fsb.de

General Terms and Conditions of Purchase and Data Privacy Information

issued by Franz Schneider Brakel GmbH + Co KG

1. Scope of Application

1.1
These General Terms and Conditions of Purchase are applicable to all purchasing activities between Franz Schneider Brakel GmbH & Co. KG hereinafter referred to as the "Principal" on the one hand, and on the other hand its supplier - hereinafter referred to as the "Contractor".

1.2
Legal relationships between the Contractor and the Principal are governed exclusively by the following terms and conditions. Any deviations, modifications or amendments are to be made in writing. Any conditions set by the Contractor that are contradictory or supplementary to, or which deviate from these conditions shall not apply unless they have received the Principal's express, written approval. Neither the unequivocal acceptance of deliveries and services and payment for same nor the Principal’s silence shall constitute acceptance of the Contractor’s terms and conditions. The Principal shall not be bound by any additional, contradictory or adverse terms or conditions cited by the Contractor in quotes, order acceptances or acknowledgments.

1.3
As far as mutual commercial business is involved, these General Terms and Conditions of Purchase are also to be applicable to any and all future transactions between the Contractor and the Principal, even if, in an individual case, no express reference has been made to these General Terms and Conditions of Purchase.

1.4
These Terms and Conditions of Purchase apply for all procurement transactions e.g. for tools, machines, equipment, parts, raw materials, other materials, software and work or services performable (“item deliverable” or “service deliverable”).

1.5
Inasmuch as the services contractually performable constitute construction services, statutory regulations alone shall apply to the exclusion of Germany’s Construction Tendering and Contract Regulations (VOB/B).

2. Quotes / Orders

2.1
Quotes are to be drawn up at no cost to the Principal.

2.2
The Contractor is to draw specific attention to any points in the quote which differ from those in the request-for-quote documents.

2.3
Supply contracts shall not take effect until the Contractor has either provided written confirmation of the Principal’s order or begins to perform the services detailed in an order placed by the Principal.

2.4
Should the Contractor fail to confirm a purchase order within a period of 5 days of receipt and also fail to commence performing the services within this period, the Principal is entitled to cancel the purchase order without being liable to the Contractor for any damages whatsoever.

3. Scope of Performance / Modifications / Spare Parts

3.1
The scope of performance is to be gleaned from the order in question, any additionally applicable documents cited therein and these General Terms and Conditions of Purchase. Any ideas, drafts, models, samples, or other work results produced by the Contractor in providing its service shall form part of the job performed.

3.2
The Contractor shall scrutinise any specifications, work descriptions, and other information with which it has been entrusted for the execution of a supply contract, as well as any items, parts or other materials with which it has been entrusted with the same aim in mind, to determine their suitability for the purpose intended by the Principal and its final customer. Should it become evident through such scrutiny that it is necessary or advisable to make modifications or corrections to either entrusted or contractual items, the Contractor is to inform the Principal without undue delay. The Principal shall then inform the Contractor in writing whether the Contractor is to make amendments, and if so which. Should the Contractor be of the opinion that such modifications might lead to a different price than that already agreed for the contractual items, or to an inability to meet deadlines already arranged, then the Contractor is to point this out to the Principal without undue delay. Appropriate arrangements for handling any such effects, particularly with regard to additional or reduced costs and existing deadlines, are to be mutually agreed upon. If no consensus has been reached within a reasonable period of time, the Principal shall decide as it sees fit.

3.3
The Contractor shall ensure that it has timely knowledge of any information and circumstances necessary for the fulfilment of its contractual obligations, and also of the use to which the Principal intends to put the deliverables. Missing documents may be used as grounds of appeal by the Contractor only if the Contractor has made a timely written request for said documents and does not receive these within a reasonable period. The Contractor is responsible for ensuring that its deliverables cover all the services necessary for usage that is safe and as prescribed, are suitable for their intended use, and accord with current scientific and technical standards.

3.4
When performing the service, the Contractor shall observe all relevant standards, laws and legal provisions under applicable law, in particular any relevant provisions pertaining to safety, environmental protection, hazardous substances and materials, and accident prevention, as well as generally recognised safety regulations and the specific requirements of the Principal and its final customer.

