GTC

General Terms and Conditions Purchase International (GTC Purchase International) of CIG Piping Technology GmbH (CIG)

1. Scope
1.1 These General Purchasing Terms and Conditions Domestic (Domestic Purchasing GTC) shall apply to all deliveries, services and offers of our suppliers having their main offices outside the territory of the Federal Republic of Germany, inasmuch as these are entrepreneurs within the meaning of Section 310 Para. 1 BGB (German Civil Code). These Purchasing GTC are an integral part of all contracts that we (CIG) and all business enterprises affiliated to us in accordance with Section 18 AktG (Stock Companies Act) conclude with our suppliers pertaining to the deliveries or services offered by the latter. They also apply to all future supplies, services or offers submitted to us, in particular also to volume and value contracts, delivery schedules, release and individual orders, even if they should not be agreed upon separately once again.

1.2 General Terms and Conditions of our suppliers or of third parties shall not apply, even if we do not separately object to their applicability in an individual case. Even if we make reference to a letter that contains the general terms and conditions of the supplier or of a third party or draws attention to any such, this shall not constitute consent to the validity of those terms and conditions.

2. Conclusion of Contract
2.1 Delivery inquiries submitted by us to a supplier constitute an offer to the latter to in its turn submit an offer to us. All offers submitted by the suppliers are non-binding and free of charge for us. We may accept any offers submitted by the supplier orally or in writing at least 14 working days after receipt of the same by sending a written order (contractual conclusion), which the suppliers shall be required to confirm in writing within three working days, at the same time enclosing a complete supplier’s declaration.

2.2 We are entitled to alter at any time the date and place of the delivery as well as the nature of the packaging by way of a written communication serving a period of notice of at least five calendar days prior to the agreed delivery date. The same shall apply to amendments to product specifications inasmuch as these may be realised within the context of the standard production process of the supplier without any significant additional expenditure, whereby in such cases the period of notice in accordance with the previous sentence shall be at least 14 calendar days. We shall refund to the supplier the proven and reasonable costs incurred by the supplier due to the amendment. Should such amendments lead to delivery delays that cannot be avoided in return for a reasonable amount of expenditure in the standard production and business operations of the supplier, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the extra costs of delivery delays anticipated by it according to its own careful estimate in good time prior to the delivery date but within a period of five working days after receipt of our notification according to sentence 1.

2.3 We are entitled to cancel the contract at any time by way of a written declaration, thereby stating the reason, if we, due to circumstances arising after the conclusion of the contract, should no longer be able to use the products ordered in our business operation. We shall, in such cases, pay the supplier for the partial services which it has rendered.

2.4 The supplier shall review all specifications, performance descriptions and other information supplied to it for the purpose of carrying out the order, as well as any items provided for the implementation thereof and any other materials, for their suitability with regard to the purpose being pursued by CIG-PT.

2.5 In the case of evident errors in the order, in particular typing errors, the supplier undertakes to inform us hereof. Should the supplier violate its information obligation, we shall be entitled to a subsequent amendment to or withdrawal from the contract without becoming liable to the supplier for compensation.

2.6 Rights and/or obligations from the respective contractual relationship may be assigned by us at any time to affiliated business enterprises of third parties. The full or partial forwarding of orders to third parties by the supplier shall require our prior written consent.

3. Dispatch, Packaging, Disposal
3.1 Dispatch shall be effected at the risk of the supplier. This shall also apply should we assume the transport and/or transport insurance. Should the goods, in exceptional cases, be transported at our risk and costs, we shall decide upon the mode of transport and select the forwarding agent or carrier.

3.2 The supplier shall be required to package all goods that are to be dispatched sorted and in single-origin batches. Should, due to goods not having been packaged in single-origin batches, repackaging be necessary, the supplier shall be required to bear the costs arising in connection herewith.

3.3 The packaging must be suited for the purpose of ruling out damage during transport and loading, if appropriately handled.

3.4 The packaging and loading aids used are to be furnished with the material number, the short material text and order number as well as the order position of the material contained therein. A delivery note is to be enclosed with each delivery, which is attached to each loading aid. This shall be required to contain the following details at least: delivery note number, delivery note date, order number and position, material number, quantity supplied.

3.5 The supplier shall be obliged to inform us in all cases in which certificates of origin are required or export restrictions apply to its deliveries inasmuch as it must be aware thereof or is able reasonably to procure such knowledge. This information must be clearly indicated on the order confirmations, delivery notes and on the invoices. Any necessary certificates of origin are to be sent to us unasked and separate from the delivery itself.

3.6 We shall not incur any costs for the disposal of transport packaging. The supplier undertakes to collect the packaging necessary for the transport at its own costs and risk from the delivery address or place of receipt without delay and to dispose of the same in a due and proper manner.

4. Delivery, Default, Force Majeure
4.1 Deliveries shall take place at the agreed dates. All delivery dates and volumes are binding, and adherence to the dates is a cardinal contractual obligation. Delivery periods shall be calculated as from the order date. Delivery dates from an order confirmation stating anything to the contrary shall only be relevant should we have agreed to them specifically in writing. The decisive criterion for adherence to the delivery date is the orderly delivery to the delivery address or place of receipt indicated by us. In the case of services the regulation contained in the order shall apply.

4.2 The deliveries shall follow, inasmuch as nothing to the contrary has been agreed in writing DAP Ramp CIG (Zur Westpier 10, D-28755 Bremen) or to the place of receipt indicated (Incoterms 2010), including all ancillary costs, e.g. packaging, freight and customs dues. Even if dispatch has been agreed, the risk shall only be transferred to us when the goods have been handed over to us at the agreed destination.

