Terms and Conditions of Purchase

Last updated: August 2020

1. General remarks – scope of application

1. All offers tendered by the contractor/supplier/service provider (hereinafter referred to as ‘Contractor’) and orders placed by Alfred Thun GmbH (hereinafter referred to as ‘Principal’) shall now and in future be governed exclusively by these General Terms and Conditions of Purchase (hereinafter referred to as ‘GTCPs’). These GTCPs shall in any event form a component of all of the Principal’s contracts with the Contractor.
2. Any varying, conflicting or supplementary general terms and conditions of the Contractor are hereby expressly excluded. They shall not become a contractual component, even in cases where they are made known, unless the Principal has expressly agreed to their validity in text form. They shall similarly not become a component of this contract or future contracts without consent in text form even if the Principal does not expressly exclude them once more on receipt. Similarly, unreserved acceptance of a delivery from the Contractor shall not constitute agreement with validity of the Contractor’s terms of business.
3. Any verbal agreements that deviate from the GTCPs shall only become a component of this contract or future contracts if the Principal confirms the varying agreement in text form. This requirement for text form may only be waived by mutual agreement in text form.
4. Variations to the manner in which business is handled shall not entitle the Contractor to amend the GTCPs.
5. The Principal’s employees are not authorised to enter into verbal ancillary agreements and/or to give verbal assurances that go beyond the content of the contractual text.
6. The requirement for text form agreed in all of the above and following clauses may similarly only be waived in text form.

2. Offers – offer documents

1. Offers tendered by the Contractor shall be binding on the Contractor and shall be prepared at no charge to the Principal. The same shall apply to the production of drawings, plans and the like by the Contractor.
The tendering Contractor shall be bound by its offer for twelve weeks. This lock-in period shall commence on receipt of the offer by the Principal. Notifications of acceptance and all orders shall only take legal effect on confirmation by the Principal in text form.
Electronic orders shall also be legally binding without a signature. The Contractor shall accept orders in writing by within three working days of the order date, otherwise the Principal may revoke the order.
Receipt of the notification of acceptance by the Principal shall be material in determining timeliness of acceptance.
2. Drawings, illustrations, dimensions, weights or other performance characteristics including all other specifications (material, finishes, tolerances, etc.) stipulated by the Principal are binding. Public statements, claims or advertising made by the Contractor are similarly binding. This shall not apply if execution is not technically possible. In this case, the Contractor shall notify the Principal without undue delay.
On acceptance of the order, the Contractor acknowledges that it has familiarised itself with the type of execution and scope of performance by inspecting the order documents. The Principal shall not be bound by any obvious errors or spelling and arithmetic mistakes in the documents and drawings provided by the Principal. The Contractor undertakes to notify the Principal of such errors without undue delay so that the order can be rectified. This also applies if any documents are missing.
The Contractor shall be liable for any delays in carrying out the order as a result of non-compliance with these provisions, unless it is not at fault.
If initial samples or approval samples are required, the Contractor may only commence serial production once the Principal’s approval has been provided in text form.
3. Even during manufacture in accordance with the Principal’s stipulations, the Contractor shall remain under an obligation to inspect whether the technical specifications on which the order is based correspond to the documents provided to the Contractor. The Principal is not obliged to accept goods deliveries that do not correspond to the order. Premature deliveries are not permitted in any case. If an order contains no information about the delivery period, it must be performed without undue delay following conclusion of the contract in the absence of any agreement in text form. This also applies to orders based on a schedule of supply and services of the Contractor, even where this contains different delivery periods. Any varying delivery periods of the Contractor shall only be binding where the Principal gives express confirmation in text form. The date of the receipt of the order is material for calculating the agreed delivery periods (commencement).
If the Principal provides material to be processed by the Contractor, the Contractor shall perform a corresponding inspection pursuant to section 377 German Commercial Code (HGB).
In cases where the Principal supplies its own services or articles to the Contractor to enable performance to be rendered, the Contractor shall directly inspect the functionality, number of units and apparent freedom from defects (absence of transport damage etc.) of such services or articles.
The inspection shall take place directly on receipt of the services or articles. The supply of such services or articles by the Principal shall have no bearing on the Contractor’s warranty obligations.
4. The Contractor undertakes to obtain in advance the requisite approvals to enable performance to be rendered.