3.5
The Contractor is to inform the Principal of any permits and reporting obligations required by the authorities for the import and operation of the services deliverable. The Contractor is especially obliged to comply with the export control regulations in effect at the point in time delivery is made. Without being separately requested to do so, the Contractor must notify any export control designation of the contractual items or parts thereof in accordance with applicable law at the point in time of delivery, especially under the relevant EU and US regulations, to the Principal in writing no later than with the delivery. The relevant export control list and list position are to be designated for every contractual item - or part thereof - subject to export controls.

3.6
The Principal is entitled to request that the Contractor make modifications to the services deliverable, notably in respect of their design and execution, at any time prior to acceptance. The Contractor is obliged to make the modifications on the basis of the existing contractual terms and conditions, without undue delay. Should the Contractor be of the opinion that such modifications might lead to a different price than that already agreed for the contractual items, or to an inability to meet deadlines already arranged, then the Contractor is to point this out to the Principal without undue delay. Appropriate arrangements for handling any such effects, particularly with regard to additional or reduced costs and existing deadlines, are to be mutually agreed upon. If no consensus has been reached within a reasonable period of time, the Principal shall decide as it sees fit.

3.7
The Contractor guarantees that, for a period of 10 years following delivery of the contractual items, it shall be able to supply the Principal with additional contractual items or parts thereof as spare parts assuming no compatible or adequate part becomes available in the course of technological progress.

3.8
Should the Contractor discontinue the supply of spare parts after the deadline specified in Subsection 3.7 above, then the Principal is to be given an opportunity to make one final order.

4. Software

4.1
Where the Contractor is obliged to supply software, then the Contractor shall grant the Principal a non-exclusive, transferable licence unlimited in time and place. The licence fee shall be deemed discharged together with the agreed remuneration.

4.2
If a third party is owner of the proprietary rights to and copyright in the software, then the Contractor shall ensure that the Principal is granted a licence of the same scope as set out in Subsection 4.1.

4.3
The Principal is, moreover, entitled to replicate, process or decompress the software if this is necessary to create interoperability of the software with other programs or to remedy errors in the software.

5. Deadlines / Delay / Damage Caused by Delay

5.1
Any deadlines and delivery dates arranged shall be binding. Adherence to agreed delivery dates or deadlines is subject to the receipt at the place of delivery of a defect-free delivery or service, or successful completion of the acceptance procedure or other performance test, if previously agreed upon or legally required.

5.2
The Contractor is obliged to give the Principal immediate notification in writing of any discernible delay in its performance, of any foreseeable possible delay in its performance, or of any discernible or foreseeable problems in delivering to the quality agreed. Delays not caused by the Contractor itself may not be used as grounds of appeal unless the Contractor has fulfilled its obligation to notify the Principal.

5.3
Notification of delays by the Contractor and any related adjustment of the agreed delivery dates shall by no means exempt the Contractor from any consequences arising from such delays, unless, when extending the delivery date, the Principal issues a written statement expressly waiving all claims for consequences of delay. Hence, despite any extension of delivery dates following notification of delays by the Contractor, the Principal shall retain all rights under the supply contract arising from or associated with the Contractor’s delay.

5.4
Should the Contractor fall behind with the contractually agreed performance, the Principal is entitled to claim liquidated damages from the Contractor, without setting any further deadlines. The amount owing for every commenced week of delay is 0.1% of the total value of the order, but must not exceed 5 % of the total value of the order. The Contractor is entitled to present evidence to the effect that significantly less damage has occurred. This does not prejudice the assertion of further rights. Such liquidated damages must be offset against the damage actually caused by late performance and claimed for. The right to demand liquidated damages shall not be forfeited even in the event of late delivery being unequivocally accepted. Liquidated damages can be claimed by the Principal until the contractual items have been paid for in full.