4.3 Should Delivery Free to Place of Receipt in accordance with Section 4.2 not have been agreed, the supplier shall be required to make the goods, available for collection and to announce their readiness for collection in good time to the agreed forwarding agent, thereby taking the standard amounts of time necessary for loading and dispatching into account. The availability of the goods for dispatching is to be announced to us (or, in the event of an existing routing order to the prescribed forwarding agent) in writing or electronically one working day beforehand.

4.4 The following shall apply to deliveries according to Section 4.3: we are self-insurers and thus a waiver customer.

4.5 We are not obliged to accept delivery of partial services that have not been agreed. We are entitled, to return any such partial deliveries to the supplier at the latter’s costs and risk or to prolong the period allowed for payment accordingly until receipt of the delivery in its entirety. In the event of excess quantities we shall equally be entitled to return that part of the delivery is in excess of the agreed volume.

4.6 Should the supplier realise that agreed delivery dates, for any reasons whatsoever, cannot be adhered to it shall be required to notify us hereof in writing immediately, thereby stating the anticipated duration of and grounds for the delay. Should we declare in writing our consent to the overstepping of the deadline, the time of default being incurred shall be determined in accordance with the then newly agreed deadlines. Force Majeure shall only exonerate the supplier if it adheres to the notification obligation, inasmuch as Force Majeure does not prevent it from doing so.

4.7 The supplier is obliged to compensate all direct and indirect losses that we incur due to the delayed delivery or service.

4.8 Acceptance of the delayed delivery or service does not constitute a waiving of any claims to compensation.

4.9 In the event of default on delivery, we shall be entitled, after issuing a prior written warning, to demand from the supplier from the 4th working day, subject to the proviso of a deviating contractual agreement, for each week or part week of the delay, a contractual penalty of 0.5% of the net order volumes, but restricted to a maximum of 5% of the total net order value. We reserve the right to assert any further losses, thereby taking the imposed contractual penalty into account. We are entitled to declare the proviso of the contractual penalty according to Section 341 Para.3 BGB (German Civil Code) within a period of 5 working days subsequent to acceptance of the goods and to assert the contractual penalty within a period of a further 7 working days. The performance obligation of the supplier shall not be affected by this.

4.10 Should the agreed delivery dates not be adhered to due to a circumstance for which the supplier bears the responsibility, the supplier shall be in default without any need for a warning. In the case of a fixed date transaction we shall immediately, and should such a case not be given, after the fruitless expiry of a reasonable period of grace thereby taking the contractual penalty imposed into account, be entitled, without prejudice to any further reaching statutory claims, be entitled to reject the fulfilment of the contract, to rescind the same and to demand compensation in lieu of performance.

4.11 In cases of Force Majeure the supplier is entitled to postpone the delivery or service at most for the duration of the impact of the event, inasmuch as it should have informed us in writing of the event of Force Majeure within 24 hours of the commencement thereof. Otherwise we shall be entitled to assert our default rights. Should the supplier be in default, it shall not be able to appeal to Force Majeure. If, in the case of Force Majeure, the delayed service is no longer of any interest to us, we may, for the duration of the persistence of the event, withdraw from the contract without any harm.

5. Obstacles to Acceptance, Default on Acceptance
5.1 We may, in cases of Force Majeure and lockouts or other disruptions to business operations, unrest and official decrees, refuse acceptance, inasmuch as we do not bear the responsibility for the aforementioned obstacles to acceptance. We are entitled to rescind the contract should said obstacles to acceptance persist for longer than one month. In this case the supplier shall be obliged to refund any payments already received. We shall, in such cases, be entitled to the option of retaining any partial deliveries.

5.2 In the event of default on acceptance on our part, the supplier shall merely be entitled to demand compensation for expenditure on an unsuccessful offer as well as for verifiable warehousing and maintenance costs for ordered goods. The amount of this compensation shall be restricted to 0.5 % of the net value of the goods for each full week of our default inasmuch as we should not have brought about said default ourselves either through gross negligence or wilful intent.

6. Prices, Payment Terms, Invoice Information
6.1 The prices agreed in the order are maximum prices not including the statutory valid rate of VAT, but including all ancillary costs, such as packaging, freight and customs dues up to the dispatch address DAP CIG indicated by us or to the place of receipt indicated in the contract (Incoterms 2010). Inasmuch as a deviating written arrangement should have been reached, this is regulated in the respective individual agreement.

6.2 The prices shall apply bindingly for the entire duration of the contract or the contractual volume. It is the day of the conclusion of the contract that shall be decisive for the validity of the price, not the day of delivery. Statutorily prescribed taxes, in particular VAT, are to be declared separately on the invoice.

6.3 Invoices are – thereby providing the details indicated in Section 3.4 – to be sent, separately from the goods themselves, in duplicate to that company which has been named on the order as the contractual partner.

6.4 Subject to any deviating agreements, payments shall, at our option, take place within a period of 14 working days, thereby deducting a 3% discount for early payment or within 30 days net. Payments are effected subject to the reservation of invoice verification and shall not be deemed recognition of a faultless delivery or service.