3. Prices and terms of payment

1. The prices listed in the orders are binding and delivery shall be effected DAP (Ennepetal) for deliveries within Europe (Incoterms 2020) or CIP (Hamburg) for deliveries outside Europe (Incoterms 2020) including all ancillary costs such as packaging, insurance, etc., in particular also expenses, costs, disbursements, toll charges and other fees. The Contractor shall provide insurance cover up to receipt of the goods unless otherwise agreed. The return of empty containers and packaging material, with the exception of disposable packaging, shall be effected EXW (Ennepetal) (Incoterms 2020) at the Contractor’s expense.
The statutory VAT shall be itemised separately in the offers and invoices. If the agreement does not include the cost of the packaging and the payment for the packaging (unless it has merely been loaned) has not been expressly specified, this shall be charged at cost (proof to be provided).
2. If the Principal is delayed in effecting acceptance due to force majeure, industrial disputes, disruptions to operations for which it is not at fault and other unavoidable events, the Contractor shall not be entitled to claim consideration in return or compensation insofar as the Principal was not aware and could not have been aware of the impediment on conclusion of the contract. In this case, the Contractor is required to store the goods at its costs and expense until transfer to the Principal.
3. The Principal shall effect payment within 14 days with a discount of 3 per cent or within 60 days net, in each case following receipt of the invoice and orderly receipt of the goods, unless otherwise agreed in writing. Invoices shall be sent to the Principal separately from the delivery of goods.
Any partial deliveries permitted in exceptional cases shall not trigger the discount period. Receipt of the remittance order by the Principal’s bank shall be material for determining the timeliness of payments due from the Principal.
4. The Principal shall be entitled to rights of set-off and lien to the extent permitted by law. The Contractor shall only have a right of set-off if its counterclaims are undisputed or have been legally established or acknowledged by the Principal. The Contractor shall also have a right of lien to the extent permitted by law provided its counterclaim is based on the same contractual relationship.
5. The order number, item number, stock order number (if available), delivery quantity and delivery address shall be supplied in all order confirmations, delivery documents and invoices. If one or more of these items of information is missing and handling by the Principal in the ordinary course of business is delayed as a result, the payment terms set out in para. 3 shall be extended by the length of the delay.

4. Delivery and delivery periods

1. The delivery time specified in the order (delivery period or date) is binding.
2. The Contractor is obliged to deliver within the period stipulated in the order. The delivery date shall be deemed complied with once the goods have been received at the delivery location specified by the Principal. Any additional costs incurred to comply with a delivery date shall be borne by the Contractor. Partial deliveries shall only be permissible subject to written agreement; otherwise the Principal may refuse acceptance.
3. If delays are expected despite a delivery period having been agreed, the Contractor shall notify the Principal thereof without undue delay verbally or by telephone and additionally in text form and shall obtain the Principal’s decision on whether to uphold the order. The notification of an anticipated delivery delay shall not change the delivery date. The unreserved acceptance of the delayed delivery shall not represent a waiver by the Principal of any claims to compensation due to it as a result of the delayed delivery or performance. If neither the delivery date nor a reasonable grace period set by the Principal is complied with, the Principal is entitled to choose to rescind the contract and/or demand damages for non-performance. Additionally, the Contractor shall reimburse the Principal for all additional costs incurred as a result of the delayed delivery or performance. This is without prejudice to any additional statutory claims.
4.a. Should the Contractor find itself in default pursuant to section 286 German Civil Code (BGB), the Principal is entitled to demand liquidated damages of 1 per cent of the net order value per full week up to a maximum of 10 per cent of the net order value. The Contractor reserves the right to demonstrate that no damage was incurred or that the damage was substantially lower than the liquidated sum.
4.b. The Principal is entitled to assert these liquidated damages in addition to its claim for performance. Any liquidated damages paid shall be set off against the Principal’s claim for compensation. This is without prejudice to any further claims that may accrue to the Principal.
5. If the Contractor is unable to comply with a delivery date due to force majeure, it is required to notify the Principal without undue delay. In this case, the Principal is entitled to extend the acceptance period or, if its interest in the delivery is substantially diminished, to rescind the contract in full or in part or to reduce the purchase price.
6. This is without prejudice to the provisions regarding fixed-period commercial transactions pursuant to section 376 HGB.
7. The Principal shall not be obliged to effect acceptance until the delivery date has elapsed.
8. The goods should be clearly labelled as regards their content with item number and item description and the documents establishing title to the goods shall be supplied along with the delivery.
9. As a manufacturing company, the Principal is especially reliant on punctual delivery. Even the absence of a small part or required certificate may give rise to significant manufacturing and delivery delays and thus cause damages that far exceed the order value.