6. Force Majeure

6.1
In the event of acts of God, in particular labour disputes, civil unrest, official measures and other unforeseeable, unavoidable and serious events, the parties to the contract are to be temporarily relieved of their obligations for the duration of the disturbance. The parties are obliged to supply the necessary information without undue delay, insofar as reasonably possible, and to adapt their obligations to the altered circumstances fairly.

6.2
Should acts of God cause obligations to be suspended for a period exceeding two weeks, the Principal shall be entitled to terminate the contractual relationship with immediate effect. In this case, the Contractor shall be entitled to request reimbursement of any expenditure it can prove its having incurred up to the suspension of contractual obligations, being at that time confident of the validity of the contractual relationship.

7. Prices/Terms of Delivery and Payment/Transfer of Debts/Offsetting/Withholding Right

7.1
The prices agreed are flat-rate fixed prices. Should hourly rates be quoted, this is done solely for the sake of cost transparency. Anything else shall only apply if it is explicitly agreed in writing that billing shall be exclusively performed by unit on the basis of negotiated hourly rates.

7.2
Prices shall include all expenses incurred by the Contractor, e.g. cost of materials, use of equipment, travel expenses, transport, insurance, packaging free domicile, customs duties, taxes, etc.

7.3
If a payment schedule has been agreed upon, payments are to be made upon receipt of the respective interim invoice in compliance with the dates and instalments stipulated in the payment schedule. Prior to official acceptance of the entire work by the Principal or end customer, any and all payments shall be effected as payments on account, without acknowledging the work rendered up to that point as performance completed. In any event, the final instalment shall not be charged for until delivery has been made in full, and any official acceptance of the overall performance required by either the contract or law has been forthcoming. The Principal is entitled to withhold payment of the final instalment or a maximum of 10% of the total order value until the warranty period has expired. The Contractor is entitled to replace any such amount retained by means of a directly enforceable bankguarantee (on first demand, waiving the defence of preliminary injunction).

7.4
Invoices are to be issued to the Principal in triplicate citing the order number, purchase codes and numbers of each item. Further, the invoice must include all the details needed to authorise the deduction of input tax, in particular tax number or VAT ID number, and other invoice details stipulated in the relevant legal provisions. Should the invoice fail to include the above-mentioned data, then the Principal is not obliged to pay the VAT shown. Should the Principal be unable to deduct input tax due to an invoice not having been issued in the correct form, then any VAT paid by the Principal is to be refunded by the Contractor.

7.5
Terms of payment are to be either within 14 working days less 3% discount, or within 30 calendar days net, using the means of payment of the Principal's choice. Periods allowed for payment begin with the latest of the following: (a.) delivery or acceptance of the work, (b.) receipt of invoice, or (c.) the delivery period as stated in the purchase order.

7.6
Deliveries are to be effected on the terms "Delivery Duty Paid" ("DDP") (as per Incoterms 2010), unless otherwise agreed in the individual order.

7.7
The Contractor is not entitled to assign its claims to or have them collected by third parties. Should the Contractor assign its claims vis à vis the Principal to a third party without the Principal’s consent, in contravention of the previous sentence, assignation shall nevertheless take effect. The Principal can, however, decide at its own discretion whether to effect full discharge of the obligation to either the Contractor or the third party.

7.8
The Principal’s payments shall be regarded as having been effected as soon as the Principal has issued instructions for them to be paid.

7.9
The Principal shall be entitled to offset payments; this shall also apply to any amounts owed to its affiliated company by the Contractor, and likewise to any amounts owed to the Contractor by an affiliated company.

7.10
In the event of defective deliveries, the Principal shall be entitled to withhold a proportion of the value of the payment until delivery has been properly completed.

8. Subcontracting

8.1
Subcontracting to third parties is only permitted with the Principal’s written consent. Should the Contractor violate this rule, the Principal is entitled to terminate the contract with immediate effect (termination for grave cause).

