General Terms and Conditions of Purchase and Code of Conduct for Suppliers
of Nagel Technologies GmbH
I. General Terms and Conditions of Purchase
1. General
(1) These General Terms and Conditions of Purchase (“GTCP”) form the basis of all business relationships with our suppliers (“Suppliers”); they apply in particular to contracts for the sale and/or supply of movable goods (“Goods”), regardless of whether the seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 of the German Civil Code (BGB)).
(2) These GCP shall apply only if the seller is an entrepreneur (Section 14 of the German Civil Code (BGB)), a legal entity under public law or a special fund under public law.
(3) These GCS apply exclusively. We do not recognise any terms and conditions that conflict with, supplement or deviate from these terms and conditions, unless we have expressly agreed to their validity in writing. These terms and conditions shall also apply if, whilst aware of conflicting, supplementary or deviating terms and conditions, we do not object to their use or accept the ordered delivery/service without reservation. These terms and conditions shall apply as a framework agreement, in the version valid at the time of the order or, in any event, in the version last communicated to the supplier in writing, to all future transactions with you as a supplier, without us having to refer to them again in each individual case. Any individual agreements (e.g. framework supply contracts, quality assurance agreements) and details in our order shall take precedence over these terms and conditions.
(4) Legally relevant declarations and notifications by the Supplier in relation to the contract (e.g. setting of deadlines, reminders, withdrawal) must be made in writing. For the purposes of these GCS, ‘in writing’ includes written and text form (e.g. letter, email, fax). Statutory formal requirements and further evidence, in particular where there are doubts as to the legitimacy of the person making the declaration, remain unaffected.
2. Order, Conclusion of Contract
(1) The seller is required to confirm our order in writing within a period of 10 working days or to fulfil it unconditionally by dispatching the goods (acceptance). A delayed acceptance shall be deemed a new offer and requires our acceptance. The decisive factor for timely acceptance is the receipt by us of the declaration of acceptance, quoting our order number.
(2) Only orders placed in writing are legally binding. The drawings, descriptions, calculations or other documents of any kind relating to the order are binding on the supplier when executing the order. The supplier must notify us of any obvious errors (e.g. clerical or calculation errors) and omissions in the order, including the order documents, for the purpose of correction or completion prior to acceptance. Subsequent amendments or additions to our order may only be agreed in writing.
(3) The preparation of quotations by the Supplier is free of charge for us.
(4) We are entitled to change the time and place of delivery as well as the type of packaging at any time by giving written notice at least 14 calendar days prior to the agreed delivery date. The same applies to changes to product specifications, provided that these can be implemented within the scope of the Supplier’s normal production process without significant additional effort, in which case the notice period referred to in the preceding sentence shall be at least 28 calendar days. We shall reimburse the Supplier for any proven and reasonable additional costs incurred as a result of the change. If such changes result in delivery delays that cannot be avoided with reasonable effort within the Supplier’s normal production and business operations, the originally agreed delivery date shall be postponed accordingly. The Supplier shall notify us in writing of the additional costs or delivery delays it expects, based on a careful assessment, in good time before the delivery date, but at the latest within 7 working days of receipt of our notification in accordance with sentence 1.
(5) We shall be entitled to terminate the contract at any time by written notice stating the reason if, due to circumstances arising after the conclusion of the contract, we are no longer able to use the ordered goods in our business operations. In this case, we shall remunerate the Supplier for the partial performance rendered by him.
3. Performance, Delivery, Packaging, Transfer of Risk, Default of Acceptance
(1) Delivery within Germany shall be “carriage paid” to the location specified in the order. If the destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Nürtingen. The respective destination shall also be the place of performance for the delivery and any subsequent performance (obligation to deliver). Deliveries of goods must take place exclusively on working days (Monday to Friday) between 7.00 am and 3.00 pm.
(2) We are only obliged to accept the quantities or numbers of items ordered by us; this also applies to goods manufactured specifically for us (“custom-made goods”). Over- or under-deliveries are only permitted following prior written agreement with us. Advance and partial deliveries are only possible following written confirmation by our Purchasing Department. Sample deliveries must be marked as such.
(3) Each order must be packed separately. The goods must be packed in an environmentally friendly manner and in such a way as to prevent damage during transport. Packaging materials must be used to the extent necessary to achieve this purpose.
(4) The delivery is only complete if the corresponding delivery note is included. Certificates of material testing, test reports or other documentation accompanying the delivery form an integral part of the delivery and must be sent to us separately from the invoice and, where possible, also separately from the goods.
(5) The risk of accidental loss and accidental deterioration of the goods shall pass to us upon handover at the place of performance. Where acceptance has been agreed, this shall be decisive for the passing of risk. In all other respects, the statutory provisions of the law governing contracts for work and services shall apply mutatis mutandis to acceptance. Handover or acceptance shall be deemed to have taken place even if we are in default of acceptance.
(6) The statutory provisions shall apply to the occurrence of our default in acceptance. However, the seller must expressly offer us performance even if a specific or determinable calendar time ( ) has been agreed for an act or cooperation on our part (e.g. provision of materials). If we are in default of acceptance, the seller may claim compensation for its additional expenses in accordance with the statutory provisions (cf. Section 304 of the German Civil Code (BGB)). If the contract relates to a non-fungible item to be manufactured by the seller (custom-made item), the seller shall only be entitled to further rights if we have undertaken to cooperate and are responsible for the failure to cooperate.