6.5 The payment period shall commence after full and faultless delivery of the goods or after receipt of a due and proper invoice that complies with the requirements of Section 14 VAT Act; the decisive date shall be the later of the two. Should the goods be received at the place of receipt after the invoice, the receipt of the faultless goods shall be decisive for the commencement of the payment period. In the event of premature delivery, the agreed delivery date shall be deemed the commencement of the payment period. Payments have been effected punctually if they have left our account by the end of that calendar week in which they mature according to the deadlines indicated in Section 6.4.

6.6 Our order number, the article-no., delivery quantity, delivery address and, if applicable, supplier’s number are to be indicated on all order confirmations, delivery papers and invoices. Should one or more of these details be missing, and should this result in a delay in processing by us in the context of our usual business operations, the payment periods named in Section 6.4 shall be extended by the period of the delay.

6.7 In the event of default on payment, we shall only owe default interest in accordance with Section 247 BGB.

7. Incoming Inspection, Quality Assurance, Documentation
7.1 For the piece numbers, measurements, weights and quality of a delivery it is the values determined by us at the time of the incoming inspection that are decisive. Acceptance shall take place subject to an examination for correctness and suitability and, in addition, for compliance with prescribed quality guidelines. Our personnel and third parties commissioned by us are entitled to review the quality of the material and/or production process during the normal business hours of the supplier.

7.2 The payment of the purchasing price does not constitute recognition of a faultless delivery in accordance with the regulations.

7.3 The supplier shall be obliged to adhere to state-of-the-art technology, safety regulations and the technical specifications demanded for the delivery and to subject the quality of its products to regular checks.

7.4 The supplier guarantees the required quality of the work by way of an adequate Quality Management System, e.g. in accordance with ISO 9001, as well as appropriate technical prerequisites and professional permits, e.g. to do welding work according to EN ISO 9606, EN ISO 15607. Should these not be available, the supplier shall be obliged to inform us hereof. The possibility exists of carrying of the work, in detailed coordination, under the supervision of our quality assurance department.

7.5 The inspection documents are to be kept for a period of 10 years and to be handed over to us at any time upon demand. Any pre-suppliers of the supplier are to be subjected to the same obligations of the same scope within the context of the statutory possibilities.

8. Protection of Ownership
8.1 The supplier recognises our proprietary rights to all documents, samples, models, films, drawings and tools provided to us by it as well as to any items of work surrendered for processing, etc. The Supplier is obliged to use these items exclusively for the manufacturing of the goods ordered from us. The supplier is also under an obligation to insure at its own costs the items belonging to us at their replacement values against damage by fire, water and theft. The supplier also at the same time assigns to us all compensation claims from said insurance to us; we hereby accept the assignment. The supplier undertakes to carry out any necessary maintenance and inspection work on our tools and also all servicing and all repairs in good time and at its own costs. It shall be required to notify all disruptions to us without delay.

8.2 Irrespective of the intended usage thereof, the supplier acknowledges our exclusive copyright to the drawings, drafts, models, films, lithographs, printing plates, copy templates, clichés, matrices, etc. Should the supplier, on the basis of its own processing work performed on our behalf on the drawings, drafts models, etc., acquire a copyright of its own, it grants us at this point in time already an exclusive right of usage, unrestricted in time and free of charge, to said copyright.

8.3 The supplier shall be required to return those documents received by it in accordance with 8.1 and 8.2 at our demand in full, should they no longer be required by it in the normal course of business or should negotiations not lead to the conclusion of a contract. Any copies made by the supplier of any such items are to be destroyed in this case; the only exception to this being storage within the framework of statutory archiving duties and the storage of data for safeguarding purposes in the context of usual data backup routines.

8.4 All documents listed under Section 8.1 are to be stored by the supplier at its own costs and at its own risk for a period of at least five years and subsequently returned to us free domicile after advance notice. The destruction of any such documents shall only be permitted with our explicit written consent. In the event of loss, improper treatment or illegal destruction the supplier shall be obliged to either effect restoration free of charge or pay compensation.

8.5 New developments which the supplier pursues either in cooperation with us or at our instigation may only be used for other purposes with our written consent; any publications connected with said new developments shall also require our consent. Inasmuch as we do not exercise our right to register new developments for a patent or utility model ourselves, the supplier shall require our prior written consent before making an application of its own for the registration of such rights.

8.6 Any goods or parts supplied shall remain our property. As such, they are to be stored separately and may only be used for our orders. Should the item provided by us be processed or inseparably mixed with other objects that do not belong to us, we shall acquire co-ownership of the new item according to the relationship between the value of our item (purchasing price plus statutory VAT) to that of the other processed or mixed objects at the time of the processing/mixing. Should the processing or mixing be performed in such a way that the item of the supplier is to be regarded as the main item, the supplier shall be required to transfer co-ownership to us proportionately. The supplier shall take custody of the sole or co-owned items on our behalf.

8.7 Suppliers that undertake salary processing on our behalf shall be required to inspect any material supplied by us for its suitability and freedom from defects and, if necessary, to register a complaint within 3 working days of receipt of the goods. We do not accept any liability for any costs arising from deficiencies or for reject items as a consequence of any unreported defects or defects reported too late.

8.8 Tools, technical fixtures and models that we provide to the supplier or which are manufactured for contractual purposes and charged to us separately by the supplier shall remain or become our property. They are to be labelled as our property by the supplier, to be stored carefully, protected against damage of any kind and only to be used for contractual purposes. The costs of their maintenance shall be borne equally by the contractual partners – should nothing to the contrary have been agreed. However, inasmuch as these costs should be attributable to defects in any such objects manufactured by the supplier or to improper usage on the part of the supplier, its employees or any other vicarious agents, they are to be borne by the supplier alone. The supplier shall inform us without delay of all damage to any such items that is not merely insignificant. It is obliged, upon demand, to hand the items over to us in an orderly condition, should it no longer require them to fulfil the contracts concluded with us.