9. Acceptance/Transfer of Risks/Transfer of Title/Retention of Title

9.1
Insofar as the underlying law or contractual agreements call for acceptance of the service deliverable, the latter shall be deemed to have been accepted upon receipt of the written acceptance certificate. If, following receipt of written notification from the Contractor to the effect that a service deliverable is ready for acceptance, the Principal should fail to fulfil its duty to attend the inspection, then the service deliverable shall be considered to have been accepted at the latest eight (8) weeks after initial operation and notification of readiness for acceptance, provided that during this period no defects which would impede acceptance have been claimed for by the Principal.

9.2
Should the job performable by the Contractor form an integral part of some overall performance required of the Principal by its end customer, then acceptance of the Contractor’s performance shall, without this needing to be explicitly stated, not be deemed complete until the Principal’s end-customer has accepted the Principal’s overall performance. Under no circumstances shall payments rendered signify acceptance of the item deliverable.

9.3
Unless an alternative arrangement has been made in writing on an individual contract basis, then all risks shall be transferred either upon acceptance of the service deliverable, insofar as acceptance is required under the above clause, or when delivery of the service deliverable has been made in full.

9.1
Insofar as the service deliverable is to be produced by the Contractor itself, the Principal shall assume ownership thereof from the time it comes into existence or, failing this, upon delivery to the Principal.

9.5
Any retention of title to services deliverable by the Contractor to the Principal shall not be entertained unless the Principal has given its express written consent in a separate agreement.

10. Non-disclosure

10.1
The Contractor pledges to keep strictly secret any non-publicly known commercial and technical details that become known to it through the business relationship and to safeguard them against unauthorised inspection, loss or use. This applies in particular to acts of provision (hereinafter jointly referred to as "information"). Information must not be made accessible or entrusted to unauthorised third parties without the Principal’s written approval. This does not apply to information which (a) is or becomes generally known without any breach of this obligation, (b) is made known to the Contractor by a third party without any relevant obligation being breached, or (c) the Contractor can prove either to have possessed prior to this obligation taking effect or to have arrived at independently subsequent thereto.

10.2
The copying or reproduction of such Information is admissible only within the framework of business requirements and copyright regulations. Upon completion of the work and in compliance with the non-disclosure provision, any and all Information that has been entrusted to the Contractor is to be returned unsolicited to the Principal, or, if the Principal agrees, safely destroyed. The Contractor shall not retain or keep any copies, duplicates, etc. unless legally required to keep records. Subject to any further rights, the Principal is entitled to demand their immediate surrender, should the Contractor be in breach of duty.

10.3
Employees and subcontractors are to be bound by similar duties of non-disclosure.

10.4
Unless other terms have been agreed upon in the purchase order, this duty of non-disclosure is to remain in force for a period of five (5) years following delivery and/or performance.

10.5
The Contractor is not entitled to use these business relations for advertising purposes without the written approval of the Principal.

11. Liability for Defects

11.1
The Contractor guarantees that any services deliverable
a) accord with the contractually agreed specifications;
b) are free of design, manufacturing and material defects;
c) accord at the time of acceptance with the latest scientific and technical standards;
d) accord with all legal, official and industrial standards and requirements applicable at the time of acceptance, in particular any provisions pertaining to safety, environmental protection, buildings, hazardous substances and materials, and accident prevention, as well as any quality assurance specifications set by the Principal and its final customer;
e) are suitable for the purpose contractually agreed or evident to the Contractor.

11.2
Should services deliverable fail to satisfy the requirements mentioned above, the Principal can, at its own discretion, request the Contractor to rectify the defects at its own risk, or to replace defective items with services deliverable that are free of defects. In the event of the Contractor failing to fulfil this obligation within an appropriate period of time or refusing to remedy the defect or make replacement delivery or if special circumstances demand immediate action, then the Principal may – after informing the Contractor – itself remedy defects arising, effect fault-free replacement delivery or have the defect remedied or the service deliverable replaced by a third party to the Contractor’s account.

[f:11.3
]In addition, the Contractor is to reimburse the Principal for any expense incurred in connection with the rectification of defects or the replacement of defective services deliverable (including transport, handling, installation/dismantling, material and labour costs).

