CONDITIONS OF PURCHASE VERMOP SALMON GMBH

1. General information

1.1. Exclusivity of these conditions

VERMOP Salmon GmbH (hereinafter: VERMOP) places orders exclusively on the basis of these General Terms and Conditions of Purchase. Conditions that deviate from these do not become part of the contract, even if VERMOP does not expressly object to them. If VERMOP accepts the delivery/service without express objection, it cannot be derived from this that VERMOP accepts the terms of delivery of the supplier. When submitting offers, the supplier must declare its agreement with the General Terms and Conditions of Purchase of VERMOP. If such an express declaration is not made, the execution of the order is in any case deemed to be acceptance of the General Purchasing Terms and Conditions of VERMOP. These General Terms and Conditions of Purchase also apply to all future contractual relationships with the supplier without a renewed express inclusion.

1.2. Fiction of consent, written form

All details in the business correspondence of VERMOP with the supplier are deemed to be binding contract components at the latest if the supplier does not object to them in writing within 8 days of receipt. The supplier can only refer to the conclusion of contracts and agreements that deviate from them or from the business correspondence or the purchasing conditions if VERMOP has expressly confirmed this in text form.

1.3. Orders, contracts, right of withdrawal

Insofar as the offers from VERMOP do not expressly contain a binding period, we shall be bound by this for one week after the date of the offer. The receipt of the declaration of acceptance is decisive for timely acceptance. In the event of force majeure, strikes, lock-outs and other unforeseen events for which VERMOP is not responsible, VERMOP may, at its discretion, withdraw from the contract in whole or in part or demand performance at a later date. In the event of withdrawal, any claims of the supplier are excluded.

1.4. Place of performance, place of jurisdiction, choice of law

The place of performance is the respective delivery address according to the order. The place of jurisdiction for all disputes arising from and in connection with the contractual relationship between VERMOP and the supplier is Wertheim/Mosbach. German law applies to the exclusion of the uniform UN sales law.

1.5. Data collection

VERMOP will treat personal and order-related data of the supplier in accordance with the currently valid legal regulations. For its part, the supplier undertakes to likewise observe the corresponding provisions.

1.6. Code of Conduct

When submitting offers, the supplier must declare its agreement with the Code of Conduct (to be found at www.vermop.de; will also be sent on request) of VERMOP. If such an express declaration is not made, the execution of the order is in any case deemed to be an acknowledgement of the Code of Conduct of VERMOP and this also applies to all future contractual relationships with the supplier without a renewed express inclusion. VERMOP reserves the right to amend this Code of Conduct in the event of appropriate changes in the corporate governance of VERMOP. In this case, VERMOP expects its suppliers to accept these appropriate changes.

2. Prices

2.1. The contract prices agreed between VERMOP and the supplier are fixed prices and exclude subsequent claims of any kind. If the supplier’s list prices or the general prices for contract goods are lower than the contract price on delivery, the supplier may only make calculate the lower amount. For new orders (= follow-up orders), the price last granted to VERMOP applies, unless the supplier has previously announced a different, higher price within a reasonable period of time. VERMOP only accepts the quantities or numbers of items ordered.

2.2. The agreed prices include delivery free of freight, customs duties, packaging costs and expenses at the place of performance in accordance with clause 1.4. The supplier cannot charge VERMOP any remuneration for offers and samples unless such remuneration has been expressly agreed or is provided for by law.

2.3. Invoices must, if necessary for comprehension, be submitted separately in proper form (order number, item number, delivery quantity, delivery address and all legal sales tax requirements) with all associated documents and data after delivery. Until the submission of a proper invoice, VERMOP has a right to refuse performance to the supplier.

2.4. Payments are made in the usual commercial manner. Unless otherwise agreed in writing, VERMOP pays at its own discretion within 30 days with a 3% discount or within 60 days net, calculated from delivery and receipt of the invoice.

2.5. In the event of late payment, we owe interest on arrears at a rate of 5 percentage points above the base interest rate in accordance with § 247 BGB.

3. Transfer of risk, acceptance, default, contractual penalty

3.1. The risk of accidental loss, deterioration etc. is only transferred to VERMOP when the goods are handed over at the place of performance in accordance with clause 1.4. Acceptance of the delivered goods does not take place automatically through commissioning, processing or similar. Partial deliveries are not permitted. The supplier is liable for transport damage.

3.2. The supplier must strictly adhere to the previously agreed delivery periods and dates and is in default without reminder if they are exceeded. The supplier shall be responsible for any shortage of raw materials, auxiliary materials and operating materials, as well as non-delivery or poor delivery by his sub-suppliers.

3.3. In the event of default, VERMOP is entitled to the statutory rights against the supplier, in particular the right to withdraw from the contract or to full compensation.