8.9 Reservations of proprietary rights on the part of the supplier shall apply only inasmuch as they refer to our payment obligation for the respective products to which the supplier reserves its proprietary rights. Extended or prolonged reservations of proprietary rights are in particular not permissible.

9. Duty to Notify Defects, Warranty
9.1 In the event of defects we are unrestrictedly entitled to the statutory claims. By way of deviation from this, however, the warranty period shall amount to 36 months. Recourse claims against the supplier based upon compensation demands according to Sections 478-479 BGB (German Civil Code) remain unaffected by this.

9.2 Evident quality and quantity deviations shall under all circumstances have been complained of in good time if they have been determined under the conditions of the orderly course of business and we have reported them to the supplier immediately after the goods have been received by us. Hidden defects shall under all circumstances have been complained of in good time if the notification thereof has been dispatched to the supplier immediately after their discovery. The duty to examine shall be restricted to those inspection methods usual at our company; we are under no obligation to consult external experts.

9.3 By accepting or approving any samples or specimens presented, we do not waive our warranty claims.

9.4 The statutory period of limitations for warranty claims shall be suspended from the time of the receipt of our written notification by the supplier until such time as the supplier rejects our claim or declares that the defect has been rectified or else refuses to continue negotiations about our claims. In cases of substitute delivery and rectification of defects, the warranty period for replaced and improved parts shall commence anew, unless it should be the case that we, due to the conduct of the supplier, be forced to assume that the latter had not considered itself to be obliged to take the measure, but had undertaken the substitute delivery or rectification of defects merely for reasons of goodwill or on similar grounds.

9.5 Should, due to an uneconomical error analysis or one that is unreasonable for us, it be necessary, in an individual case, to replace the entire series of the delivered items or of products in which we have incorporated the item of delivery, we shall also be entitled to warranty rights and compensation claims also with respect to that part of the series in question that had been free of technical defects.

10. Product Liability
10.1 The supplier shall be responsible for all claims asserted due to injuries to persons or damage to property that are attributable to a defective product supplied by it and is obliged to exempt us from any resulting liability. Should we be obliged to implement a recall action towards third parties due to a defective product delivered by the supplier, the supplier shall bear all costs in connection with the recall action.

10.2 The supplier shall be obliged, at its own costs, to take out a product liability insurance policy with a coverage amount of at least EUR 5,000,000.00 per case of loss which, unless anything to the contrary is agreed in an individual case, shall be required to cover the risk of a product recall. The supplier shall send to us upon demand at any time a copy of the liability insurance policy and proof of payment of the current insurance premium.

11. Protected Rights
11.1 In accordance with the criterion of Section 11.2, the supplier guarantees that no products delivered by it violate the protected rights of any third parties in countries of the European Union or any other countries in which it manufactures products or causes them to be manufactured.

11.2 The Supplier is obliged to indemnify us against all claims that third parties might assert against us due to the violation of protected commercial rights referred to in Section 11.1, and to refund to us all expenditure incurred in connection with any such availment, e.g. lawyer’s fees. This entitlement shall not be given inasmuch as the supplier proves that it is neither responsible for the violation of protected rights nor should have known about it by exercising due commercial diligence at the time of delivery.

11.3 Our further-reaching statutory claims on the bases of legal defects to the products delivered to us shall remain unaffected.

12. Replacement Parts
In order to guarantee a supply of spare parts the supplier undertakes to guarantee the supply of the materials and components necessary for this purpose until a period of 15 years has expired since the termination of series production and/or termination of the business relationship (= postcontractual period of grace). Should the supplier recognise during this period that this will no longer be possible, it shall be required to inform us of the end of the supply possibility without delay and to undertake all measures to open up the possibility of procurement from third parties, in particular also by imparting the necessary production know-how.

13. Supplementary Provisions for Work Contracts and Construction and Engineering Services
13.1 The agreed prices are fixed lump sum prices on the basis of a comprehensive determination, undertaken by the supplier prior to the conclusion of the contract of the amount of time it would requires and of other measures.

13.2 An entitlement on the part of the supplier to acceptance presupposes the performance of the service in full. We are not obliged to accept partial deliveries inasmuch as these have not been agreed explicitly in writing. The parties shall draw up a protocol, to be signed by them, concerning the formal acceptance procedure. We may refuse acceptance of partial deliveries, inasmuch as it is not a matter of negligible defects. Even if we should, in an individual case, consent to partial acceptance, this shall not replace final acceptance.

14. Confidentiality
14.1 The supplier undertakes to treat all non-overt commercial and technical details of which it gains knowledge during the business relationship as confidential and not to make them available to any third parties. Employees and sub-suppliers are to be subject to a corresponding obligation.

14.2 This confidentiality obligation shall continue to apply after the completion of the contract; it shall only lapse when and inasmuch as the manufacturing expertise contained in the illustrations, drawings, calculations and other documents supplied has become public knowledge.

14.3 Procedural descriptions, drawings, samples, models and other details that are provided by us to the supplier for the purpose of implementing the order or the procedures developed by the supplier according to our particular specifications, as well as any drawings, samples, models, etc. created may not be used by the supplier without our written consent for any purposes other than the implementation of our order. Upon demand, but at the very latest upon termination of the contract, these are to be returned to us together with all transcripts or reproductions without delay and under exclusion of any right of retention.