4. Delivery/performance dates, delay in delivery
(1) The delivery time specified by us in the order is binding. Early deliveries are not permitted. The agreed dates for deliveries or services are binding. The timeliness of deliveries depends on the receipt of goods and documentation at the receiving or usage point specified by us; the timeliness of deliveries involving installation or assembly, as well as of services, depends on their acceptance and the receipt of the documentation.
(2) If the delivery time is not specified in the order and has not been agreed otherwise, it shall be two weeks from the conclusion of the contract.
(3) The supplier is obliged to inform our Purchasing Department in writing without delay if circumstances arise or become apparent which mean that the delivery time cannot be met.
(4) If the date by which the delivery must be made at the latest can be determined on the basis of the contract, the supplier shall be in default upon expiry of that date, without the need for a reminder from us.
(5) If the supplier is in default of delivery, our rights – in particular to rescind the contract and claim damages – shall be determined in accordance with the statutory provisions.
5. Prices and Terms of Payment
(1) The price stated in the order is binding. All prices are quoted in euros and include statutory VAT, unless this is shown separately. Invoices must be sent to us in duplicate, showing the statutory VAT and quoting the full order number, separately after delivery has been made.
(2) The agreed prices are fixed prices. Additional claims of any kind are excluded. Unless otherwise agreed in individual cases, these prices include costs for packaging and transport to the agreed or specified delivery address or place of use, as well as for customs clearance, insurance and all ancillary services provided by the supplier (e.g. assembly, installation).
(3) The agreed purchase prices are due for payment within 30 calendar days of full delivery and performance (including any agreed acceptance) or upon receipt of an invoice complying with the statutory requirements and those set out in paragraph 1 above, and, where applicable, upon receipt of the documentation in accordance with clause 3(4) above. If we make payment within 14 calendar days, the seller shall grant us a 3% discount on the net amount of the invoice. In the case of a bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment deadline; we shall not be responsible for any delays caused by the banks involved in the payment process.
(4) All order confirmations, delivery documents and invoices must state our order number, the item number, delivery quantity and delivery address. Should one or more of these details be missing and should this result in a delay in our processing within the scope of our normal business operations, the aforementioned payment deadlines shall be extended by the duration of the delay. Our payments shall not constitute either an acknowledgement of performance or a waiver of warranty rights.
(5) We shall not be liable for interest on arrears. In the event of late payment, the statutory provisions shall apply, whereby we shall be liable for interest on arrears at a rate of five percentage points above the relevant base rate.
(6) We are entitled to rights of set-off and retention, as well as the defence of non-performance of the contract, to the extent permitted by law. In particular, we are entitled to withhold due payments for as long as we still have claims against the supplier arising from incomplete or defective performance.
(7) The Supplier shall only have a right of set-off or retention in respect of counterclaims that have been legally established or are undisputed.
6. Retention of title
(1) We reserve ownership rights and copyright in illustrations, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual performance and must be returned to us upon completion of the contract. The documents must be kept confidential vis-à-vis third parties, even after the contract has ended. The obligation of confidentiality shall only cease to apply if and to the extent that the knowledge contained in the documents provided has become generally known. Specific confidentiality agreements and statutory provisions on the protection of trade secrets remain unaffected.
(2) The Supplier shall not use or distribute goods manufactured in accordance with our specifications, drawings, models or similar, nor shall it pass them on to or disclose them to third parties.
(3) The above provision applies mutatis mutandis to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items which we provide to the seller for the purpose of manufacture. Such items must – provided they are not processed – be stored separately at the seller’s expense and insured to an appropriate extent against destruction and loss.
(4) Any processing, mixing or combining (further processing) of items provided by the Seller shall be carried out on our behalf. The same applies to the further processing of the delivered goods by us, so that we are deemed to be the manufacturer and acquire ownership of the product at the latest upon further processing in accordance with the statutory provisions.
(5) The transfer of ownership of the goods to us must take place unconditionally and irrespective of payment of the price. However, if in individual cases we accept an offer from the seller for transfer of ownership conditional upon payment of the purchase price, the seller’s retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorised to resell the goods even prior to payment of the purchase price, subject to the advance assignment of the resulting claim (alternatively, the simple retention of title extended to the resale shall apply). This therefore excludes all other forms of retention of title, in particular extended retention of title, retention of title transferred to third parties and retention of title extended to cover further processing.
7. Spare Parts, Service and Maintenance
(1) The Supplier undertakes to keep spare parts for a product in stock and to supply them to us for a period of at least 10 years following delivery of the product.
(2) If the Supplier intends to discontinue the production of spare parts for the goods delivered to us, they shall notify us of this immediately after the decision to discontinue has been made.
(3) The Supplier must provide qualified specialist personnel as well as wear and spare parts at our works within 24 hours of a request – even after the warranty has expired. This provision applies if our request is received by the Supplier between 7.30 am and 4.00 pm from Monday to Friday. If notification is received after 4.00 pm, the deadline shall run from 7.30 am on the following working day.
8. Defective delivery
(1) Our rights in the event of material defects or defects of title in the goods (including incorrect or short deliveries, as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the seller are governed by the statutory provisions and, exclusively in our favour, the following additions and clarifications.