5. Acceptance

1. The Principal shall only be obliged to accept the ordered goods if they comply with the Principal’s stipulations or a sample approved by the Principal in terms of their specification and quality.
2. Tool testing reports must, subject to agreement, arrive with the respective delivery or be sent over without undue delay.
3. The Principal may reject orders that do not comply with agreements in terms of delivery deadlines and scope of delivery. Any costs in this respect shall be borne by the Contractor.
4. Acceptance of the goods can only be performed in accordance with the specifications set out in the Principal’s order or a letter to be provided separately.

6. Transfer of risk and title

1. Delivery and shipment shall be effected at the Contractor’s cost and risk to the delivery location specified by the Principal.
The Contractor is obliged to deliver the goods to the delivery location specified by the Principal, which at the same time constitutes the place of performance, at its own expense, freight and charges prepaid. Even where shipment is part of the agreement, risk shall only pass to the Principal once the goods have been handed over to the Principal at the agreed destination.
2. The Principal shall only accept a simple retention of title on the part of the Contractor. The Principal rejects any extended or expanded reservation of title. Title to the delivered goods shall pass from the Contractor to the Principal by no later than on payment of the purchase price.
3. The Principal may mix, process or blend goods that are subject to the Contractor’s retention of title in the ordinary course of business for its own benefit and may also sell them on.