14.4 Should the supplier culpably violate the obligation to secrecy according to this Section 14, it shall pay us for each and every case of infringement a contractual penalty, the amount of which we shall define at our own reasonable discretion and which, at the application of the supplier, may be reviewed for its appropriateness by the responsible court of law. The defence of continuous infringement is excluded for the determination of the number of infringements. In the case of an ongoing infringement, the penalty shall be due for each month of the said violation. We shall reserve the right of asserting further- reaching losses, thereby offsetting these against the contractual penalty.

15. Offsetting, Assignment
15.1 The supplier shall only be entitled to assert a right of retention with regard to claims of its own that are undisputed or have been legally established.

15.2 The supplier shall not be entitled to assert claims from the contractual relationship to any third parties. This shall not apply, inasmuch as it is a matter of money demands.

16. Data Protection
The supplier is under an obligation to pay heed to the provisions of the Federal Data Protection Act and of the EU-General Data Protection Regulation.

16.1 Inasmuch as the supplier, when performing its services, should collect, process or use personal data from us (“Order data processing”), it shall, at our request, additionally conclude an agreement upon data protection and data security in order data processing relationships in accordance with Art. 28 Para. 3 of the General Data Protection Regulation (GDPR).

16.2 The supplier undertakes to collect, process, use or publish personal data exclusively for the purpose of contractual fulfilment.

16.3 Inasmuch as the supplier should transmit said data to countries other than a member state of the European Union or a state that is a signatory to the treaty on the European Economic Area, it shall conclude with CIG the necessary agreements for the upholding of an appropriate level of data protection at CIG. Inasmuch as the supplier should use sub-contractors for this purpose it shall, at the demand of CIG, ensure that the latter also conclude appropriate agreements with CIG.

16.4 The supplier shall ensure that the persons deployed by it for the rendering of its services have been trained in matters of data protection law and have been subjected to an obligation to observe to data secrecy both during their activities as well as after the termination thereof.

16.5 The information required is to be provided and proven to the data protection officer of CIG upon demand.

16.6 Furthermore we refer to our data protection declaration to be found under: Data protection declaration

17. Place of Fulfilment, Court of Jurisdiction, Applicable Law
17.1 For both parties, the place of fulfilment is Bremen.

17.2 The courts responsible for the decisions pertaining to any legal disputes arising from or in connection with this agreement and the validity thereof are the courts located where CIG has its main office, inasmuch as the supplier should have its main office in a member state of the European Union or of EFTA. We reserve the right, however, reserve the right to also file a suit against the supplier at any court of jurisdiction responsible for it. In all other cases not included in Sentence 1, a final decision shall be taken by a court of arbitration with an arbiter in accordance with the rules of arbitration of the International Chamber of Commerce. The place for the arbitration proceedings is Bremen / Germany. The language on which the proceedings shall be conducted is German.

17.3 The contracts concluded between us and the supplier are subject to the law of the Federal Republic of Germany under exclusion of the UN Convention on the International Sale of Goods (CISG).

17.4 Should any individual provisions of these purchasing terms and conditions be invalid, this shall not affect the validity of the remaining provisions. The parties undertake to agree in the stead of the ineffective provision one that comes closest to that which had been wanted from an economic point of view.

General Terms and Conditions of Delivery International (GTC Delivery International) of CIG Piping Technology GmbH

I. General Comments:

1. All supplies and services of CIG Piping Technology GmbH (CIG) are based upon these terms and conditions and upon any separate contractual agreements inasmuch as the ordering party should be a business enterprise, a legal entity under public law or a special fund under public law within the meaning of Section 310 Para. 1 BGB (German Civil Code) with its headquarters outside Germany. Any deviating purchasing terms and conditions of the ordering party shall not become part of the contractual contract even if an order is accepted. A contract shall come into being – for want of a separate agreement – by way of a written order confirmation by CIG.

2. CIG reserves for itself proprietary rights and copyrights to patterns, cost estimates, drawings and similar information of both a material and immaterial nature – also in electronic form –; these may not be made accessible to third parties. The supplier undertakes to only make information and documents designated by the ordering party as confidential available to third parties if it has the latter’s permission to do so.

3. Details provided by CIG regarding the object of the delivery or performance (such as weights, measurements, utility values, resilience, tolerances and technical data) and representations of the same (e.g. drawings, illustrations, samples, models, films, etc.) are only approximations customary for the branch inasmuch as the usability for the contractually intended purpose does not presuppose an exact accordance. They are not guaranteed properties but descriptions or designations of the delivery or service. Deviations customary for the branch and such deviations that are effected on the basis of statutory provisions or which represent technical improvements as well as the replacement of components by equivalent parts are permissible inasmuch as they do not impair the usability for the contractually intended purpose. In the case of standardised goods the tolerances permitted on the norm sheets shall apply.

II. Prices and Payment

1. For want of any separate agreement, the terms FCA Werk CIG Bremen including loading in the plant shall apply, but excluding packaging and unloading. VAT at the statutory rate applicable at the given time shall be added to the prices.

2. For want of any separate agreement, payment is to be made without any deductions to the account of CIG, and that as follows: 1/3 down payment after receipt of the order confirmation, 1/3 as soon as the ordering party has been informed that the main components are ready for dispatch and the remainder within a period of one month subsequent to the transfer of risk. Should the ordering party not pay on the due date, interest is to be charged on the outstanding amounts from the day of maturity at a rate of 5 % p. a.; the right to assert higher interest rates and further losses in the event of default remains unaffected.