(2) In accordance with the statutory provisions, the seller is liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. In any event, those product descriptions which – in particular through designation or reference in our order – form part of the respective contract or have been incorporated into the contract in the same manner as these GTC shall be deemed to constitute an agreement on the quality. It makes no difference whether the product description originates from us, the seller or the manufacturer.
(3) In the case of goods with digital elements or other digital content, the Seller is obliged to provide and update the digital content in any event to the extent that this arises from an agreement on quality in accordance with paragraph 2 or other product descriptions provided by the manufacturer or on its behalf, in particular on the internet, in advertising or on the product label.
(4) We are not obliged to inspect the goods or make specific enquiries regarding any defects at the time of conclusion of the contract. In partial deviation from Section 442(1) sentence 2 of the German Civil Code (BGB), we are therefore entitled to claims for defects without restriction even if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.
(5) The statutory provisions (§§ 377, 381 HGB) apply to the commercial duty to inspect and give notice of defects, subject to the following proviso: Our duty to inspect is limited to defects that become apparent during our incoming goods inspection upon external examination, including the delivery documents (e.g. transport damage, incorrect or short delivery), or that are detectable during our quality control by means of random sampling. Where acceptance has been agreed, there is no duty to inspect. In all other respects, it depends on the extent to which an inspection is practicable in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered at a later date remains unaffected. Notwithstanding our obligation to inspect, our notice of defects shall in any event be deemed to have been given without delay and in good time if it is dispatched within [5] working days of discovery or, in the case of obvious defects, of delivery.
(6) Rectification shall also include the removal of the defective goods and their reinstallation, provided that the goods were installed in or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory right to reimbursement of the corresponding expenses (removal and installation costs) remains unaffected. The costs necessary for the purposes of inspection and subsequent performance, in particular transport, travel, labour and material costs, as well as, where applicable, removal and re-installation costs, shall be borne by the seller even if it transpires that no defect actually existed. Our liability for damages in the event of an unjustified request for rectification of defects remains unaffected; in this respect, however, we shall only be liable if we knew or, through gross negligence, failed to recognise that no defect existed.
(7) Notwithstanding our statutory rights and the above provisions, the following shall apply: If the Seller fails to fulfil its obligation to provide subsequent performance – at our discretion, either by rectifying the defect (repair) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we may rectify the defect ourselves and demand that the Seller reimburse the necessary expenses or provide a corresponding advance payment. If the seller’s subsequent performance has failed or is unreasonable for us (e.g. due to particular urgency, a threat to operational safety or the imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the seller of such circumstances without delay, if possible in advance.
(8) Furthermore, in the event of a material or legal defect, we are entitled, in accordance with the statutory provisions, to a reduction in the purchase price or to withdraw from the contract. In addition, we are entitled to compensation for damages and expenses in accordance with the statutory provisions.
9. Product Liability
(1) The Supplier shall indemnify us against all claims for compensation by third parties arising from product and manufacturer liability, if and to the extent that the cause lies within the Supplier’s sphere of control or organisation and the Supplier is itself liable to third parties. In such cases of damage, the Supplier shall also be liable for the costs of any necessary recall of our products and for those damages (including the costs necessary for appropriate legal action) which we have agreed to pay to the third party out of court, taking due account of the Supplier’s interests. Other statutory claims remain unaffected.
(2) The Supplier shall bear all costs of measures taken to rectify defects (including precautionary measures), in particular those arising from our product monitoring obligation.
(3) The Supplier shall mark the delivery items in such a way that they are permanently identifiable as your goods and can be tracked or traced.
(4) The Supplier must take out product liability insurance with a flat-rate sum insured of at least EUR 5 million per claim for personal injury and property damage and maintain this cover for the duration of the contract. The Supplier is obliged to notify us in writing, independently and without delay, of any changes to the insurance cover, in particular regarding the sum insured, the scope or the existence of the insurance. New suppliers are obliged to fully disclose the relevant details of their insurance cover as part of the supplier self-disclosure form. Upon request, the supplier must provide us at any time with suitable confirmation of the scope, existence and duration of the insurance cover.
10. Supplier Recourse
(1) We are entitled without restriction to our statutory claims for expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b and Sections 445c, 327(5), 327u of the German Civil Code (BGB)), in addition to claims for defects. In particular, we are entitled to demand from the seller precisely the type of subsequent performance (repair or replacement) that we owe to our customer in the individual case; in the case of goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (Section 439(1) of the German Civil Code (BGB)) is not restricted by this.
(2) Before we acknowledge or fulfil a claim for defects asserted by our customer (including reimbursement of expenses pursuant to Sections 445a(1), 439(2), (3), (6) sentence 2, 475(4) of the German Civil Code (BGB)), we shall notify the seller and request a written statement, providing a brief summary of the facts. If a substantiated statement is not provided within a reasonable period and no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be owed to our customer. In this case, the burden of proof lies with the seller.
(3) Our claims for recourse against suppliers shall also apply if the defective goods have been combined with another product or further processed in any other way by us, our customer or a third party, e.g. through fitting, attachment or installation.
11. Limitation period
(1) The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise specified below.
(2) Notwithstanding Section 438(1)(3) of the German Civil Code (BGB), the general limitation period for claims for defects shall be three years from the transfer of risk. Where acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall apply mutatis mutandis to claims arising from defects of title, although the statutory limitation period for third-party claims for restitution in rem (Section 438(1)(1) of the German Civil Code (BGB)) remains unaffected; Furthermore, claims arising from defects of title shall not become time-barred under any circumstances as long as the third party can still assert the right against us – in particular, in the absence of a limitation period.