3.4. In the event of delays in delivery, VERMOP is entitled, after prior written warning to the supplier, to demand a contractual penalty in the amount of 0.5% for each commenced week of the delay in delivery, up to a maximum of 5% of the respective order value. The contractual penalty is to be set off against the damage caused by the delay to be compensated by the supplier.

4. Warranty, compensation, limitation period

4.1. The supplier is liable to VERMOP for the fact that its statements in offers, confirmations, brochures, catalogues and other documents accessible to VERMOP are correct and that the goods supplied correspond to the state of the art, masterly workshop work, the agreements made, the intended purpose, the agreed or sampled colour and equipment, the necessary product safety and the respectively valid legal and official regulations and that they are manufactured using the most suitable material. The supplier must carry out a careful final product inspection – also with regard to product safety.

4.2. Deviations in quality and quantity are in any case notified in good time if VERMOP notifies the supplier of them within eight working days after receipt of the goods by VERMOP. Hidden material defects are in any case notified in good time if the notification is made to the supplier within eight working days after discovery.

4.3. In the event of non-compliance with guarantees or the absence of warranted properties of the goods supplied, the supplier must compensate VERMOP for all direct or indirect damages incurred by it. The same applies in the case of a positive breach of an obligation, incorrect advice or unauthorised Action. The supplier shall also be liable for slight negligence in his own interests or those of his vicarious agents. In the internal relationship, the supplier indemnifies VERMOP from all claims of third parties arising from product liability as well as a breach of its obligations under clause 4.1. or for which it is otherwise responsible. Insofar as a product liability damage is the responsibility of both the supplier and VERMOP, the amount of the damage must be divided internally in proportion to the share of fault on both sides. Otherwise, VERMOP may also demand that the supplier rectify the defect or make a replacement delivery free of charge.

4.4. All claims of VERMOP – irrespective of their type and legal basis – become time-barred, subject to a longer statutory provision, at the earliest 3 years after the transfer of risk. For installations in buildings, the period of limitation is 5 years after the transfer of risk.

4.5. Defective goods are returned to the supplier carriage forward with the full return debit of the purchase price and at the exclusive risk of the supplier. In urgent cases, VERMOP is entitled, even without setting a prior deadline to the supplier, to remedy the defects in the goods supplied or the resulting damage or to have them remedied by third parties at the expense of the supplier. Such rectification of defects does not release the supplier from its legal and contractual liability.

4.6. The payment by VERMOP prior to a notice of defects, the acceptance of goods by a warehouse clerk or a carrier of VERMOP, the commissioning, processing or resale of the delivered goods does not imply any acknowledgement of freedom from defects or the waiver of the aforementioned claims on the part of VERMOP.

4.7. The supplier undertakes to supply VERMOP with all individual parts during the period of the average service life of the delivered product, but at least for at least 5 years. The price for a spare part may not be higher than the price for a corresponding spare part on the free market. The supplier undertakes to inform VERMOP in writing at least 3 months before the cessation of production of a product purchased from VERMOP.

5. Industrial property rights

5.1. The supplier shall be liable for all claims arising from the infringement of industrial property rights and property right applications of third parties (hereinafter referred to as “property rights”) when the delivery item or services are used in accordance with the contract.

5.2. The supplier indemnifies VERMOP and its customers from claims of third parties arising from the infringement of industrial property rights of third parties. Any costs incurred by VERMOP or its customers from such an infringement of industrial property rights are borne by the supplier. Any licence fees are borne by the supplier.

5.3. The aforementioned obligations in Clauses 5.1 and 5.2 do not apply if the supplier has not acted culpably, i.e. if he can prove that he is not accused of intent or negligence with regard to his ignorance of such existing rights.

5.4. The parties undertake to inform each other immediately after becoming aware of risks of infringement and alleged infringements of industrial property rights in order to counteract corresponding liability claims.

5.5. VERMOP is entitled to industrial property rights arising within the scope of the execution of the order. If, in exceptional cases, these arise at the supplier’s premises due to mandatory statutory provisions, the supplier permits VERMOP to use them free of charge, non-exclusively and for an unlimited period of time.

6. Ownership of moulds and tools

6.1. VERMOP reserves the ownership, all industrial property rights and copyrights for all constructions, forms, tools, samples, illustrations and other documents provided by it. The supplier may only use these in the manner intended by VERMOP and may not make them accessible to third parties, use or reproduce them itself or through third parties without the express consent of VERMOP. The supplier must return these if they are no longer used for VERMOP or VERMOP demands their return.