11.4
A 36-month warranty period applies from the date of, respectively, delivery to the Principal (sales and services), or acceptance by same (improvement, processing or conversion of goods). Should the service deliverable form part of an overall service to be delivered by the Principal to its customer, then the warranty period is to be 36 months from the date of acceptance of the overall service by the Principal's own customer; however,this shall not exceed a period of 48 months from delivery to the Principal.

11.5
Should any defect occur within the first 12 months following the start of the warranty period, it shall be assumed that the defect already existed on the date of transfer of risk or acceptance, unless evidence is furnished by the Contractor of the defect being attributable to fault or negligence on the part of the Principal.

11.6
Nothing in the above shall affect any further legal or contractual claims.

12. Other Liability / Insurance

12.1
The Contractor is liable for any claims arising from the infringement of industrial property rights granted and registered in the course of using the deliverables and services in accordance with the terms of the contract. The Contractor shall indemnify the Principal and its customers against any claims arising from the infringement of any such industrial property rights. This does not apply in cases where the Contractor is working in accordance with drawings, models, data etc. provided by the Principal, and does not know, or, in connection with the services it is providing, does not need to know that industrial property rights are being infringed as a result. In the event of infringement, the Principal is entitled, at the Contractor’s expense, to obtain from the owner of such industrial property rights the necessary authorisation to deliver, commission, use, resell, etc. the item deliverable. This shall in no way prejudice any further claims for damage the Principal might have.

12.2
The Contractor shall indemnify the Principal against any third-party claims arising from product liability, if and insofar as it is responsible for the damage which has occurred, and shall reimburse the Principal for any expenses incurred by or in connection with any recall action or service measures undertaken by the Principal or one of its customers. The Principal shall - as far as possible and reasonable - inform the Contractor of the contents and extent of any recall or service action, and give the Contractor the opportunity to comment. The provisions of Section 254 BGB (German Civil Code) shall apply accordingly to settlements for damages between Principal and Contractor.

12.3
Should the deliverables provided by the Contractor include any work on the business premises of the Principal or one of its customers, then the Contractor shall implement any and all precautionary measures necessary to prevent injury to persons or damage to property. The Contractor shall indemnify the Principal against any damage, costs and expenditure occasioned by work carried out by the Contractor on the business premises, unless the damage etc. was caused through no fault of the Contractor.

12.4
The Contractor is liable to the same degree for any negligent conduct by its representatives or subcontractors as it is for its own.

12.5
The Contractor undertakes to take out and maintain insurance coverage, notably in respect of personal injury, damage to property and financial loss, that is adequate and common to industry in terms of both purpose and the amount covered. If requested to do so, the Contractor is to submit the appropriate proof of insurance to the Principal. The Contractor shall herewith transfer to the Principal title to any insurance benefits arising in connection with the contractual items in advance, and the Principal shall accept this transfer of title. The fact of insurance having been taken out and title to insurance benefits transferred shall not limit the Contractor’s liability in any way.

12.6
Nothing in the above shall affect any further legal or contractual claims.

13. Title to Work Results/Industrial Property Rights, Know-How, Intellectual Property Rights

13.1
The Principal is to be afforded the exclusive, unlimited, sub-licensable and irrevocable right to exploit work results in their entirety, a right that shall be transferable and discharged in full through payment of the total amount due. For the rest, the following conditions are to apply with regard to the industrial property rights contained in work results.

13.2
In these General Terms and Conditions of Purchase, "industrial property rights" are deemed to be rights to, under or over patents, patent applications and legal applications by inventors, registered designs, inventions, and any other registrable rights, including the applications and requests for their registration.

13.3
The Contractor undertakes to exercise due care and attention, including conducting patent searches, to achieve work results that do not infringe the rights of third parties. Should the use of third parties' rights not at the disposal of the Contractor become unavoidable or advisable, the Contractor is to inform the Principal without undue delay, submitting the appropriate documents and reasons. The Parties shall consult to determine how to progress with contractual work until such time as the Principal gives its opinion on the possibility of utilising the rights of third parties.

