General Terms and conditions of purchase of C. Kreul GmbH & Co. KG
§ 1 Scope
1. All our purchase orders in business dealings – including in the case of ongoing business relations where no particular allusion or reference is made – shall be governed exclusively by the following General Terms and Conditions of Purchase.
2. Any conflicting terms and conditions or confirmations to the contrary by the Supplier shall be binding upon us only if and to the extent that we have expressly consented thereto. In particular, any silence on our part in respect of such conflicting terms and conditions shall not constitute acknowledgment or consent. Such conflicting terms and conditions or counter confirmations of the Supplier are herewith explicitly rejected.
3. With regard to the type and scope of performance to be pro-vided by the respective parties, the following shall apply in the order set forth below:
a. The provisions of the respective purchase order;
b. The additional contractual terms stated in the purchase order;
c. The present Terms and Conditions of Purchase.
§ 2 Purchase orders, requirements to be fulfilled by the delivered goods – including in particular: REACH Di-rective – proof of origin
1. In order to be valid, our purchase orders shall require the writ-ten form. They must be signed by authorized representatives of C. Kreul GmbH & Co. KG. Oral and telephone agreements shall require writ-ten confirmation in order for them to become binding and val-id. However, no signature shall be required where purchase orders have been created by means of data processing sys-tems. This shall also apply to additions to and amendments of the agreements entered into, including in particular also the present General Terms and Conditions of Purchase.
2. Unless the purchase order stipulates more extensive require-ments, the delivered goods shall be supplied in customary merchantable quality. The Supplier is aware that C. Kreul GmbH & Co. KG’s products are deemed toys by law; consequently, the corre-sponding statutory provisions for such products (e.g. German Equipment and Product Safety Act [Geräte- und Produk-tsicherheitsgesetz], German Ordinance on the Safety of Toys [Spielwarenverordnung], the German Food and Feed Code [Lebensmittel- und Futtermittelgesetzbuch], the Cosmetics Ordinance [Kosmetikverordnung], the EMC Directive/Directive 2004/108/EC) must be complied with (see also § 10 par. 1 of the present Terms and Conditions of Purchase). The Supplier shall in particular warrant and guarantee that its deliveries comply with Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH Regulation”). In particular, the Supplier shall warrant that, where required under the provisions of the REACH Regulation, the substances contained in the products it supplies have been pre-registered or have been registered after expiry of the transitional periods, and that safety data sheets pursuant to the provisions of the third ordinance and/or the information required pursuant to Article 32 of the REACH Regulation are made available. Where the Supplier delivers products within the meaning of Art. 3 of the REACH Regulation, it shall in particular also warrant that it fulfills its obligation to forward certain information, especially with regard to SVHC (Article 33 of the REACH Regulation). A supplier established outside the EU undertakes to comply with the obligations pursuant to the REACH Regulation in its capacity as an importer. The Supplier’s obligations in relation to compliance with the REACH Regulation shall constitute material contractual obligations (“cardinal obligations”), the fulfillment of which is essential to the performance of the contract. If the Supplier does not fulfill its obligations in this respect or does not fulfill them adequately or on time, the Supplier shall indemnify C. Kreul GmbH & Co. KG in respect of all claims for damages which arise for C. Kreul GmbH & Co. KG as a result of the Supplier’s failure to fulfill these obligations.
3. The information contained in the safety data sheets shall constitute warranted properties. Where supply relationships extend beyond a one-off occurrence, any changes to the product composition shall be notified unprompted and at least one month before the delivery is executed.
4. Where industrial standards and/or regulations such as DIN, DVGW, VDE, VDI or comparable standards exist, the deliv-ered goods must be delivered in compliance with such stand-ards/regulations and with the agreed inspection certificates. Where different standards apply, the respective higher-ranking standard shall prevail.
5. If the purchase order is based on a sample, the properties of the sample shall be guaranteed as a minimum standard.
6. C. Kreul GmbH & Co. KG is certified pursuant to the international standard DIN EN ISO 14001. The Supplier also undertakes to comply with the rules of this standard.