7. Warranty

1. The Contractor warrants that the supplied goods correspond to its offer.
In case of delivery or order based on samples or specimens, the characteristics and specifications of the sample or the specimen shall be deemed to be quality features.
2. The Contractor warrants in particular that its delivery and performance comply with the recognised rules of technology, safety and other provisions stipulated under law, the agreed technical, chemical and physical characteristics as well as other qualities agreed or arising from other information supplied by the Contractor or a different manufacturer from the Contractor. Generally recognised standards, in particular DIN, ISO, VDI, VDE, EN, REACH, EMV, etc., shall be complied with unless more stringent requirements arise due to the state of the art, the disclosed place of deployment or purpose of use or any other requirements stipulated by the Principal. This is without prejudice to any more extensive statutory or contractual warranty obligation to which the Contractor is subject.
3. On receipt of the goods, the Principal shall only inspect them in terms of quantity, goods type and any clearly visible transport damage on the packaging or for externally visible defects to the goods themselves. A complaint about defects shall be deemed to have been made promptly if it is made within a period of seven calendar days of receipt of the goods or, in the case of latent defects, of discovery of the defect.
4. The Principal shall have the full benefit of statutory warranty claims; in any event, the Principal is entitled to choose between rectification of defects and delivery of a new item from the Contractor. The Principal may limit its withdrawal of an order to the defective part of a delivery or declare a withdrawal for the entire delivery. The Principal reserves the right to bring claims for damages.
5. In urgent cases or if the Contractor is in default with the satisfaction of the warranty obligations incumbent on it, the Principal is entitled, at the Contractor’s expense, to remedy the defect itself, to have it rectified or to procure a replacement.
6. The Contractor’s warranty period shall be 36 months from handover of the delivery.
7. The Principal may return the goods under claim on a carriage-due basis. If the transfer of risk took place less than six months previously, it will be assumed that any defects were already present at the point of the transfer of risk.
8. The standard limitation period for claims for performance and compensation brought by the Contractor against the Principal is 24 months. This is without prejudice to sections 196 and 197 BGB.
9. The provisions in para. 8 shall not apply if the Principal’s liability is due to wilful intent or gross negligence. They shall further not apply to any claims directed at the Principal under the German Product Liability Act (Produkthaftungsgesetz) and any compensation claims brought against the Principal due to death and personal injury, harm to health or infringement of a person’s liberty. In these cases, liability and limitation shall be governed by the statutory provisions.
10. The warranty period for replaced and repaired parts shall start to run anew for substitute delivery and rectification of defects unless the Contractor’s conduct caused the Principal to assume that the Contractor did not consider itself under an obligation to undertake the measure, but instead performed the substitute delivery or defect rectification out of goodwill or for similar reasons.
11. Where defective performance by the Contractor is due to defective performance by a subcontractor or supplier of the Contractor, the Contractor hereby assigns to the Principal any warranty claims and tortious compensation claims against the subcontractor or supplier due to this defect. The assignment shall be performed in order to collateralise the Principal’s warranty claims against the Contractor.
The satisfaction of the Principal’s claims against the Contractor shall not affect this precautionary assignment. On receipt and assertion of these claims, the Contractor shall do its utmost to support the Principal and shall indemnify the Principal for the purpose of asserting the claim. Until such time as the Principal discloses the assignment, the Contractor remains entitled and obliged to assert the claims against the supplier or subcontractor in question in its own name and at its own expense. Once the Principal’s warranty claims against the Contractor have been satisfied, the Principal shall reassign the Contractor’s warranty claims against suppliers or subcontractors. If prior to this the Principal’s warranty claims are over-collateralised by more than 20 per cent, the Principal undertakes, at the Contractor’s request, to reassign the portion of the warranty claims that exceeds 120 per cent of the claim to the Contractor.

8. Intellectual property rights

1. The Contractor warrants that all deliveries/products/goods/services or also parts thereof comply with the respective European Community directives, insofar as such exist.
2. The Contractor warrants that its delivery to the Principal does not breach any third-party patent or intellectual property rights within the Federal Republic of Germany or, if the Contractor has been notified accordingly, within the destination country of the goods. The Contractor shall indemnify the Principal in case of a breach of such intellectual property rights. The Contractor’s duty of indemnity relates to all claims, including claims for damages, that necessarily accrue to the Principal under or in connection with the third-party claim. The Contractor shall accede to any legal dispute against the Principal.
3. Where a copyrighted work is delivered, the Principal shall obtain from the Contractor a non-exclusive, unlimited usage right for all usage types.
4. The Contractor’s duty to provide indemnity set out above shall not apply if the Contractor has manufactured the delivered goods in accordance with drawings, models or other equivalent descriptions or information provided by the Principal and neither knew nor ought to have known that third-party intellectual property rights would be breached as a result.
5. Where the products/services acquired by the Principal are subject to intellectual property rights, in particular patent rights, the acquisition of such rights to the necessary extent for the use, handling and processing of the ordered goods is included in the sale price.

9. Product liability

In the case of product liability, the following applies without prejudice to any other claims accruing to the Principal:
1. The Contractor shall be liable for all claims asserted by third parties due to personal injury or material damage that are attributable to a defective product supplied by it and is obliged to indemnify the Principal against the ensuing liability. In cases of fault-based liability, however, this shall only apply if the Contractor is at fault. If the cause of the damage lies within the Contractor’s sphere of responsibility, it shall bear the burden of proof in this respect.
2. In connection with this liability, the Contractor is also obliged to reimburse the Principal for expenditure and damages arising from or in connection with a recall action performed by the Principal. The Principal shall notify the Contractor of such measures and shall give it the opportunity to provide an opinion as far as is possible and reasonable in the specific case.
The Contractor shall similarly be liable for any resulting legal prosecution costs.
The Contractor is obliged to support the Principal.
3. The Contractor undertakes to take out product liability insurance with an indemnity limit of at least EUR 25 million as well as recall cost insurance. The Contractor shall send the Principal a copy of the liability policy on request at any time.