(3) The limitation periods under sales law, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the standard statutory limitation period applies (Sections 195, 199 BGB), unless the application of the limitation periods under sales law results in a longer limitation period in individual cases.
12. Quality assurance
You must carry out quality assurance that is appropriate in terms of type and scope and in line with the latest state of the art, and provide us with evidence of this upon request. For all components to be delivered to us, you must carry out a documented outgoing goods inspection with regard to all characteristics necessary for the proper functioning of the delivery item. The inspection reports must be made available to us for inspection upon request and must be archived for a period of 10 years in all cases. You shall conclude a corresponding quality assurance agreement with us, insofar as we deem this necessary.
13. Force majeure and industrial action
(1) Force majeure and industrial action at our premises shall release the contracting parties from their contractual obligations for the duration of the disruption and to the extent of its effect.
(2) We shall be released from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract to that extent if the service/delivery is no longer usable by us due to the delay caused by force majeure or industrial action.
14. Requirements and regulations to be complied with by the supplier
(1) The Supplier warrants that its goods and deliveries comply with the applicable statutory provisions, in particular environmental protection, dangerous goods and accident prevention regulations, as well as the requirements of the applicable Packaging Ordinance, the RoHS Directive, the Act on the Placing on the Market, Take-back and Environmentally Sound Disposal of Electrical and Electronic Equipment (Electrical and Electronic Equipment Act – ElektroG), the Battery Ordinance, the EU Machinery Directive and the EU Chemicals Regulation REACH are observed and implemented. If a declaration of conformity with CE marking or a declaration of incorporation in accordance with the EU Machinery Directive is required for the goods, proof of the risk assessment carried out is automatically part of our order and must be provided by the supplier.
(2) In particular, the supplier is also obliged to comply with the human rights-related and environmental prohibitions under Section 2(2) and Section 2(3) of the Supply Chain Due Diligence Act (LkSG) and must not violate them (see Section 2(4) LkSG). The supplier further undertakes (i) to adequately address the human rights and environmental requirements under Section 2(2) and (3) of the LkSG throughout the supply chain, and (ii) to endeavour to contractually oblige its subcontractors to comply with those requirements. Notwithstanding the above obligations, the Supplier undertakes to comply with our “Supplier Code of Conduct” set out below in Section II, which sets out the ethical standards of conduct, values and principles required by us, in particular human rights and environmental expectations. Furthermore, the Supplier is obliged to indemnify us against any losses we may suffer as a result of the Supplier’s failure to comply with its human rights and environmental obligations or to pass these on properly throughout the supply chain.
(3) The Supplier shall make available to the Purchaser all operational and usage data generated in connection with the use of the delivery item in a standard, machine-readable format and via suitable interfaces on a non-discriminatory basis, and shall enable the Purchaser and third parties authorised by the Purchaser to access and reuse this data to the extent permitted by law, in particular in accordance with the requirements of the EU Data Act.
15. Health and Safety
(1) By accepting this order, you confirm to us that (i) for assignments on our premises as agreed, the Nagel occupational safety regulations, together with all necessary legal requirements and guidelines, and (ii) in the case of assignments agreed to take place at our end customers’ premises, the relevant current safety regulations of our end customers, as set out in the currently applicable end-customer regulations, will be fully observed and strictly adhered to in all cases by you and your employees and/or, where applicable, by your appointed subcontractors.
16. Confidentiality, Advertising
(1) The Supplier shall keep confidential all technical, commercial and other data and information – provided such information is not obvious or in the public domain – arising from or in connection with the business relationship with us, even after the termination of the business relationship; such information may only be made available for the purpose of fulfilling our order and only to those employees whose involvement is necessary for the fulfilment of the order. These employees must be bound by a corresponding confidentiality obligation. Specific confidentiality agreements and statutory provisions on the protection of trade secrets remain unaffected.
(2) The Supplier may only disclose the business relationship with us to third parties and in advertising materials with our prior written consent.
17. Third-party rights
(1) The Supplier warrants that the products supplied by it do not infringe or violate any third-party intellectual property rights in countries of the European Union or other countries in which the Supplier manufactures the products or has them manufactured.
(2) The Supplier is obliged to indemnify us against all claims brought against us by third parties on account of the impairment or infringement of industrial property rights referred to in paragraph 1, and to reimburse us for all necessary expenses incurred in connection with such claims. This right to indemnification applies irrespective of whether the Supplier is at fault.
(3) If claims have been asserted against us, or are to be expected, arising from the infringement or violation of the rights referred to in paragraph 1 above in connection with the Supplier’s goods, the Supplier shall, at its own expense, immediately procure an unrestricted right of use for us or supply replacement goods in accordance with the contract which are free from third-party rights. If neither of these is possible within a reasonable period set by us, we shall be entitled to withdraw from the contract and to claim compensation for the damage incurred by us.
18. Subcontracting/Assignment
(1) The subcontracting of the order or substantial parts thereof to third parties without our prior written consent is prohibited and entitles us to withdraw from the contract in whole or in part and to claim damages.
(2) The supplier is not entitled to assign its claims arising from the contractual relationship to third parties. This does not apply insofar as the claims are monetary claims.