7. The Supplier undertakes to accept the respective order, to en-able the customs authorities to check proofs of origin and supplier declarations, and to provide both the requisite infor-mation therefor and also any required official confirmations (information sheets). Where EC originating products are sup-plied, the corresponding proof shall be provided by sending a supplier’s declaration pursuant to EC Regulation 1207/2001 of June 11, 2001. In the case of the delivery of preferential products, the requisite proof shall be provided in the form of an EUR.1 movement certificate and/or declaration of origin on the invoice. In addition, the Supplier undertakes that if the supplier declaration or proof of preference should prove to be incorrect, it will compensate for any resulting loss.
8. The Supplier warrants that its production facilities and also its supplier companies in all countries shall comply with the min-imum standard for sustainable development with regard to ecological and social factors, in accordance with the voluntary BSCI (Business Social Compliance Initiative) Code of Conduct. Compliance with human rights and compliance with the respective authoritative national laws are a prerequisite for business collaboration with C. Kreul GmbH & Co. KG. In particular, a ban on child labor and forced labor is an inherent part of the present General Terms and Conditions of Purchase.
9. The Supplier further warrants that a valid certificate from the Forest Stewardship Council (FSC®) exists for all products made from wood/tropical wood that it supplies to C. Kreul and for all product components made from wood/tropical wood. If requested by C. Kreul GmbH & Co. KG, the Supplier must present a valid certificate; otherwise, C. Kreul GmbH & Co. KG shall be entitled to withhold all payments for the Supplier relating to the wood/tropical wood in question until the valid certificate is received. If, contrary to this provision, products are delivered to C. Kreul for which no valid FSC® certificate can be submitted, the Supplier shall be obliged to take back the items in question free of charge and carriage-paid for C. Kreul GmbH & Co. KGl and to reimburse C. Kreul GmbH & Co. KG with the C. Kreul GmbH & Co. KG purchase price valid on the date the items are taken bac.
10. If the Supplier has independent expert reports for its products (e.g. TÜV), it shall make these available to C. Kreul GmbH & Co. KG un-prompted and at no cost in order to document product quality.
§ 3 Prices, invoice, and payment
1. The agreed prices shall be fixed prices. They shall include everything which the Supplier has to do in order to fulfill its obligation to deliver to the agreed receiving location – including packaging and freight – unless otherwise agreed. As the deliveries are insured by us against transport damage, we shall not assume any costs of the Supplier in respect of transport insurance.
2. If the Supplier desires special payment terms (e.g. express transfer, etc.), any associated costs shall be borne by the Supplier.
3. If the Supplier reduces its prices up to the delivery date, it shall pass on the reductions to us.
4. Invoices must be submitted showing any statutory VAT and stating the full purchase order number. The Supplier shall be liable for all consequences arising for us as a result of incor-rect invoices, including in particular due to a missing or an in-correct statement of VAT and/or VAT identification number. Where the Supplier itself notices the error, incorrect invoices must be corrected and sent to us at the Supplier’s expense, without a corresponding request having to be made, and oth-erwise immediately following a request. If an incorrect invoice is paid without reservation, this shall not constitute a waiver of the right to have invoices corrected. Any claim resulting from an incorrect invoice – including in particular in relation to consideration of the invoice – shall become payable upon positive knowledge that the invoice is incorrect or when it is contested during an investigation by a tax authority (e.g. special VAT audit or external audit). Any such claim shall become time-barred no earlier than at the end of the year in which the statutory retention period for storage of the incorrect invoice by the Supplier ends.
5. Unless otherwise agreed, payment shall be made without any deduction within 60 days following receipt and acceptance of the delivered goods and invoice, or with a 3% discount within 30 days following receipt and acceptance of the delivered goods and invoice, using payment methods of our choice or by offsetting against counterclaims.
6. With regard to payment, invoices which are received more than 3 days after receipt of the goods or performance shall be treated as if the goods or performance had been received by us on the date on which the invoice is received. In the event of early deliveries, payments shall be made only after expiry of the agreed delivery deadline.