3. The ordering party shall have a right to withhold payments only inasmuch as its own counterclaims are undisputed or have been established in a court of law.

4. The right of the ordering party to offset against counterclaims from other legal relationships is only given inasmuch as they are undisputed or have been established in a court of law.

5. CIG shall be entitled to perform outstanding deliveries only in return for cash in advance or provision of collateral should, subsequent to the conclusion of the contract, circumstances become known to it that are liable to considerably reduce the creditworthiness of the ordering party and as a result of which the payment of CIG’s outstanding claims by the client from the respective contractual relationship (including other individual contracts for which the same framework contract applies) would be threatened.

III. Delivery Period, Default on Delivery

1. The delivery period is derived from the agreements between the contractual parties. Adherence thereto on the part of the supplier presupposes that all commercial and technical questions have been clarified between the contractual parties and the ordering party has complied with all of its obligations, such as the obtaining of the necessary official attestations or approvals or the making of a down payment. Should this not be the case, the delivery period shall be prolonged accordingly. This shall not apply inasmuch as CIG should bear the responsibility for the delay.

2. Adherence to the delivery period is subject to the proviso of being supplied correctly and in good time by one’s own suppliers. Any foreseeable delays shall be reported by CIG as soon as possible.

3. The delivery period has been adhered to if, by the time of its expiry, the object of delivery has left the premises of the supplier or its readiness for dispatch has been announced. Inasmuch as a final acceptance is to take place, it is the date of acceptance – except in cases of justified refusal of acceptance – that shall be decisive, alternatively notification of readiness for acceptance.

4. Should the dispatch or acceptance of the item of delivery be delayed for reasons for which the ordering party bears the responsibility, the charges resulting from the delay shall be charged to it, beginning one month after notification of availability for acceptance.

5. If the failure to adhere to the delivery is to be attributed to Force Majeure or other events (e.g. disruptions to operations of all kinds, difficulties with the procurement of materials or energy, transport delays, strikes, legal lockouts, shortages of labour, energy or raw materials, difficulties in obtaining necessary legal permits, official measures or outstanding, incorrect or unpunctual deliveries from suppliers), that do not lie within the sphere of influence of CIG, the delivery period shall be prolonged accordingly. CIG shall inform as to the commencement and ending of such circumstances as soon as possible.

6. The ordering party may rescind the contract without setting a deadline, should it finally become impossible for CIG to perform its entire service prior to the transfer of risk. The ordering party may furthermore also rescind the contract should, in the context of an order, the implementation of a part of the delivery should become impossible and it should have a legitimate interest in rejecting the partial delivery. Should this not be the case, the ordering party shall be obliged to pay that part of the contractual price accounted for by the partial delivery. The same shall also apply in the case of inability on the part of CIG. Otherwise, Section Vll.2. shall apply. Should the impossibility or inability come into being during default on acceptance or should the ordering party be solely or overwhelmingly responsible for these circumstances, it shall continue to be obliged to render its counter service.

7. Should the supplier default and the ordering party suffer losses as a result, the latter shall be entitled to demand a lumpsum compensation for default. This shall amount, for each full week of the delay, to 0.5 %, but restricted in total to 5 %, of the value of that part of the entire delivery which, as a consequence of the delay cannot be used in good time or not be used in conformity with the contract. Should the ordering party – taking the statutory exceptional cases into consideration – set the supplier, after maturity, a suitable period of grace within which to effect performance and should this deadline not be adhered to, the ordering party, within the framework of the statutory regulations, shall be entitled to rescission. It undertakes to declare, if called upon to do so by the supplier, to declare within a reasonable period of time, whether it intends to exercise its right of rescission. Any further claims resulting from default on delivery shall be determined exclusively according to Section Vll.2 of these Terms and Conditions.

IV. Transfer of Risk, Acceptance, Place of Fulfilment

1. The risk shall be transferred to the ordering party once the object of delivery has left the plant, also in cases in which partial deliveries are effected or the supplier has assumed other duties, e.g. dispatch costs or delivery and installation. Inasmuch as final acceptance is required, this shall be decisive for the transfer of risk. It must be implemented without delay as of the acceptance date, alternatively after the announcement of availability for acceptance on the part of CIG. The ordering party may not refuse acceptance due to a defect that is merely insignificant.

2. Should dispatch or acceptance be delayed or not take place at all as a consequence of circumstances which cannot be attributed to the supplier, the risk shall be transferred to the ordering party from the day of notification of availability for dispatch or acceptance. The supplier undertakes to conclude at the costs of the ordering party those insurance policies demanded by the latter.

3. Partial deliveries are permissible, inasmuch as they are reasonable for the ordering party.

4. The place of fulfilment for all obligations deriving from the contractual relationship is the head office of CIG, inasmuch as nothing to the contrary has been determined. Should CIG also owe installation, the place of fulfilment for this shall be the place at which the installation is to be effected.

V. Reservation of Proprietary Rights

1. The reservation of proprietary rights agreed in the following serves the purpose of safeguarding all respectively existing current and future claims held by CIG against the ordering party deriving from the supply relationship existing between the contractual partners pertaining to the items of delivery (including balance demands from a current account relationship restricted to this supply relationship).

2. The goods supplied by CIG to the ordering party shall remain the property of CIG until such time as all secured claims have been settled in full. These goods and the goods covered by the reservation of proprietary rights replacing them according to the following provisions are hereinafter referred to as “Reserved Goods”.

