§ 1 Scope of application

1. our following terms and conditions shall apply to all contracts concluded between us as the customer and the supplier for the delivery of goods, contracts for work and materials and contracts for work and materials as well as the provision of services. The acceptance of the delivered products shall be replaced by acceptance in the case of work and services and by receipt of the service in the case of services.
2 Our Terms and Conditions of Purchase shall also apply to all future business relations, even if they are not expressly agreed again. Deviating conditions of the supplier which are not expressly recognized by us are not binding for us, even if we do not expressly object to them. The terms and conditions shall also apply if we accept the supplier’s delivery without reservation in the knowledge of conflicting or deviating terms and conditions.
3. all agreements made between us and the supplier in connection with the supply contracts are set out in writing in the supply contracts, these terms and conditions and our offers.

§ 2 Order placement and technical documents

1. orders must be placed in writing. The order must be confirmed to us in writing within 5 working days, otherwise we are entitled to withdraw from the order in writing.
2. if drawings and CAD data are provided, the data on the drawing shall always apply in case of doubt.
3. all parts and documents received from us shall remain our property. The supplier may only utilize them and/or pass them on to third parties or make them accessible to third parties outside this contract with our written consent. After fulfillment of the respective contract, the supplier must return these to us immediately at his own expense upon first request.

§ 3 Delivery dates, transfer of risk and framework agreements

1. the delivery or execution date stated in the order is binding. A deviating delivery date is only permissible with the consent of RB SOLUTIONS GmbH & Co. KG.
2. we are not obliged to accept partial deliveries and/or advance deliveries or advance executions.
3. the supplier is obliged to inform us immediately in writing, stating the reasons and the expected delay, if circumstances arise or become apparent to him which indicate that the agreed delivery or execution date cannot be met.
4. in the event of a delay in delivery, we are entitled to demand a contractual penalty of 1% of the delivery value per completed week, but not more than 5% of the total delivery value. We are entitled to claim a contractual penalty in addition to fulfillment. We reserve the right to assert claims for damages in addition to the contractual penalty.
5. the supplier can only invoke a missed deadline due to force majeure if this is notified in writing immediately after the occurrence of the event, stating the reason.
6. the place of performance for each order is the registered office of our company. The packaging solutions are offered separately by the supplier for each project. The transportation insurance costs must be covered by the supplier for each project up to the place of performance if no other agreements have been made in this respect. The supplier must observe our specifications for the shipment of the products, in particular the applicable transportation, packaging and delivery regulations. These can be viewed at www.rbs-germany.de.

§ 4 Fees and terms of payment

1. the price stated in the order is binding. It includes all services and ancillary services, including transportation and shipping, unless expressly agreed otherwise in writing.
2. invoices shall be issued stating the order data (contract order number).
3. unless otherwise agreed, payments shall be made by us within 14 days less 2% discount or 30 days net.
4. the supplier requires our prior written consent to assign claims and to transfer the collection of claims against us.
5. offsetting is only permitted with counterclaims not disputed by us or legally established claims.

§ 5 Liability for material defects

1. we shall only carry out an incoming goods inspection with regard to obvious defects, transport damage, completeness and identity of the goods. We shall give notice of such defects within two weeks. We shall give notice of hidden defects as soon as they are discovered in the ordinary course of business. In this respect, the supplier waives the objection of delayed notification of defects.
2. the supplier is obliged to carry out a quality control during production and to carry out an outgoing goods inspection and must accordingly check his deliveries comprehensively for quality and completeness.
3. the warranty period shall be 24 months. In the case of installation in a product manufactured by us, it begins with the commissioning of the product and ends at the latest 36 months after delivery.
4. we shall be entitled to the statutory claims for defects in full; in any case, we shall be entitled to demand subsequent performance from the supplier at our discretion by remedying the defect or delivering a new item. We expressly reserve the right to claim damages, in particular damages for non-performance. The supplier shall bear all expenses incurred by us as a result of the subsequent performance. In the case of installation in a product delivered by us, this shall also apply to the expenses which we have to bear vis-à-vis our customer within the scope of liability for material defects.
5. in order to avert an acute risk of considerable damage, we may remedy the defect ourselves, have it remedied or procure a replacement at the supplier’s expense, even without a reminder or setting a deadline for the supplier, if it is no longer possible to inform the supplier of the defect and the impending damage due to particular urgency and to give him the opportunity to remedy the defect.
6. if, within 2 years after expiry of the warranty period, serial defects occur for all delivered goods or a defined batch which affect 2/3 of the delivered goods and for which the supplier is responsible, the supplier shall bear the costs of a replacement action. Spare and wear parts are excluded from this. Liability in accordance with other statutory provisions, in particular § 1 ProdHaftG, shall remain unaffected by this.

§ 6 Liability; product liability; third party property rights, insurance cover

1. if claims are asserted against us by third parties due to product damage, the supplier is obliged to indemnify us against these claims for damages on first demand, insofar as he is legally liable for these damages in the external relationship. The supplier undertakes, at least for the duration of the limitation period, to maintain product liability insurance with an appropriate sum insured of at least € 5 million per personal injury/property damage – lump sum – for any claims arising from product liability and any claims for defects and to provide us with evidence of this at our request in accordance with a separate confirmation of insurance; further claims for damages on our part remain unaffected.
2. if claims are asserted against us by a third party because the supplier’s delivery infringes a statutory property right (e.g. patent, trademark or copyright) of the third party, the supplier undertakes to indemnify us against these claims upon first request, including all necessary expenses incurred by us in connection with the claim by the third party and its defense, unless the supplier has not acted culpably. We are not entitled to recognize the claims of the third party and/or conclude agreements with the third party regarding these claims without the written consent of the supplier. The limitation period for these indemnification claims is 36 months, calculated from the transfer of risk.