7. The timing of payment shall not affect the Supplier’s warranty.
8. Claims of the Supplier resulting from our business relations may only be assigned with our prior written consent. However, in accordance with the stipulations in § 12, such consent shall be deemed to have been granted, if the claim is assigned within the context of an extended reservation of ownership upon which the Supplier has agreed with one of its upstream suppliers.
§ 4 Delivery, delivery period, and delivery dates
1. The agreed delivery dates and deadlines and also perfor-mance dates and deadlines shall be binding and must be strictly adhered to. Partial deliveries and early deliveries shall be permitted only with our prior consent.
2. With the exception of printed products (where +/- 5% is permitted), the provision of excess or short quantities (performance or deliveries) shall be permitted only with our prior consent. Such consent must be given in writing in each case.
3. If the Supplier realizes that it is unable to meet a deadline or date (including in cases of force majeure or industrial disputes for which it is not responsible), we must be notified immediately with details of the reasons and corresponding evidence, and also an indication of the anticipated duration of the delay. This shall not remove the obligation to comply with the delivery deadline. We shall then be entitled to set the Supplier a reasonable period of grace for the delivery or performance. If the Supplier states that it is not able to adhere to this period of grace, either, we shall be entitled to withdraw from the contract and may – in the event of fault on the part of the Supplier – demand reimbursement of the additional costs of an on-time replacement delivery or performance by third companies.
4. This shall not affect other or more extensive claims pursuant to statutory or contractual provisions relating to the Supplier’s failure to deliver on time or within the deadline, including claims for compensation and/or a contractual penalty.
5. If the Supplier fails to comply with its notification obligation pursuant to No. 2, it may not plead that it is not responsible for the delay.
6. If the agreed delivery date or the agreed delivery period is ex-ceeded for reasons attributable to the Supplier, then for each day of delay or part thereof, we shall be entitled to demand a contractual penalty of 0.5% – subject to a maximum total of 10% – of the net total purchase order value. In derogation of section 341 (3) of the German Civil Code [BGB], it shall be sufficient if we claim the contractual penalty at the time of payment. This shall not affect any more far-reaching claims for compensation.
§ 5 Force majeure
If the delivery date or delivery period is exceeded as a result of force majeure or industrial disputes through no fault of the Supplier, we may either demand that the purchase order be executed at a later date – without this giving rise to any claims for the Supplier – or withdraw in whole or in part from the con-tract after an appropriate period expires without result.
§ 6 Packaging, shipment, acceptance, transfer of risk
1. The Supplier shall package the goods in a suitable manner. The return of packaging material and the remuneration of packaging and shipment costs shall require a prior written agreement.
2. Unless otherwise agreed, the goods shall be shipped to us carriage paid. If, under a separate agreement, we bear the shipping costs and there are no instructions concerning the type of shipping, the delivery shall be transported by the most economic route, taking into account the urgency of the case in question.
3. If we are unable to or if it is unreasonable for us to take deliv-ery of the delivered goods due to force majeure or other cir-cumstances outside our sphere of influence – including industrial disputes – we shall be entitled to stipulate a different receiving location to the Supplier. A separate agreement shall be concluded on any additional costs incurred as a result.
4. All risk shall pass to us only after the delivered goods have been delivered to and accepted at the stipulated receiving lo-cation. The Supplier shall bear all risk up to this point. This shall also apply if C. Kreul GmbH & Co. KG has, in an individual case, assumed the shipping costs or if the delivery is effected “ex works”.
5. Deliveries may only be accepted from Monday to Thursday between 7.00 a.m. and 2.30 p.m. and on Fridays, they may only be accepted from 7.00 a.m. to 11.00 a.m. (Break 9.00 - 9.15 a.m. and 12.00 - 12.30 a.m.)