10. Models and drawings

1. Unless otherwise agreed, the Principal shall retain title to the models, illustrations, calculations, samples and drawings provided to the Contractor with the order. They may not be passed to third parties or otherwise used without the Principal’s express written consent. After the end of the contract or on termination of the supply relationship, they shall be returned unsolicited to the Principal without undue delay.
2. Any tools, apparatus and other items produced or procured by the Contractor at the Principal’s expense shall pass into the Principal’s possession on being procured. The Contractor shall store them carefully, maintain and replace them for the Principal such that they can be used at any time.
The Contractor shall insure these tools and apparatus against damage from fire, water and theft at reinstatement value at its own expense. The Contractor hereby assigns any claims for compensation vis-à-vis the insurer to the Principal, which accepts the assignment.
3. Tools, apparatus and models that the Principal provides to the Contractor or that are produced for contractual purposes and are charged separately to the Principal by the Contractor shall remain the property of the Principal or shall pass into its possession. The Contractor shall mark such as property of the Principal, shall store them carefully, insure them against damage of all kinds and only use them for the purposes of the contract. The costs of maintaining and repairing these items shall be borne equally by the contractual partners absent an agreement to the contrary. However, where these costs are attributable to defects of such items produced by the Contractor or improper use by the Contractor, its employees or other vicarious agents, they shall be borne by the Contractor alone. The Contractor shall provide notification of any more than insignificant damage to these items without undue delay. It is obliged to surrender these items to the Principal on request in an orderly condition if it no longer requires them to satisfy the contracts entered into with the Principal.
4. The Principal shall retain title and copyright to orders and assignments issued by it as well as to drawings, illustrations, calculations, descriptions and other documents provided to the Contractor. The Contractor may not make these available to third parties nor disclose them or use them itself or via third parties or reproduce them without the Principal’s written consent. On request, the Contractor shall return these documents in full to the Principal if they are no longer needed during the ordinary course of business or if negotiations do not result in the conclusion of a contract. Any copies produced by the Contractor shall be destroyed in this case; the only exclusions shall be retention within the context of statutory retention obligations as well as the storage of data for backup purposes in the course of regular data backup.

11. Retention of title

1. Where material is delivered to the Contractor for further processing, the Principal reserves title to this material. The Contractor may only use the material for orders issued by the Principal. The Contractor shall be liable to the Principal for any loss or damage.
2. The parties agree that the Principal shall become the co-owner of the products manufactured using the materials and parts provided by it at the ratio of the value of the materials and parts issued by it to the value of the overall products stored accordingly by the Contractor for the Principal.

12. Spare parts

1. The Contractor shall notify the Principal at least six months in advance of any modifications to spare parts, for example for reasons related to the state of the art.
2. The Contractor undertakes to stock spare parts for products supplied to the Principal for a period of at least (ten) years following delivery.
3. If the Contractor intends to discontinue the production of spare parts for products supplied to the Principal, it shall notify the Principal without undue delay following the decision on discontinuation. This notification must be made no later than twelve months prior to discontinuation of production without prejudice to the provisions of para. 2.
4. If the Contractor is no longer able to supply spare parts, whether on grounds for which it is at fault or not at fault (e.g. insolvency), it shall ensure provision of the necessary capacity by third parties in consultation with the Principal and undertakes to issue the requisite licences and provide technical support. The terms agreed between the parties also apply to deliveries for the spare-parts market.

13. Commercial secrets

1. The Contractor undertakes to treat orders placed by the Principal, technical details such as illustrations, drawings, calculations and other documents as commercial secrets of the Principal.
2. These items may only be disclosed to third parties with the Principal’s express written consent. The confidentiality obligation also applies following settlement of a contract. It shall lapse if and to the extent that a commercial secret becomes general knowledge.
3. The Contractor may not refer to the business relationship in advertising material, brochures, etc. and exhibit deliverables produced for the Principal without prior written consent.
4. In the event of a breach of this provision, the Contractor shall compensate the Principal for any damage incurred by the Principal.