19. Place of performance, jurisdiction, applicable law
(1) Unless expressly agreed otherwise, the place of performance for the delivery obligation is the delivery address or place of use specified by us; for all other obligations of both parties, it is Oberboihinger Str. 60, 72622 Nürtingen.
(2) The exclusive – including international – place of jurisdiction for all disputes arising between the parties from the contractual relationship is Nürtingen, provided that the supplier is a trader within the meaning of the German Commercial Code (HGB), a legal entity under public law or a special fund under public law. The same applies if the seller is an entrepreneur within the meaning of Section 14 of the German Civil Code (BGB). However, in all cases we are also entitled to bring an action at the place of performance of the delivery obligation in accordance with these General Terms and Conditions of Purchase or a prior individual agreement, or at the seller’s general place of jurisdiction.
(3) All legal relationships between you and us shall be governed exclusively by the law of the Federal Republic of Germany, excluding the conflict-of-law rules of private international law. The application of the UN Convention on Contracts for the International Sale of Goods (CISG) and the Hague Uniform Sales Laws is excluded.
II. Supplier Code of Conduct
1. Introduction
NAGEL Technologies GmbH (hereinafter: “NAGEL”) is committed to environmentally and socially responsible corporate governance and attaches great importance internally to compliance with the relevant legal requirements. NAGEL also expects its suppliers to observe and comply with these requirements. This Code of Conduct serves to ensure the effective implementation of these requirements and, to this end, defines the minimum standards of due diligence to be observed within the supply chain.
The standards and regulations of this Code are binding and form the cornerstone of the cooperation between NAGEL and the supplier; they apply for as long as the business relationship exists. A breach of this Code of Conduct may ultimately constitute grounds for NAGEL to terminate the business relationship, including all associated contracts.
The Code of Conduct is based on national laws and regulations such as the Supply Chain Due Diligence Act (LkSG), as well as on international conventions such as the United Nations Universal Declaration of Human Rights, the Guidelines on Children’s Rights and Business, the United Nations Guiding Principles on Business and Human Rights, the International Labour Organisation’s core labour standards, and the United Nations Global Compact.
2. Requirements for suppliers
a) Responsibility regarding human rights
aa) Prohibition of forced labour
No forced labour, slave labour or similar forms of labour may be used. All work must be voluntary and carried out without the threat of punishment. Employees must be able to terminate their employment or employment relationship at any time. Furthermore, there must be no unacceptable treatment of workers (e.g. psychological hardship; sexual or personal harassment; humiliation). The commissioning or use of security personnel must be avoided if their deployment results in persons being treated in an inhumane or degrading manner, being injured, or if freedom of association is impaired.
bb) Prohibition of child labour
Child labour must not be used at any stage of production. The supplier is required to comply with the recommendations of the ILO Conventions regarding the minimum age for the employment of children. Accordingly, the age must not be lower than the age at which compulsory schooling ends under the law of the place of employment, and in any case must not be under 15 years. If children are found to be working, the supplier must document the measures to be taken to remedy the situation and enable the children to attend school. The rights of young workers must be protected; workers under the age of 18 must not be employed in work that is harmful to the health, safety or morals of children. Special protective regulations must be observed.
cc) Fair remuneration
Workers must be paid fairly and in accordance with the applicable legal requirements. Workers must be granted all benefits required by law. Deductions from wages as a disciplinary measure are not permitted.
dd) Fair working hours
Working hours must comply with applicable laws or industry standards.
ee) Freedom of association
The right of workers to form organisations of their choice, to join them, and to engage in collective bargaining and strike action must be respected. Workers’ representatives must be protected from discrimination. Workers must not be discriminated against on the grounds of forming, joining or being members of such an organisation. Employee representatives must be granted free access to their colleagues’ workplaces to ensure that they can exercise their rights in a lawful and peaceful manner.
ff) Prohibition of Discrimination
NAGEL is committed to diversity, equality and inclusion and expects the same from its suppliers. Unequal treatment of employees in any form is prohibited, unless justified by the requirements of the job. This applies, for example, to discrimination on the grounds of gender, race, caste, national, ethnic or social origin, skin colour, disability, health status, political opinion, origin, ideology, religion, age, pregnancy or sexual orientation. The personal dignity, privacy and personal rights of every individual are respected.
gg) Health and safety at work
The supplier is responsible for ensuring a safe and healthy working environment. Necessary preventive measures against accidents and damage to health that may arise in connection with the work are taken through the establishment and application of appropriate occupational safety systems (e.g. by providing the necessary protective equipment, by using state-of-the-art machinery, or by employing occupational safety specialists). Excessive physical or mental fatigue must be prevented by taking suitable measures. In addition, employees are regularly informed and trained on applicable health and safety standards, in particular regarding the safe operation of machinery and fire safety, as well as on relevant measures. Employees are provided with access to drinking water in sufficient quantities and to clean sanitary facilities.
hh) Preservation of natural resources
The supplier must not unlawfully carry out forced evictions or deprive people of land, forests or water bodies whose use secures their livelihoods. They must refrain from harmful soil alterations, water and air pollution, noise emissions and excessive water consumption if this harms people’s health, significantly impairs the natural resources required for food production or prevents people’s access to safe drinking water or sanitation facilities.
