppliers it engages to comply with the aforementioned provisions.

 

17. Property rights, copyrights of the ordering party

17.1 The Supplier shall be liable for all claims, which arise in connection with the contractual use of the goods delivered or services arising from the breach of industrial trademarks and trademark applications (hereinafter "Trademarks") in Germany, in the countries of the European Union and in other countries around the world.

17.2 The Supplier shall indemnify and hold harmless FAWEMA and its customers from third-party claims arising from the infringement of property rights. The Supplier shall carry any license fees.

17.3 The aforementioned obligations shall not apply if the Supplier has not acted in a culpable manner, that is, e.g., was unable to recognize that the products or services it delivered would infringe on property rights.

17.4 The Parties shall be obligated to notify one another, without undue delay, of any risks of infringement and alleged property right infringements that become known in order to counteract any corresponding liability claims.

17.5 Copyrights

17.5.1 FAWEMA shall be the sole authorised user and sole owner of all copyrights for processes of FAWEMA and technical equipment of FAWEMA, which the Supplier uses to manufacture the goods ordered regardless in which medium this production process is used.

17.5.2 As the authorised user, FAWEMA is the exclusive beneficiary of the intellectual property of the process, which is deployed by the Supplier and which is also used in cooperation with FAWEMA.

17.5.3 FAWEMA is therefore solely entitled to have patents, design patents or other trademark rights to the prototypes, samples, software, documents, etc. produced by the Supplier within the scope of the respective order protected by copyright in its own name.

17.5.4 All claims to the aforementioned intellectual property shall be fully satisfied with the fee paid by FAWEMA to the Supplier.

 

18. Retention of title – provision – tools

18.1 The ownership of the delivered goods – if the Supplier delivers them subject to retention of title – shall be transferred to FAWEMA upon payment of the due amount in full. Any extended or expanded retention of title on the part of the Supplier shall be precluded.

18.2 Insofar FAWEMA supplies parts to the Supplier for contract processing, FAWEMA shall retain the title thereto. The Supplier shall perform processing or alteration on behalf of FAWEMA. If goods subject to retention of title are processed separately or inseparably with other objects that do not belong to us, FAWEMA shall acquire co-ownership of the new item in proportion of the value of FAWEMA's item to the other items processed at the time of processing.

18.3 To the extent the Supplier manufactures tools for FAWEMA, they become our property and/or that of our customers upon full payment and are to be marked accordingly by the Supplier.

 

19. Termination of orders/ contracts

In the event of longer term contracts regarding the delivery of goods or for contracts regarding the provision of services, the following term and termination provisions shall apply:

19.1 Both parties shall have the right to terminate such contracts in writing giving notice of three (3) months.

19.2 In cases where the customer/buyer of FAWEMA terminates its orders – with notice or with immediate effect for a legitimate reason, FAWEMA shall have the right to jointly provide for another agreement in order to settle this matter with the Supplier.

19.3 Either party may terminate a contract in writing at any time for a legitimate reason without having to give notice of termination. A legitimate reason is particularly at hand in the following cases:

- default of payment of a party, the institution of insolvency proceedings against the assets of a party or their rejection due to a lack of assets or the liquidation of one of the parties;

- the breach of cardinal contractual obligations, the fulfilment of which makes the performance of the contract possible in the first place;

- one party comes under the dominant influence of a competitor of the other party through one of its partners or shareholders.

19.4 In the event of the termination of or other end of a contract, the Supplier shall immediately return all items provided to it by FAWEMA, including all drawings and other documents, devices and tools.

 

20. Closing provisions

20.1 The law of the Federal Republic of Germany, to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG), shall apply to these Purchasing Terms and Conditions and the entire legal relationships between FAWEMA and the Supplier.

20.2 The place of performance for all claims arising from legal relationships with suppliers, that is, for all deliveries, services and payments shall be the place where the Goods or the service is to be rendered in accordance with the order.

20.3 The place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship – insofar as the supplier is a registered trader or a legal entity of public law – shall be the competent court at the registered office of FAWEMA in Cologne/Germany. However, FAWEMA shall also have the right to sue the Supplier at its place of jurisdiction.

20.4 The data protection regulations in accordance with the Federal Data Protection Act and the EU General Data Protection Regulation (GDPR) must be complied with, regardless of the form and medium in which personal data is used within the framework of the contractual relationship.

20.5 If a provision in these Purchasing Terms and Conditions or a provision in connection with other agreements is or becomes ineffective, such shall be without prejudice to the effectiveness of all other provisions or agreements.