6.2. If the supplier has produced moulds, tools or other devices for VERMOP, these automatically become the property of VERMOP, even if the supplier has assumed the costs for this in whole or in part. The assumption is replaced by the fact that the supplier initially retains these items for exclusive use within the scope of the agreement made with VERMOP and stores them free of charge, carefully and with care for VERMOP and carries out any necessary maintenance and inspection work and all maintenance and repair work at its own expense in good time. It must notify VERMOP immediately of any faults; if it culpably fails to do so, claims for damages remain unaffected. The supplier will mark the items as the property of VERMOP and insure them to an appropriate extent against damage of any kind. In doing so, the supplier hereby assigns to VERMOP all compensation claims arising from this insurance; VERMOP hereby accepts the assignment. After termination of a delivery order, VERMOP can also demand these items from the supplier. If the supplier has assumed the costs for the production of these items, the production costs are reimbursed by VERMOP in the event of a demand for return, insofar as they are not already included in the agreed purchase price.

6.3. Products which the supplier has manufactured in accordance with documents, drawings, models and samples provided by VERMOP, as well as in accordance with confidential information of VERMOP or with tools copied from VERMOP, may not, without the approval of VERMOP, be delivered to the customers of VERMOP or third parties during the term of the contractual agreement and up to two years after its termination. Further obligations of the supplier based on industrial property rights of VERMOP remain unaffected.

7. Confidentiality

7.1. Confidential information is all information (whether in writing, electronically, orally, digitally embodied or in any other form) which is provided by VERMOP to the supplier or a person associated with the recipient within the meaning of §§ 15 ff. AktG to the supplier or a company affiliated with recipients within the meaning of §§ 15 ff. AktG Confidential information is considered in particular: – Business secrets, products, manufacturing processes, know-how, inventions, business relationships, business strategies, business plans, financial planning, personnel matters, digitally embodied information (data); – Any documents and information from VERMOP which are the subject of technical and organisational secrecy measures and which are marked as confidential or which are to be regarded as confidential according to the type of information or the circumstances of the transmission.

7.2. No confidential information is such information, – which were known or generally accessible to the public prior to notification or handover by VERMOP or which become so at a later date without breach of a confidentiality obligation; – which were demonstrably already known to the supplier before disclosure by VERMOP and without a breach of a confidentiality obligation; – which was obtained by the supplier itself without using or referring to confidential information of VERMOP; or – which are handed over or made accessible to the supplier by an authorised third party without breach of a confidentiality obligation.

7.3. The supplier undertakes – to keep the Confidential Information strictly confidential and to use it only in connection with the purpose – to disclose the Confidential Information only to such agents who rely on knowledge of such information for the purpose, provided that the Supplier shall ensure that their agents comply with this obligation as if they themselves were bound by this obligation; – also to secure the Confidential Information against unauthorised access by third parties by taking appropriate confidentiality measures and to comply with the legal and contractual provisions on data protection when processing the Confidential Information. This also includes technical security measures adapted to the current state of the art (Art. 32 DS-GVO) and the obligation of employees to maintain confidentiality and observe data protection (Art. 28 Para. 3 lit. b DS-GVO); – insofar as the supplier is obliged to disclose some or all Confidential Information on the basis of applicable legal provisions of court or official orders or on the basis of relevant stock exchange regulations, to inform VERMOP immediately in writing (insofar as legally possible and practically feasible) and to make all reasonable efforts to keep the scope of the disclosure to a minimum and, if necessary, to provide VERMOP with all reasonable support to seek a protective order against the disclosure of all or part of the Confidential Information.

7.4. If the supplier or employees of the supplier or other persons for whom the supplier is responsible in accordance with §§ 31, 278, 831 BGB (German Civil Code) violate the obligations arising from this clause 7, the parties agree to the payment of a no-fault contractual penalty by the supplier to VERMOP in an appropriate amount, whereby VERMOP will determine the amount at its reasonable discretion in accordance with § 315 BGB and the appropriateness of the contractual penalty can be reviewed by the competent court in the event of a dispute. The payment of the contractual penalty does not exclude the assertion of any existing claim for injunctive relief or any claim for damages which may exceed this amount. Further claims remain unaffected.

8. Adherence to laws (compliance)

8.1. In connection with the contractual relationship, the supplier is obliged to comply with the relevant legal provisions applicable to him. This concerns in particular anti-corruption and money laundering laws as well as antitrust, labour and environmental protection regulations. This means in particular, but not conclusively, to comply with the respective legal 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 and to observe the protection of international human rights, the right of freedom of association and collective bargaining, the abolition of forced labour and child labour, the elimination of discrimination in hiring and employment, responsibility for the environment and the prevention of corruption.

8.2. Supplier shall ensure that the products it supplies meet all relevant requirements for placing on the market in the European Union and the European Economic Area. He must provide evidence of conformity by means of suitable documents at the request of VERMOP.

8.3. The Supplier shall make reasonable efforts to ensure that its subcontractors comply with the obligations concerning the Supplier contained in this Clause 8.

Status: March 2020

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