ii) Grievance mechanism
The supplier must establish a complaints mechanism for its employees (both individuals and communities) who may be affected by adverse impacts, to which the supplier’s employees can turn. The complaints procedure must be accessible to employees whilst ensuring the confidentiality of their identity and providing effective protection against retaliation. Employees who lodge a complaint regarding breaches of this Code of Conduct or relevant laws must not be subject to any form of disciplinary action.
jj) Handling of conflict materials
Conflict minerals such as tin, tungsten, tantalum and gold, as well as other raw materials such as cobalt, must be sourced in accordance with the Guidelines of the Organisation for Economic Co-operation and Development (OECD) on due diligence to promote responsible supply chains for minerals from conflict-affected and high-risk areas. Smelters and refiners without adequate, audited due diligence processes should be avoided.
b) Environmental responsibility
aa) Treatment and discharge of industrial wastewater
Wastewater from operational activities, manufacturing processes and sanitary facilities must be classified, monitored, checked and, where necessary, treated prior to discharge or disposal. Furthermore, measures should be introduced to reduce the generation of wastewater.
bb) Management of air emissions
General emissions from operational processes (air and noise emissions) as well as greenhouse gas emissions must be classified, routinely monitored, checked and, where necessary, treated prior to their release. The supplier is also responsible for monitoring its exhaust gas treatment systems and is required to find cost-effective solutions to minimise all emissions.
cc) Management of waste and hazardous substances
The supplier shall follow a systematic approach to identify, manage, reduce and responsibly dispose of or recycle solid waste. The prohibitions on the export of hazardous waste set out in the Basel Convention of 22 March 1989, as currently in force, must be observed. Chemicals or other materials that pose a risk when released into the environment must be identified and managed in such a way that safety is ensured during the handling, transport, storage, use, recycling or reuse, and disposal of these substances. Mercury must be used in accordance with the prohibitions of the Minamata Convention of 10 October 2013, and persistent organic pollutants in accordance with the Stockholm Convention of 23 May 2001, as currently in force.
dd) Reducing the consumption of raw materials and natural resources
The use and consumption of resources during production and the generation of waste of any kind, including water and energy, must be reduced or avoided. This is to be achieved either directly at source or through processes and measures, for example by modifying production and maintenance processes or operational procedures within the company, by using alternative materials, through savings, through recycling or by reusing materials.
ee) Energy consumption and efficiency
Energy consumption must be monitored and documented. Cost-effective solutions must be found to improve energy efficiency and minimise energy consumption.
c) Ethical business conduct
aa) Fair competition
The standards of fair business practice, fair advertising and fair competition must be observed. Furthermore, the applicable competition laws must be applied, which prohibit, in dealings with competitors, in particular collusion and other activities that influence prices or terms and conditions. Furthermore, these regulations prohibit agreements between customers and suppliers that are intended to restrict customers’ freedom to determine their prices and other terms autonomously when reselling.
bb) Confidentiality/Data Protection
The Supplier undertakes to meet the reasonable expectations of NAGEL, its suppliers, customers, consumers and employees regarding the protection of personal data. When collecting, storing, processing, transmitting and disclosing personal data, the Supplier must comply with data protection and information security laws, in particular the General Data Protection Regulation, and the relevant regulatory requirements.
cc) Intellectual property
Intellectual property rights must be respected; the transfer of technology and know-how must take place in such a way that intellectual property rights and third-party information are protected.
dd) Integrity/Bribery, Taking Advantage
All business activities must be conducted in accordance with the highest standards of integrity, and conflicts of interest must be avoided. The supplier must pursue a zero-tolerance policy regarding all forms of bribery, corruption, extortion and embezzlement. Procedures for monitoring and enforcing these standards must be implemented to ensure compliance with anti-corruption laws.
ee) Financial Responsibility, Money Laundering and Export Controls
The supplier must comply with all legal obligations regarding the prevention of money laundering. The supplier shall not participate in transactions designed to conceal or integrate criminal or illegally acquired assets. It shall comply with all applicable import and export control regulations, in particular all sanctions, embargoes, regulations, government orders and guidelines concerning the transport or shipment of goods and technologies. We reserve the right.
ff) Compliance with all regulatory requirements
The supplier shall comply with all laws, regulations, requirements and other regulatory requirements applicable to them. The supplier must comply with all applicable import and export control regulations, in particular all sanctions, embargoes, regulations, government orders and guidelines concerning the transport or shipment of goods and technologies.
3. Implementation of requirements
a) Compliance with and dissemination of the requirements
The Supplier undertakes to comply with the standards and regulations set out in this Code of Conduct, in particular those relating to human rights and the environment.
The Supplier further undertakes (i) to address appropriately the human rights and environmental expectations set out in this Code of Conduct throughout the supply chain, and (ii) to endeavour to contractually oblige its subcontractors to comply with the standards and regulations set out in this Code of Conduct.
b) Monitoring mechanism
We expect our suppliers to identify risks within their supply chains and take appropriate measures. In the event of breaches or suspected breaches of the provisions of this Code of Conduct, and to safeguard supply chains with heightened risks, the Supplier shall inform NAGEL promptly and, where necessary, on a regular basis of the identified breaches and risks, as well as the measures taken.
NAGEL may verify the supplier’s compliance with the standards and regulations set out in this Code of Conduct, e.g. by means of a self-assessment questionnaire and risk-based audits at the supplier’s production sites. The Supplier agrees that NAGEL may carry out such audits once a year or for a specific reason to verify compliance with this Code of Conduct at the Supplier’s premises during normal business hours, following reasonable notice, by persons appointed by NAGEL, and agrees to disclose to NAGEL accurate records of business transactions in this regard. The Supplier may object to individual audit measures if these would violate mandatory data protection regulations.