14. Liability

1. The Principal shall be liable to the Contractor for any compensation claims due to wilful intent, gross negligence and liability for damages due to death, personal injury or harm to health. Liability for other losses due to ordinary negligence shall be limited to the foreseeable losses typical for the type of contract.
2. The Contractor shall compensate the Principal for the cost price of any products destroyed due to defective workmanship.

15. Outsourcing

The Contractor is not entitled to outsource its obligations under the contract or substantial parts of the assignment to third parties or to relocate the production location in full or in part to another country without the Principal’s written consent.

16. Data protection

The Principal is entitled to process data concerning the Contractor that relates to the business relationship or is received in connection with it in electronic files as well, irrespective of whether such data originates from the Contractor itself or from a third party, taking account of provisions regarding data protection.

17. Rescission

The statutory right of rescission notwithstanding, the Principal is entitled to rescind the contract, in particular in cases of repeated non-compliance with agreed delivery dates. The same applies to the cessation of payments as well as in the case of an application for or initiation of insolvency proceedings.

18. Assignment

The Contractor is not entitled to assign its claims arising from the contractual relationship to third parties.

19. Subcontractors

Unless otherwise agreed or apparent to the Principal from the content of the order in relation to the Contractor’s performance capability, the Contractor undertakes to perform all obligations arising under the order in its own company. The Contractor may only deploy subcontractors with the Principal’s prior written consent, irrespective of whether this was evident or foreseeable to the Principal on conclusion of the contract.

20. Corporate Social Responsibility (CSR)

1. With the introduction of its Corporate Social Responsibility Policy (CSR Policy), the Principal underlines its commitment to environmental protection, the preservation of human rights and labour standards as well as to the fight against corruption. The policy highlights its willingness also to demand that its suppliers and service providers comply with the principles of sustainable development. By acknowledging this policy, the Contractor undertakes to do its utmost to unreservedly apply and implement the Principal’s CSR Policy in its observance of the contractual provisions and applicable national legal stipulations.
2. Any intentional non-compliance by the Contractor with the principles set forth in the CSR Policy shall be deemed a breach of its contractual obligations and may result in sanctions including the termination of the contract on grounds of the Contractor’s fault, regardless of any claims for compensation.
3. If a Contractor is not able to comply with one or more provisions of the CSR Policy due to special circumstances, it shall notify the Principal accordingly in order that any necessary corrective measures can be mutually agreed.