13.4
The Principal has the right of first refusal with regard to the acquisition of any industrial property rights created by the Contractor and/or its staff, alone or in cooperation with staff of the Principal, when working on the order ("priority industrial property rights"). To ensure that the Principal has the opportunity to exercise its right of first refusal, the Contractor shall offer the Principal any and all industrial property rights registered in connection with the work results, or otherwise brought to its knowledge, in writing, within two (2) months of registration or knowledge thereof at the very latest. Any charge for these shall be deemed to have been settled with payment of the total amount. The Principal is entitled to transfer the right of first refusal for the acquisition of industrial property rights to an associated company. Should the Principal have no interest in acquiring exclusive industrial property rights in its own name, the Principal and the Contractor shall come to an agreement on the acquisition of joint industrial property rights, sharing the cost. The Principal is entitled to name an associated company to be entered in its stead in the application for industrial property protection. Unless agreed otherwise, the Principal shall, in the event of a joint application for industrial property protection, be accorded the irrevocable, transferable, sub-licensable, unlimited, non-exclusive right to exploit the industrial property right in its entirety. Any charge for these shall be deemed to have been settled with payment of the total amount. Should the Principal also have no interest in acquiring joint industrial property rights, the Contractor can acquire same at its own discretion, in its own name and to its own expense, the Principal nevertheless still being entitled to the irrevocable, transferable, sub-licensable, unlimited, non-exclusive right to make use of these industrial property rights free of charge. Any charge for these shall be deemed to have been settled with payment of the total amount. Whichever Party is not involved in acquiring the industrial property rights shall consent to support and submit at its own expense any statements necessary for the acquisition and defence of the industrial property right.

13.5
Should the work results of the Contractor or its employees include a design suitable for registration as a design patent, the Contractor will, at the time it is produced, transfer any title to rights over the design to the Principal. The Principal is entitled to effect official registration of the design at its own discretion. Any charge for these shall be deemed to have been settled with payment of the total amount.

13.6
Insofar as any services or work of the Contractor are entirely or partially protected by copyright, the Contractor herewith grants the Principal the exclusive, irrevocable, sub-licensable, transferable right, unlimited in terms of time, place and content, to use these work results free of charge and in any way it wishes, in particular to duplicate, propagate, display, modify and adapt them. Any charge for this shall be deemed to have been settled with payment of the total amount.

13.7
Subject to any other legal requirements, the Contractor bears sole responsibility for the payment of its own employees.

13.8
In the event of work being delegated to subcontractors, the Contractor is responsible for ensuring that the Principal still has analogously similar rights.

14. Termination of Contract

Notice of termination

14.1
The Principal may terminate the contract at any time with immediate effect and without giving reasons; such an act of termination may relate to the contract in its entirety, or to part thereof. Any such notice of termination must be submitted in writing.

14.2
In the event of ordinary termination, the Principal shall pay the proportion of the complete remuneration to cover all services that can be proved to have been provided by the Contractor up to the date on which the termination comes into force. However, in the event of partial termination, payment shall not be due before the agreed date of payment for the services performed.

14.3
Over and above the provisions of Subsection 14.2, the Principal shall, in the event of entire or partial termination, reimburse the Contractor for any costs that can be proved to have been incurred by the latter with a view to and for the direct purpose of executing the terminated part of the order with due commercial care and attention, and which, within the bounds of possibility and reasonableness, could not be avoided.

14.4
In the event of ordinary termination, no further claims on the part of the Contractor, for any legal reason whatsoever, shall be entertained. In no event shall the maximum remuneration to be paid by the Principal as per Section 14 exceed the sum total of the order.

14.5
If, in the event of ordinary termination, a contract is agreed between the Principal or one of its associates and the Contractor, and the Contractor 's capacities thus released could be used to this end, then the above payments as per Subsection 14.3 should, where at all possible, be taken into consideration.