§ 7 Occupational safety/environmental protection

1. all deliveries must comply with the laws, regulations and other provisions applicable to us. The supplier is obliged to carry out the order in such a way that the environmental protection, accident prevention and occupational health and safety regulations (including trade association regulations) as well as the generally recognized safety and occupational health rules are observed.
2. the supplier undertakes, at our request, to provide us or a third party designated by us with samples of the materials/means used by him for testing free of charge. The supplier shall bear the costs of this inspection if it is found that the materials/means used by him do not comply with the terms of the contract. We reserve the right to claim damages.

§ 8 Hazardous and declarable substances

If the goods to be delivered are hazardous substances within the meaning of the GGBefG and the legal ordinances issued for this purpose (in particular GGVSEB), the statutory safety data sheets in accordance with Regulation EC 1907/2006 must generally be enclosed with the consignment. Immediately after a revision of this data, the supplier must send us the amended version without being requested to do so.

§9 Confidentiality and customer protection

1. the parties are obliged to keep secret for an unlimited period of time all information that becomes accessible to them which is designated as confidential or is recognizable as business or trade secrets according to other circumstances and, unless necessary for the supply relationship, neither to record nor to pass on or exploit it. We are entitled to demand a separate confidentiality agreement from the supplier in individual cases.
2. the parties shall ensure by means of suitable contractual agreements with the employees and agents working for them that they also refrain for an unlimited period of time from any exploitation, disclosure or unauthorized recording of such business and trade secrets.
3. the supplier may only refer to its business relationship with us in its advertising if we have given our prior written consent.
4. the supplier assures us that he will not enter into direct business contact with our customers of whom he has gained knowledge in the context of the order and that he will not establish such business relations indirectly via third parties.

§ 10 Means of production (models, samples, tools, etc.)

1. insofar as we have paid for production equipment in whole or in part, the supplier shall transfer ownership to the customer. The transfer shall be replaced by a loan relationship, which is hereby agreed and on the basis of which the supplier is entitled to possession of the production equipment until revoked by us.
2. the costs for care, maintenance and partial renewal of the production equipment shall be borne by the supplier.
3. these means of production may only be modified with our prior written consent. They must be stored separately and marked as our property on the production equipment itself and in the supplier’s business records. They may not be used for our own purposes or made accessible to third parties. The supplier shall insure the means of production at its own expense at the original price against fire, mains water, storm, hail, theft and vandalism.
4. unless otherwise agreed and unless the supplier still has to fulfill current orders, we may demand the return of the means of production at any time. The supplier has no right of retention.

§11 Spare parts supply

1. the supplier undertakes to be able to supply spare parts for at least 10 years after the end of production of a delivery item.
2. should individual components be discontinued by the supplier or one of its sub-suppliers, we must be informed immediately. We then have the right, with a lead time of 3 months, to place a final order (remaining stock).

§ 12 Integrity clause

1 The Client and the Supplier undertake to take all necessary measures to avoid corruption. In particular, the supplier shall ensure through organizational measures and instruction of its employees that it or its employees in the business relationship with us
a) do not commit any criminal acts,
b) no benefits or other advantages are offered to our employees and
c) do not incite or aid and abet third parties to commit the above acts.
2. in the event of a breach of the obligation in paragraph 1, we shall be entitled to terminate the contract without notice and may exclude the supplier from the future award of contracts.
3. the supplier undertakes to comply with the respective statutory regulations on dealing with employees, environmental protection and occupational safety and to work to reduce adverse effects on people and the environment in its activities. Furthermore, the supplier shall observe the principles of the UN Global Compact Initiative. These essentially concern the protection of international human rights, the right to collective bargaining, the abolition of forced labor and child labor, the elimination of discrimination in hiring and employment, responsibility for the environment and the prevention of corruption. Further information on the UN Global Compact Initiative is available at www.unglobalcompact.org.

§ 13 Documentation obligations

The supplier shall provide us with all documents that are part of the delivery (if relevant, operating instructions, maintenance plans, drawings, dimension and data sheets, spare parts lists, etc.) in electronic form, at least in German and English.

§ 14 Place of performance; place of jurisdiction and applicable law; partial invalidity

1. all agreements made between the parties for the purpose of executing this contract are set out in this contract. There are no verbal collateral agreements. Additions or amendments to this contract – including this written form clause – must be made in writing.
2 The place of performance for all obligations and rights arising from the contractual relationship is our registered office, unless otherwise stated in the order.
3. the place of jurisdiction for all legal disputes arising from the contractual relationship as well as its creation and validity shall be determined by our registered office; however, we shall also be entitled to sue the supplier at the court of his place of residence.
4. the law of the Federal Republic of Germany shall apply exclusively to all legal relationships between the parties. The provisions of the Vienna UN Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention) shall be excluded.
5. should individual parts of these Terms and Conditions of Purchase be legally invalid, this shall not affect the continued validity of the contract and these provisions in other respects.

As of: 07/2012