§ 7 Shipment of dangerous goods
1. We require that, as a distributor of goods, the Supplier has ex-tensive knowledge of any dangers relating to its goods during shipment, packaging, storage, etc. Before accepting an order, the Supplier must therefore check whether the goods specified in the purchase order and/or their constituents are to be classified as hazardous goods (e.g. paints, adhesives, chemicals, or combustible, oxidizing, potentially explosive, flammable, toxic, radioactive or corrosive goods, or goods liable to self-heating). In such cases, it must inform us without delay and in a comprehensive manner.
2. The Supplier must send us the necessary binding declara-tions, correctly completed and signed with legally binding ef-fect, no later than with its written order confirmation.
3. The respective latest valid national and international regula-tions must be taken into account during packaging and label-ing, and when making declarations:
Sea freight: Dangerous Goods Ordinance (Gefahrengutver-ordnung) - See IMDG Code
Air freight: UN/ICAD; IATA
Rail freight: EVO/RID and the Dangerous Goods Ordinance – Rail (Gefahrengutverordnung – Schiene)
Road freight: KVO/ADR and the Dangerous Goods Ordinance – Road (Gefahrengutverordnung – Strasse)
and any conflicting or additional provisions of the recipient country, where these have been specified to the Supplier.
4. The Supplier shall be responsible for all losses arising as a result of incorrect information in the binding declarations or arising because existing provisions were not complied with during the handling (packaging, shipment, storage, etc.) of hazardous goods.
§ 8 Proofs of export
Where the Supplier or its agent delivers/ships goods which are not destined for the Federal Republic of Germany, it must provide us with the proofs of export required for tax purposes and pursuant to the relevant customs regulations.
§ 9 Inspection, complaints
1. Any requirements or obligations to examine the goods or issue a notice of defect shall not enter into force until full delivery or service performance.
2. The Supplier accepts that we shall be deemed to have per-formed our incoming inspections properly by examining a reasonable number of random samples to check the identity of the items delivered, as well as their weight, dimensions and appearance, immediately following delivery or, at the latest, within 10 working days. Defects in the delivered goods which are not identifiable in this way shall be deemed concealed defects.
3. We shall not be obliged to carry out technical function tests or other tests.
4. We must notify defects in respect of the delivery which be-come apparent during the aforementioned examinations within 14 days at the latest, and must notify concealed defects within 14 days of discovering the concealed defect.
§ 10 Warranty
1. The Supplier warrants that the delivered items shall be free from defects affecting their value or usability, and that they shall meet the specifications and have the characteristics stated in the order letter. The Supplier further warrants that the delivered items shall comply with official and statutory re-quirements, including in particular the relevant safety at work and accident prevention regulations, even if the goods in-volved have been made to order. For each delivery, the Sup-plier must inform C. Kreul GmbH & Co. KG of any special, not widely known handling and disposal requirements. Electrical and electronic equipment of any equipment category and also components for such equipment must comply with the restrictions on haz-ardous substances of the Act Governing the Sale, Return and Environmentally Sound Disposal of Electrical and Electronic Equipment [ElektroG] and other relevant provisions. On re-quest, the Supplier must provide C. Kreul GmbH & Co. KG with a written declaration of conformity. The Supplier warrants that its deliveries shall justifiably carry the CE mark.
2. In the case of a delivery or service which does not comply with the requirements pursuant to No. 1, we shall have the option of demanding supplementary performance in the form of rectification of defects or replacement – if necessary, using different designs or material compositions – or of exercising the right to withdraw from the contract. More far-reaching claims based on faulty delivery or performance – as provided for by statutory or contractual provisions, including in particular in respect of compensation and/or contractual penalties – shall remain unaffected.
3. If required, the Supplier must operate multiple shifts, work overtime, or pay public holiday pay rates in order to render supplementary performance, if our own urgent operational re-quirements make this necessary (e.g. due to the fact that we ourselves are bound by a delivery deadline obligation or in the case of seasonal goods such as for Easter, Halloween or Christmas), and if this can be reasonably expected of the Supplier. The Supplier must bear all the costs of supplemen-tary performance, including the costs incurred by examining and determining the defect (locating, sorting, examining, and/or exchanging), and dismantlement costs, and of freight costs where goods are taken back as well as costs incurred in providing a replacement.