Termination for Grave Cause

14.6
The Parties may terminate the contract for grave cause at any time without notice (extraordinary termination). Grave cause shall in particular be deemed to obtain if, in the event of any contractual obligation incumbent upon the Contractor being breached, the Contractor should fail to remedy the situation in full within a reasonable period of time set by the Principal. Grave cause shall also be deemed to obtain in the event of insolvency proceedings being instituted in respect of the Contractor's assets, or in the event of a substantial deterioration in the Contractor’s financial circumstances, or threat thereof, as a result of which the fulfilment of contractual obligations, notably the duty to deliver, might be jeopardised.

14.7
In the event of extraordinary termination for reasons imputable to the Contractor, the Principal shall reimburse the Contractor only for zero-defect services which can be proved to have been provided prior to the termination date, whereby the actual value of the services provided shall be in proportion to the value of the sum of all services owed. No further claims on the part of the Contractor, for any legal reason whatsoever, shall be deemed to exist. In no event shall the maximum remuneration to be paid by the Principal as per Section 14 exceed the sum total of the order.

14.8
The Principal reserves the right to assert further claims in the event of extraordinary termination by the Contractor.

Repudiation

14.9
Should the Principal decide to exercise the right to repudiate the contract, notice of repudiation must be made in writing.

14.10
In such a case, the Principal is entitled to pay compensation instead of returning or surrendering services previously received. The amount of compensation shall be in line with the value of the services provided at the time at which notice of repudiation is served.

15. Right of Inspection

15.1
Provided the Principal gives prior notice of its intended visit, the Contractor undertakes to grant the Principal access to its business premises at any time during normal business hours, to enable the Principal to inspect any documents relating to a purchase order, and thus verify the correctness of the Contractor's performance and the accuracy of each invoice item.

15.2
These documents are to be retained for such an inspection for a period of five (5) years following termination of the contract.

15.3
Should the Contractor employ subcontractors, the Contractor shall ensure that they grant the Principal analogous rights.

16. Compliance

16.1
The Contractor is obliged to be fully conversant with FSB´s Code of Conduct for Contractors and Business Partners (“Code of Conduct”) which is available on FSB's website (www.fsb.de).

16.2
The Contractor understands that adherence to the Principal’s Code of Conduct is essential for any business relationship with same. As a consequence, the Contractor agrees that, in the event of any violation of the Principal’s Code of Conduct occurring, the Contractor shall immediately notify the Principal.

16.3
The Contractor shall immediately remedy any violation notified by itself or detected by the Principal. If this fails within a reasonable time, then the Principal shall be entitled to extraordinarily terminate any agreement for grave cause.

16.4
The Contractor shall reimburse the Principal for any accounts payable arising from violation by the Contractor or any of its sub-contractors of the Principal’s Code of Conduct, thus indemnifying the Principal in this respect.

17. Compliance with Minimum Wage Act, Lodging of Security, Right of Special Termination

17.1
The Contractor guarantees that each of its employees shall always be promptly remunerated at a level that does not fall below the respectively applicable statutory minimum wage. The Contractor shall also impose commensurate obligations on any subcontractors and employment agencies with whom the Contractor maintains contractual relations.

17.2
With respect to subcontractors and employment agencies with whom the Contractor or its subcontractor maintain contractual relations, the Contractor guarantees that each worker employed by such shall always be promptly remunerated at a level that does not fall below the respectively applicable statutory minimum wage.

17.3
In compliance with the provisions of data privacy law, the Principal is entitled to inspect company documentation for the purpose of substantiating the Contractor’s obligation to pay the minimum wage. To this end, the Contractor shall provide at the Principal’s request commensurately verifiable documentation free of charge within a suitable period, most notably documents pursuant to Section 17 of the German Minimum Wage Act (MiLoG) and payrolls, both in duly anonymised form. The Contractor shall also impose commensurate obligations on any subcontractors and employment agencies with whom the Contractor maintains contractual relations.

17.4
The Contractor shall exempt the Principal from all liability pursuant to Section 13 of the German Minimum Wage Act (MiLoG). In the event of any claim being asserted against the Principal pursuant to Section 13 MiLoG by employees of the Contractor, its subcontractors or employment agencies with whom the Contractor maintains contractual relations, the Contractor shall, regardless of culpability, be strictly liable for all respective costs of the claim. To safeguard this right of recourse, the Contractor shall, upon request, be obliged to provide the Principal with a reasonable level of collateral security in the form of an irrevocable, unconditional and absolute suretyship upon first demand from a bank or credit insurer authorised to perform such transactions in Germany. The costs of the suretyship shall be borne by the Contractor.