3. The ordering party shall store the Reserved Goods free of charge for CIG.

4. The ordering party shall be entitled to process and sell the Reserved Goods in the normal course of its business operations until the instigation of recovery measures. Mortgaging and assignment as collateral are not permitted.

5. Should the Reserved Goods be processed by the ordering party, it is agreed that said processing shall take place on behalf and for the account of CIG as the manufacturer and that CIG directly acquires ownership or – should the processing be effected with materials belonging to several owners or the value of the processed item be higher than that of the Reserved Goods – co-ownership (Fractional Ownership) of the newly created item in the ratio of the value of the Reserved Goods to that of the newly created item. In the event that no such acquisition of ownership should come to pass at CIG, the ordering party transfers at this point in time its future ownership or – in the aforementioned relationship – coownership of the newly created items as collateral to CIG. Should the Reserved Goods be combined or inseparably mixed with other items to form a uniform item and is one of the other items to be regarded as the main item, CIG, inasmuch as it should be the owner of the main item, shall grant the ordering party proportionate co-ownership to the uniform item in the ratio referred to in Sentence 1.

6. In the case of the further sale of the Reserved Goods the ordering party at this point in time already assigns its claims resulting here from against the acquirer – in the event of co-ownership of the Reserved Goods by CIG, in accordance with the proportionate share of co-ownership, to CIG by way of collateral. The same shall apply to any other claims that replace the Reserved Goods or arise in any other way with respect to the Reserved Goods, such as insurance claims or claims arising from illegal handling in the case of loss or destruction. CIG, subject to revocation, empowers the ordering party to collect the claims assigned to CIG in its own name. CIG may only revoke this collection authorisation in case of recovery being instigated.

7. Should third parties access the Reserved Goods, in particular by way of seizure, the ordering party shall draw its attention without delay to the ownership on the part of CIG and inform CIG hereof accordingly, in order to afford it the possibility of being able to assert its proprietary rights. Inasmuch as the third party should not be in a position to refund to CIG the court and out-of-court costs incurred in this connection, the ordering party shall be liable to CIG.

8. CIG shall release the Reserved Goods and any items or claims replacing them inasmuch as the value thereof exceeds the amount of the secured claims by more than 50 %. The choice of the items to be released in this connection shall lie with CIG.

9. Should CIG rescind the contract in the event of conduct in breach thereof on the part of the ordering party – in particular in the event of payment defiant (Recovery Proceedings), it shall be entitled to demand the return of the Reserved Goods.

10. CIG is entitled to insure the item of delivery, at the costs of the ordering party, against theft, breakage, fire, water and other kinds of damage, inasmuch as the ordering party should not verifiably have concluded such insurance itself.

11. Inasmuch as, according to the national laws where the purchaser has its business domicile, effective protection of the property of CIG with regard to the Reserved Goods should demand further registrations (e.g. the proprietary right of the business, etc.), the purchaser shall be obliged to create the legal prerequisites, to inform CIG and thereafter to undertake the registration on behalf of CIG.

VI. Claims based upon Defects

The supplier shall be liable for material and legal defects to the delivery under exclusion of any further claims – subject to Section VII – as follows:

Material Defects
1. All those parts are, at the option of CIG, to be reworked or replaced by ones that are free from defects that reveal themselves to have been defective as a consequence of a circumstance already existing prior to the transfer of risk. The determination of such defects is to be reported to the ordering party in writing without delay. Any replaced parts shall become the property of the ordering party.

2. The ordering party, after having come to a relevant understanding with CIG, shall be required to grant CIG the time it needs to undertake all rectifications and substitute deliveries that appear to it to be necessary; otherwise, CIG is to be exempted from liability for the resulting consequences. Only in urgent cases of a threat to operational safety or to avert disproportionately high losses, whereby CIG is to be informed without delay, shall the ordering party have the right to rectify the defect itself or cause it to be rectified by third parties and to claim from CIG the refunding of the necessary expenditure.

3. CIG shall bear – inasmuch as the complaint should turn out to be justified – the expenditure necessary for the purpose of post-fulfilment, provided this does not place any disproportionate burden upon CIG. In the event of the sale of a newly manufactured item, CIG shall furthermore refund within the scope of its statutory obligations those expenses already paid by the ordering party in the context of recourse claims along the supply chain.

4. The ordering party, within the framework of the statutory regulations, shall possess a right to rescind the contract if CIG – taking the statutory exceptions into account – should allow a reasonable period of grace set for post-fulfilment or subsequent delivery due to a defect pass without fruition. Should the defect in question be merely negligible, the ordering party shall only have a right to reduce the contractual price. Otherwise, the right to reduce the contractual price remains excluded.

5. Any further claims shall be determined exclusively according to Section VII. 2 of these terms and conditions.

6. No liability shall be assumed in particular in the following cases: unsuitable or improper use, incorrect assembly or commissioning on the part of the ordering party or of any third parties, natural wear and tear, incorrect or negligent treatment, improper maintenance, unsuitable operational materials, faulty construction work, unsuitable building land, chemical, electro-chemical or electrical influences – inasmuch as CIG does not bear the responsibility for them.

7. Should the ordering party or any third party perform unprofessional reworking, CIG shall not bear any liability for the resulting consequences. The same shall apply to any modifications to the item of delivery without the prior consent of CIG.