4. If the Supplier is in default in respect of its supplementary performance obligation or if immediate supplementary perfor-mance is necessary in order to safeguard our interests (in the latter case, after having informed the Supplier of this fact), we shall be entitled, at the Supplier’s expense, to carry out the supplementary performance ourselves, or to have it carried out by a third party, or to arrange supplementary performance ourselves. Moreover, we may in any event remedy minor de-fects ourselves or arrange for the same to be remedied, i.e. without the conditions mentioned in sentence 1; on request, we shall provide the Supplier with corresponding proof after subsequent performance has been completed.
5. The Supplier shall warrant that its deliveries were not pro-duced using child labor or forced labor.
6. The limitation period for asserting warranty claims in respect of the goods delivered by the Supplier shall amount to 24 months, calculated from the acceptance of the goods by us. The limitation period shall be prolonged by the period during which the Supplier undertakes supplementary performance measures, from the time our notice of defect is received until the Supplier declares in writing that the measures have been concluded, or until the Supplier refuses further supplementary performance in writing. In the event of us undertaking supplementary performance ourselves pursuant to No. 4, the limitation period shall be extended by the period which elapses until the supplementary performance has been concluded.
7. The provisions of sections 478, 479 of the German Civil Code [BGB] relating to recourse in respect of the supplier chain shall remain unaffected.
§ 11 Product liability
1. If our customers or third parties file claims for damage com-pensation against us deriving from product liability, regardless of the legal basis and regardless of whether based on domes-tic or foreign law, the Supplier shall indemnify us in respect of such claims – including the associated legal defense costs – if the Supplier has caused the damage and in the event that the applicable law provides for strict liability, if the Supplier is responsible for the circumstances underlying the liability.
2. The Supplier shall be obliged to take out appropriate product liability insurance and maintain it throughout its entire business relations with us; the Supplier shall provide us with proof of the existence of its product liability insurance policy.
§ 12 Reservation of title
1. The Supplier shall be entitled to the reservation of title which it seeks, provided that this reservation of title lapses once the remuneration agreed in respect of the item delivered (reserved goods) has been paid, and provided that we are entitled to re-sell the goods during the proper course of normal business.
2. As security in the event of further processing and resale, in place of the reservation of title, and in the event that reserva-tion of title pursuant to No. 1. has been effectively agreed, we herewith assign our claims against our customers deriving from the resale of a newly-produced item created using the reserved goods to the Supplier up to the invoice value of the reserved goods in question delivered by the Supplier. In the event of the claims against our customers being included in an ongoing invoice, the assignment shall relate to the corre-sponding portion of the balance, including the closing balance, from the current account.
3. The Supplier herewith re-assigns the claims assigned pursu-ant to No. 2. to us, subject to the condition precedent that we pay the remuneration invoiced in respect of the reserved goods in question.
4. We shall be entitled to collect the claims assigned to the Sup-plier. A revocation of this authorization shall only take effect if we are in breach of the payment obligations deriving from the transaction underlying delivery of the reserved goods in question. Subject to this precondition, the Supplier may also demand that we notify it of the assigned claims and the relevant obligor, and that we notify the obligor of the assignment, or the Supplier may itself notify the obligor accordingly.
§ 13 Set-off
Our right to offsetting charges or enacting withholding rights shall not be restricted. The Supplier shall only be entitled to offset claims against counterclaims or to assert retention rights if such rights or claims are undisputed or have become res judicata.
§ 14 Documentation, models, samples, etc., advertising
1. Any drawings, films (negatives and/or printing templates, in-cluding in electronic form), models, samples and other docu-ments made available to the Supplier or produced by it ac-cording to our specifications, shall remain our property; they must be stored carefully, insured against damage, fire and theft, and may only be used in working out the proposal and in the execution of the ordered delivery. They may not be made available to third parties without our prior written consent. They must be returned to us without delay, if requested after our request for proposal has been completed, or unrequested after execution of the ordered delivery, to the exclusion of any right of retention. Any replication of models, samples, tools, etc. shall be prohibited, even after the contractual relationship has ended.