21. Compliance

1. The Principal and its contractors are governed by the principle of loyalty, which enables lasting contractual relationships to be established and maintained. The Contractor shall act in accordance with the principles of honesty and fairness as well as with the prevailing competition rules and the anti-corruption provisions applicable to business relationships. The contractual negotiations and contractual execution must not result in conduct or acts that may be considered active or passive bribery, complicity in passive bribery or ‘cronyism’.
2. The Principal shall treat all of its contractors decently and justly, regardless of their size and market position. It encourages all procurement transactions to be performed in accordance with the principle of open and fair competition. The Contractor undertakes not to offer to or bestow on the Principal’s employees or their families gifts, invitations, gratuities, favours or other benefits that may influence or restrict the incorruptibility, free judgment or objectivity of the employee in question in his or her business relationship to the Contractor. Employees may only accept small courtesies in the form of gifts in exceptional cases and on appropriate occasions (e.g. at the end of the year), and these must be of a low value and comply with the standard customs of the industry.
3. The Contractor is not permitted to pay the travel and accommodation costs for the Principal’s employees for site visits. Invitations to business meals or cultural or sporting events and the like must be limited to exceptions and must not entail disproportionate expenditure.
4. The Contractor undertakes not to take advantage of forced or compulsory labour. Forced or compulsory labour is any type of work or service performed by an individual on pain of punishment for which the individual in question has not volunteered.
5. The Contractor undertakes not to take advantage of any illicit work as defined in the statutory provisions.
6. The Contractor undertakes to comply with the provisions regarding the eradication of child labour and the protection of children and young people as set down in national legislation. It undertakes in particular not to employ any person who has not reached the requisite minimum age under national legislation.
7. The Contractor undertakes not to make any distinction, exclusion or preferential treatment on the grounds of ethnicity, skin colour, gender, creed, political opinion, nationality or social background that results in equality of opportunity or equal treatment in employment or occupation being neutralised or impaired. The Principal shall not consider a distinction between or exclusion or preferential treatment of persons due to qualifications required for a specific employment as well as special measures aimed at catering to a person’s particular requirements for which special protection or support is deemed necessary due to their gender, age, disability, difficult family circumstances or social or cultural standing (positive discrimination) to constitute discrimination.
8. The Contractor shall comply with local laws regarding working time and the minimum wage and undertakes to pay its employees their wage or salary on a regular basis. The Contractor undertakes to pay overtime at the rates specified in the locally applicable laws.
9. The Contractor undertakes to guarantee a safe working environment that poses no risks to health. It shall ensure that its activities are not detrimental to the health and safety of its employees, its subcontractors, the parties involved in the respective project, the neighbouring population and the users of its products. The Contractor shall take a proactive approach to matters of hygiene and safety. The risks associated with its activities must be identified and evaluated. The Contractor shall take all necessary measures to limit and, if possible, eradicate these risks.
10. The Contractor shall endeavour to achieve the highest possible standards in terms of environmental protection. This applies both to its products and also to its environmental management system, in particular in respect of the protection of the natural world, the preservation of biodiversity and ecosystems, the use of natural resources, its CO2 footprint and the management of waste and hazardous substances. It shall do its utmost to avoid harmful effects resulting from its activities on the environment or shall minimise such impact by fostering responsible, environmentally aware conduct. It shall endeavour to minimise adverse impacts on neighbouring residents, to reduce its energy consumption as well as waste discharged into water, the air and the ground; this applies equally to waste produced at the various stages of the manufacture, transport, on-site installation, marketing of the products and services as well as the disposal of the waste produced.
11. When purchasing products and services as well as in the design, realisation and implementation of its own products and services, the Contractor shall pay heed to environmental protection, hygiene and safety criteria to minimise harmful impacts of its products and services over their entire life cycle and at the same time to maintain or even enhance quality.
12. It undertakes to comply with the locally applicable laws and standards as well as the laws of the destination country/countries of its products.

22. Changes to the Contractor’s corporate structure

The Contractor undertakes to notify the Principal without undue delay and in text form of any material changes to the shareholding structure of its company. The obligation shall also apply if the material change is subject to statutory publication requirements (obligation to file a register entry). If the material change to the shareholding structure of the Contractor’s company also entails a change to the control relationships within the Contractor’s company (e.g. sale of the majority of the shares or acquisition of a controlling influence by a third party) and this results in a concrete adverse and unreasonable impact on the Principal’s interests, the Principal is entitled to terminate the contractual relationship without notice for good cause.

23. Place of performance and jurisdiction

1. The place of performance for the services to be rendered by the Contractor is the delivery location specified by the Principal. In all other respects, the place of performance is the Principal’s registered office in Ennepetal.
2. The exclusive place of jurisdiction for all disputes arising in connection with this contract, irrespective of the legal grounds, is the place of the Principal’s registered office (Ennepetal). However, the Principal is also entitled to select the court competent for the registered office or relevant branch of the Contractor for claims against the Contractor. The legal relationship shall be governed exclusively by the law of the Federal Republic of Germany.
3. The UN Convention on the International Sale of Goods (CISG) shall not apply.

24. Severability

Should one of the foregoing provisions be or become invalid, the validity of the other contractual provisions shall remain unaffected. The invalid contractual provision shall be replaced by a provision that most closely resembles the economic intent of this provision. The same applies where provisions contain omissions or require interpretation.