17.5
Should the Contractor breach its obligations under Subsection 17.1 above or in the event of any claims being asserted against the Principal pursuant to Section 13 MiLoG by employees of the Contractor, its subcontractors or employment agencies used by the Contractor, the Principal shall be entitled to terminate orders and other agreements, including partially, without notice.

18. Other Provisions

18.1
The place of performance for the services and deliveries pertaining to each particular individual contract is to be the Principal's head office, or office of the subsidiary placing the order, provided no other place of performance has been stipulated in a given contract.

18.2
Should any provision or essential part of the contract or of these General Terms and Conditions of Purchase be deemed invalid, either in its entirety or in part, or the contract or these General Terms and Conditions of Purchase prove to be incomplete, this shall not affect the validity of the remaining provisions of the contract or of these General Terms and Provisions of Purchase. Any void provision is to be replaced by one which corresponds to or comes closest in spirit and purpose to that of the void provision. Any other gaps are to be made good as the parties see fit.

18.3
The exclusive place of jurisdiction for any legal disputes arising from or in connection with a given contract is to be - to the extent permitted by law - the court having jurisdiction over the location of the Principal’s head office.

18.4
Only the laws of the Federal Republic of Germany shall be applicable, to the exclusion of the provisions of the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflicting provisions of private international law.

Data Privacy Information

1. We collect, store, process and use the Contractor’s personal data to the extent and for as long as this is needed to substantiate, perform or terminate this Contract. Any further collection, storage, processing and use of the Contractor’s personal data shall only be undertaken to the extent required or permitted by law or assented to by the customer.

2. The Contractor shall be aware that, amongst other things, Article 6 (1) lit. b) GDPR requires its name and address or those of its contact person to be collected, processed and used in the course of adopting pre-contractual measures and fulfilling this Contract.

3. We are entitled – within the bounds of what is statutorily admissible – to assess the risk of the Contractor defaulting on payment when arriving at a decision as to whether to substantiate, perform or terminate a contract between the contracting parties. The collection, processing and use of data for this purpose is governed by Article 6 (1) lit. b) GDPR.

4. We are also entitled to transmit the Contractor’s data to third parties as and when this is required either for the purpose of adopting pre-contractual measures and fulfilling this Contract (e.g. for shipping, invoicing or supplier support) pursuant to Article 6 (1) lit. b) GDPR or to meet a legal obligation within the meaning of Article 6 (1) lit. c) GDPR. We may also – within the bounds of what is statutorily admissible – forward such data to third parties (such as debt-collecting agencies) in the course of asserting a claim for recovery of debts in accordance with Article 6 (1) lit. b) and/or f) GDPR.

5. We shall, on request, furnish the Contractor with details of any personal data we have stored on it free of charge observing the statutory prerequisites. The Contractor shall have the right, observing the statutory prerequisites, to demand the correction, deletion or restricted processing or transfer to any third party of its data. The Contractor shall also be entitled to lodge complaints with a supervisory body.

6. The Contractor may at any time informally object to our using its personal data (I) for the requisite performance of a task assigned to us in the public interest or in the exercise of official authority, or (II) for the requisite safeguarding of legitimate interests pursued by either ourselves or a third party – in accordance, for instance, with Clause 4 above – pursuant to Article 21 (1) GDPR. Should we be unable to cite any overriding, compelling, defensible reasons for their use, we shall cease to use the data concerned for these purposes once we have received any such objection.

7. We are the body responsible for all issues relating to data privacy as well as for the exercising of the rights set out above. Details can also be gleaned from our Data Privacy Statement viewable at https://www.fsb.de/en/footer/privacy-policy/. Suppliers may also consult these for details of how to contact our Data Privacy Officer.

Edited to: 28 November 2018