Legal Defects
8. Should the use of the item of delivery result in the violation of commercially protected copyrights in this country, CIG, at its own costs, shall, as a general principle, procure for the ordering party the right to further use the item of delivery or modify the same in a manner reasonable for the ordering party, so that that protected rights are no longer violated. Should this not be possible on commercially appropriate terms or within a reasonable period of time, the ordering party shall be entitled to rescind the contract. Under the aforementioned preconditions, CIG shall have a right to rescind the contract. In addition, CIG shall exempt the ordering party from undisputed or legally established claims held by the affected holders of the repetitive protected rights.

9. The obligations of the supplier referred to in Section VI. 8 are concluding subject to the provisos of Section Vll.2 for cases of the violation of protected rights or copyrights. They shall only be given if

• the ordering party informs CIG without delay of any asserted violations of protected rights or copyrights,
• the ordering party supports CIG to an appropriate extent in its defence against the asserted claims or enables the supplier to implement the modification measures in accordance with Section VI. 8,
• CIG’s right to take defensive measures including out-of-court regulations remains reserved,
• the legal defect is not to be attributed to an instruction issued by the ordering party and
• the legal violation had not been caused by the ordering party having modified the item of delivery without authorisation or having used it in a manner not conforming to the contract.

VII. Liability of CIG, Exclusion of Liability

1. Should it not be possible, as a result of proposals or advice which CIG had culpably failed to provide or had given incorrectly, whether prior to the contractual conclusion or thereafter, or as a result of the culpable violation of other ancillary contractual obligations – in particular instructions for the operating and maintenance of the item of delivery – for the ordering party to use the item of delivery in manner conforming to the contract, the regulations of Sections VI und Vll.2 shall apply under exclusion of any further claims on the part of the ordering party.

2. For damages that are not incurred to the object of delivery itself, CIG shall be liable – irrespective of the legal grounds of the claim – only

a. for intent,
b. for gross negligence on the part of its owner/institutions or leading executives,
c. for the culpable violation of life, limb or health,
d. for defects that it has fraudulently concealed.
e. in the context of a warranty promise issued,
f. in cases of defects to the item of delivery, inasmuch as, in accordance with the Product Liability Act, there should be liability for injuries to persons or material damage to privately used items.

3. CIG is not liable in cases of simple negligence on the part of its institutions, legal representatives, employees or other vicarious agents, inasmuch as it is not a mater of the violation of cardinal contractual duties. Cardinal contractual duties are the obligation to punctual delivery and, if necessary, installation of the item of delivery, its freedom from any defects that could impair its functional capability or suitability for use to a more than negligible extent, as well as consulting, protective and care obligations intended to put the ordering party in the position of being able to use the item of delivery in a manner conforming to the contract or to protect life or limb of members of the ordering party’s staff or to serve the protection of the latter’s property against considerable damage.

4. Inasmuch as CIG, in accordance with Section. VII.3, is liable for compensation, its liability is restricted to those cases which CIG, at the time of conclusion of the contract, had foreseen as a consequence of its contractual violation or which CIG must have been able to foresee had it applied the usual degree of care. Indirect and consequential damages that result from defects to the item of delivery are furthermore only eligible for compensation inasmuch as such damage is to be typically expected when the item of delivery is used in accordance with its intended purpose.

VIII. Statute of Limitations

All claims of the ordering party – irrespective of their legal grounds – shall fall under the statute of limitations after a period of 12 months; this also applies to the statute of limitations for recourse claims along the supply chain in accordance with Section 445b Para. 1 BGB (German Civil Code), inasmuch as the final contract in this chain is not a purchase of consumer goods. The suspension of the period deriving from Section 445b Para. 2 BGB remains unaffected. For statutory claims according to Section VII. 2 a-d and f the statutory periods shall apply. They shall also apply to defects in a construction work of for items of delivery which, in accordance with their standard usage, had been used in a construction and their defects had caused the deficiency thereof.

IX. Use of Software

Inasmuch as software is included in the scope of delivery, the ordering party shall be granted a non-exclusive right to use the software supplied including its documentation. It shall be provided for use on the item of delivery provided for that purpose. Usage of the software on more than one system is not allowed. The ordering party may copy, revise or translate the software or transform it from the object code to the source code only within the statutory scope allowed (Sections 69 a ff. UrhG (Copyright Act). The ordering parity undertakes not to remove any manufacturer’s information – in particular copyright notices – or to modify them without the prior explicit written consent of CIG. All other rights to the software and the documentation including copies shall remain with CIG or the software supplier. The awarding of sub-licences is not allowed.

X. Data Protection

1. The ordering party is under an obligation to pay heed to the EU General Data Protection Regulation (GDPR) and the Federal Data Protection Act (BDSG).

2. In addition, we refer to our data protection declaration under: Data Protection Declaration.

XI. Applicable Law, Court of Jurisdiction

1. The authoritative laws of the Federal Republic that are decisive for the relationships between domestic parties among themselves shall apply exclusively to all legal relationships between CIG and the ordering party, thereby excluding the UN Convention on the Sale of International Goods.

2 The courts responsible for the decisions pertaining to any legal disputes arising from or in connection with this agreement and the validity thereof are the courts located where CIG has its main office, inasmuch as the supplier should have its main office in a member state of the European Union or of EFTA. CIG reserves the right, however, to also file a suit against the supplier at any court of jurisdiction responsible for it. In all other cases not included in Sentence 1, a court of arbitration with an arbiter shall take the final decision in accordance with the rules of arbitration of the International Chamber. The place for the arbitration proceedings is Bremen / Germany. The language on which the proceedings shall be conducted is German.