2. The drawings, descriptions, etc. related to the order shall be binding for the Supplier; however, it must check them for any inconsistencies and report any detected or presumed errors to us in writing without delay; otherwise it cannot plead these in-consistencies/errors at a later time. All drawings, plans and calculations produced by the Supplier shall remain its sole re-sponsibility, even if these were approved by us. The Supplier shall be liable for all damages resulting from misuse.
3. The Supplier shall only be permitted to refer to our existing business relationship in any form in advertising or in refer-ences with our explicit written consent.
4. Samples, drafts, drawings, etc. of the Supplier which were handed over to us during the contract initiation shall pass into our ownership without compensation, even if no contract subsequently ensues. Any deviations from this must be separately agreed in writing before the items are handed over to us.
§ 15 Obligation to provide proof
The Supplier undertakes that, following a request by us, it will provide all necessary proof (independent test reports, proof of quality control, market research results, etc.) from which it can be concluded that the claims made about the product are ac-curate and that the products comply with all relevant legal reg-ulations (legislative decrees, administrative provisions, and all other legal and administrative regulations).
§ 16 Tools, materials provided by us
1. If we provide tools for the manufacture of the goods or if the Supplier purchases or produces tools for the manufacture of the goods, a separate agreement shall be concluded between the parties governing any associated matters. In the absence of such an agreement, the tools shall remain our property and/or the tools which have been purchased or produced shall become our property, without any separate remuneration being owed for this.
2. Upon request or at the end of the business relationship, tools which have been provided or paid for by us must be handed over in working order and free of charge, to the exclusion of any exercising of retention rights.
3. The Supplier shall maintain and service the tools at its own expense as long as the tools are in its possession.
4. If we provide the Supplier with finished or semi-finished prod-ucts for further processing (materials provided by us), the Supplier shall bear the risk of loss, including accidental loss, and must insure the materials provided by us accordingly.
§ 17 Confidentiality, customer protection, third-party in-dustrial property rights
1. The Supplier undertakes to maintain confidentiality in respect of all analog and digital information which becomes known to it during negotiations and throughout the entire business relationship with us, in particular in respect of current and future research and development work and business activities and in respect of all concluded contracts, from the start of the business relationship with us and also after said business relationship ends. No information whatsoever, including all models, samples, drawings, technical drafts, descriptions and all other documents as well as customer data supplied by us, may be made accessible to third parties; after the order has been executed and/or after the business relationship ends, such information must be returned to us in full, including any copies and other reproductions, and must not be used.
2. The Supplier shall not be authorized to use knowledge gained from the business relationship with us in such a way that it makes direct contact with or poaches our customers.
3. The obligation concerning confidentiality and non-use pursu-ant to Nos. 1 and 2 shall not be applicable only in cases where it can be proven that,
a) at the time it became known through the Supplier, the received information was already state of the art or later became state of the art without any fault on the part of the Supplier; or
b) at the time it became known through the Supplier, the received information was already lawfully known to the Supplier or had been lawfully and independently developed by it; or
c) the received information had been disclosed to third parties by C. Kreul without any restriction; or
d) the received information had been given to the Supplier by C. Kreul with express permission to forward to certain third parties.
In all cases, the burden of proving the exceptions stipulated in a) to d) shall lie with the Supplier.
4. The Supplier shall place its employees under a strict obligation to maintain confidentiality pursuant to Nos. 1. to 3.
5. Without prejudice to further rights and claims, we shall in each individual case of an infringement of the obligations set forth in Nos. 1. to 4, be entitled to terminate individual or all contracts with the Supplier for cause and without notice, or to withdraw from such contracts. Prior warning shall only be required if the consequences of the infringement can still be reversed.
6. The Supplier cannot derive any rights to information obtained from us and may not evaluate or arrange utilization of such information in its own interest or via other third parties.