Should a breach of the provisions of this Code of Conduct be identified, NAGEL shall notify the Supplier of this in writing without delay within one month and set a reasonable deadline for the Supplier to bring its conduct into line with the provisions of this Code of Conduct. If a remedy is not possible within the foreseeable future, the Supplier must notify NAGEL immediately and, together with NAGEL, draw up a plan with a timetable to end or minimise the breach. If such a breach was committed culpably and the set deadline expires without result, or if the implementation of the measures contained in the plan does not remedy the situation after the expiry of the timetable, NAGEL may terminate the business relationship by giving notice of termination, provided that NAGEL has threatened to do so when setting the deadline. Any statutory right to extraordinary termination without notice, in particular in the event of breaches of the provisions of this Code of Conduct deemed to be serious, remains unaffected, as does the right to compensation.
Addendum to II. Supplier Code of Conduct
d) Extended ethical and environmental requirements
gg) Ethical recruitment
The supplier shall ensure that all recruitment processes are fair, transparent and free from exploitation. In particular, employees must not be charged any unlawful fees in connection with their employment. Identity documents must not be retained. The terms and conditions of employment must be communicated clearly and comprehensibly before work commences.
hh) Prevention of plagiarism and protection of intellectual property
The supplier undertakes not to manufacture or distribute any plagiarised or unlawfully imitated products. All products, services and deliverables must be free from any infringement of third-party intellectual property rights. Development and design work must be carried out in compliance with applicable intellectual property rights.
Addition: Environment and Sustainability (to be added under b) Environmental Responsibility)
ff) Decarbonisation and climate protection
The Supplier undertakes to take measures to reduce greenhouse gas emissions and to implement long-term strategies for the decarbonisation of its business. This includes, in particular, increasing energy efficiency and the use of renewable energies, insofar as this is technically and economically feasible.
gg) Use of recycling and reuse
The supplier is required to increase the use of recycled materials and to establish concepts for the reuse of raw materials and products. The aim is to promote a circular economy and reduce waste.
hh) Animal welfare and biodiversity
The supplier undertakes to protect animals and to comply with recognised standards in the handling of animal-based raw materials. Furthermore, measures to preserve biodiversity must be supported and negative impacts on ecosystems minimised.
ii) Land use and deforestation
The supplier shall ensure that its business activities do not contribute to illegal deforestation or harmful land-use changes. In particular, supply chains must be kept free of raw materials derived from illegal clearing or unsustainable management.
e) Definitions, standards and implementation in the supply chain
aa) Definition and application of standards
The supplier undertakes to implement the aforementioned requirements on the basis of recognised international standards (e.g. ISO standards, OECD Guidelines, UN Global Compact) and to define them internally accordingly.
bb) Implementation through the supplier’s own supply chain (subcontractors)
The supplier must ensure that the requirements defined in this Code of Conduct are also complied with by its own suppliers and subcontractors throughout the entire supply chain. To this end, appropriate monitoring and control measures (e.g. supplier assessments, audits, contractual obligations) must be implemented.
NAGEL Technologies GmbH
Oberboihinger Str. 60
72622 Nürtingen
As of 05/2026
§ 1 General
§ 1 Scope of application These terms and conditions apply to services such as commissioning, repairs, inspections or conversion of machines and systems, unless otherwise agreed in individual cases. Subsidiary agreements and amendments require a written declaration. § 2 Installation price and installation invoicing
I. General conditions
I.1 Place of performance, place of jurisdiction and applicable law
The place of fulfillment and jurisdiction for all services, deliveries and payments is the location of the Contractor’s branch office. The contract is subject to the law of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (UN Sales Convention) of April 11, 1980 is excluded.
I.2 Contractual conditions
The Contractor’s offers are subject to change. Unless otherwise agreed in writing, all incoming orders shall only be executed in accordance with the following terms and conditions. Terms and conditions of purchase and other terms and conditions of business of the Client shall not be recognized, even if they are not expressly contradicted. The contracting parties shall confirm verbal agreements in writing without delay.
I.3 Pricing
Prices are quoted in EURO ex works excluding VAT and costs for any packaging. If significant changes in order-related costs occur after conclusion of the contract, each contracting party shall be entitled to demand an appropriate adjustment of the prices, taking these factors into account.
I.4 Payment
Invoices shall be payable immediately upon receipt without any deductions. If the due date is exceeded, the Contractor shall be entitled to charge interest on arrears at the prime rate charged by the bank to the Contractor for overdraft facilities, but at least 8% above the respective prime rate of the European Central Bank. The Client shall have no right of retention or set-off unless counterclaims are undisputed or have been recognized by declaratory judgment.
I.5 Lien
The Contractor shall have a lien on the Client’s workpieces for all present and future claims as soon as they are handed over for heat treatment. The legal consequences of the law §§ 1204 ff BGB and the Insolvency Code shall apply accordingly.