7. The Supplier guarantees that it has obtained and granted to us all rights, licenses and approvals of the holders of copy-rights or related rights required in order to use and re-sell the products, and has paid all associated license fees owed. It undertakes to indemnify us in respect of all third-party claims in this connection – including the associated legal defense costs. This indemnification obligation shall in particular include all claims of holders of copyrights and other related rights, collecting societies or other third parties which exist against us or are asserted against us in future.
8. The Supplier shall authorize C. Kreul GmbH & Co. KG to print the brands and other distinctive signs of the Supplier within the context of ad-vertising by C. Kreul GmbH & Co. KG, including in particular in the main cata-log, on the website and in mailshots, and to otherwise repro-duce these brands and signs, unless this is done in a manner or in a connection which is objectively damaging to the repute of the Supplier's brand. In such case and to this extent, C. Kreul GmbH & Co. KG shall make all reasonable efforts to immediately remove the brands and other distinctive marks of the Supplier.
9. If the Supplier makes texts, image material or graphics availa-ble to C. Kreul GmbH & Co. KG, it must ensure that it has also already acquired the rights thereto in such an extent that use by C. Kreul GmbH & Co. KG within the context of the main catalog or other advertising by C. Kreul GmbH & Co. KG is possible or that no third party rights exist. To the extent necessary, this shall also expressly apply to the right of editing. To this extent, the Supplier shall also indemnify C. Kreul GmbH & Co. KG in the event of third-party claims being asserted.
10. C. Kreul GmbH & Co. KG shall agree to any advertising using brands, other distinctive signs, texts or image material of the Supplier within the usual and reasonable framework. If the Supplier does not object in writing within 5 working days despite C. Kreul GmbH & Co. KG having sent it drafts of designs for approval, the Supplier’s consent to the design and use which was sent for approval shall be deemed to have been granted.
11. Where the Supplier provides us with merchandise which is already marked with the “Green Dot” license, the Supplier shall guarantee full payment of these fees.
12. The Supplier is informed, pursuant to the provisions of the Federal Data Protection Act [Bundesdatenschutzgesetz], that C. Kreul GmbH & Co. KG shall use electronic data processing systems to pro-cess its personal and corporate data which are required for managing the business relations.
§ 18 Supplier evaluation
The Supplier is aware that C. Kreul GmbH & Co. KG operates its company in accordance with ISO 9001 standards. In this context, C. Kreul GmbH & Co. KG is obliged to evaluate its suppliers. The Supplier therefore un-dertakes to do the following:
1. Submit the business registration and make an entry in the commercial register, where available.
2. Notify any changes in legal form/company name immedi-ately after such a change occurs.
3. Provide proof of the product liability insurance certificate (§ 11)
§ 19 Statutory provisions
Unless otherwise stipulated in these Terms and Conditions and in other contractual agreements, the statutory provisions shall apply.
§ 20 Place of performance, place of jurisdiction, applicable law
1. The place of performance for all contractual obligations is Hallerndorf.
2. The place of jurisdiction for all disputes is the competent court for Hallerndorf. We shall, however, also be entitled to bring a case against the Supplier at its general place of ju-risdiction.
3. All legal relationships between the Supplier and us shall be governed exclusively by the laws of the Federal Republic of Germany to the exclusion of the provisions of conflict law and of the UN Convention on the International Purchase and Sale of Goods (CISG).
§ 21 Severability clause
Should individual provisions of the present contract or a future provision included in said contract be legally invalid or unenforceable or later lose their/its legal validity or enforceability, this shall not affect the validity of the remaining provisions of the contract. The same shall apply if it emerges that the contract contains a loophole. The invalid or unenforceable provisions shall be replaced or the loophole shall be closed by an appropriate provision which, to the extent legally possible, comes closest to what the contracting parties wished or would have wished, based on the meaning and purpose of the contract, if they had considered the point when concluding the contract or subsequently incorporating a provision. This shall also apply if the invalidity of a provision is based on a degree of performance or time (period or deadline) stipulated in the contract; in such case, a legally permissible degree of performance or time (period or deadline) which comes closest to what was intended shall be deemed to have been agreed.