II Terms and conditions of execution and delivery
II.1 Information from the client
All workpieces handed over for heat treatment must be accompanied by an order or delivery bill containing the following information:
a) Designation, quantity, net weight, value of the parts and type of packaging;
b) Material quality (standard designation or steel brand and steel manufacturer);
c) The desired heat treatment, in particular
aa) For case-hardening steels in accordance with DIN 6773, either the required carburizing depth with limiting carbon content (e.g. At 0.35 = 0.8 + 0.4 mm) or the prescribed case-hardening depth with reference hardening value and surface hardness (e.g. Eht 550 HV1 = 0.2 – 0.4 mm).At 0.35 = 0.8 + 0.4 mm) or the prescribed case hardening depth with reference hardness value and surface hardness (e.g. Eht 550 HV1 = 0.2 – 0.4 mm, surface hardness = at least 700 HV5);
bb) for quenched and tempered steels, the required tensile strength. Unless otherwise agreed, the ball indentation test according to Brinell on the surface is decisive for determining this;
cc) for tool and high-speed steels, the desired degree of hardness according to Rockwell or Vickers;
dd) for nitriding steels, the desired nitriding hardness depth (Nht);
ee) for induction and flame hardening, the desired surface hardness depth (Rht) with reference hardness value and surface hardness and the position of the area to be hardened;
ff) for salt bath nitrocarburizing and gas short-time nitriding, either the treatment duration or the desired thickness of the bonding zone;
d) information on the desired test method, the test body and the test load (see DIN test standards);
e) further information or regulations necessary for the success of the treatment (see DIN 6773, DIN EN 10 052, DIN 17021, DIN 17023).
If partial hardening is required, drawings must be enclosed showing which areas must become hard or remain soft. If similar workpieces are manufactured from different steel melts, this must be indicated. Similarly, special requirements for dimensional accuracy or surface condition must be noted on the delivery documents. The client must make special reference to welded or soldered workpieces and those containing hollow bodies at
.
The contractor shall check the content and completeness of the information provided by the client within the scope of his knowledge. In the event of justified doubts about successful heat treatment, the Contractor shall inform the Client.
II.2 Delivery time
The delivery period shall commence as soon as the contracting parties have clarified the order and the Client has fulfilled all requirements. For procedural reasons, the delivery time shall only be deemed to have been agreed as approximate and shall be extended appropriately – even within a delay in delivery – if unforeseeable obstacles occur which the Contractor was unable to avert despite exercising reasonable care in the circumstances of the case. Unforeseeable hindrances shall be deemed to be any
initially unrecognizable multiple treatments, serious operational disruptions in the Contractor’s own operations through no fault of its own, caused e.g. by strike, lockout, accidents, transport difficulties, shortage of operating materials, difficulties in energy supply and operational disruptions in the operations of suppliers.
The Contractor must provide evidence of this.
If the Contractor can foresee that it will not be able to meet the delivery time, it shall inform the Client of this immediately, inform it of the reasons for this and state a new possible delivery date.
II.3 Transfer of risk
Unless otherwise agreed, the heat treatment goods shall be delivered by the Client at its own expense and risk and collected after completion.
The risk shall pass to the Client upon handover to the railroad, the forwarding agent or the carrier or upon commencement of storage, but at the latest upon leaving the factory or warehouse, even if the Contractor has undertaken delivery and collection with its own fleet of vehicles.
II.4 Audit
Before leaving the hardening shop, the heat treatment material is tested to the extent customary in the industry and, if necessary, according to the client’s specifications. Further tests and analyses shall only be carried out on the basis of special agreements. The Contractor’s outgoing inspection does not release the Client from its obligation to inspect incoming goods.
II.5 Material defects
The desired heat treatment shall be carried out as a service with the necessary care and suitable means after the order has been placed on the basis of the information in accordance with Section II.1. No guarantee is given for the success of the heat treatment, e.g. for freedom from distortion and cracks, surface hardness, hardening, through-hardening, galvanizability, etc., in particular due to possible different hardenability of the material used, hidden defects, unfavorable shaping or due to any changes made in the previous work process.
If the heat treatment does not lead to success without the Contractor being responsible for this, e.g. because the Client made the information required in Section II.1 the Contractor did not know and could not have known of hidden defects in the workpiece before carrying out the heat treatment or because properties of the material used, the shaping or the condition of the workpieces delivered made successful heat treatment impossible, but the Contractor did not know and could not have known this, the treatment fee shall nevertheless be paid.
Necessary subsequent treatments shall be invoiced separately under the aforementioned conditions. Defects must be reported to the Contractor in writing immediately after the transfer of risk. Hidden defects must be reported in writing immediately after discovery, but at the latest within 12 months of the transfer of risk. This period shall also apply to the limitation period for claims for material defects, unless longer periods are prescribed by law, in particular for defects in a
building and for workpieces that have been used for a building in accordance with their normal use and have caused its defectiveness. The contractor must be given the opportunity to inspect and rectify any complaint. If the Contractor does not comply with its obligation to re-treat
or does not comply with the contract within a reasonable period of time, the Client may reduce the treatment fee, withdraw from the contract or carry out the necessary re-treatment itself or have it carried out by a third party at the Contractor’s expense after the unsuccessful expiry of a reasonable deadline set in writing. For damage to the heat treatment material and for other damage caused by defects, the Contractor shall only be liable for reasonably foreseeable damage typical of the contract. The burden of proof of a defect lies with the Client.
The warranty periods and limitations also apply to any subsequent treatment. If rejected workpieces have been processed or further processed without the written consent of the Contractor, the warranty obligation shall lapse. No claims for defects can be asserted for the shrinkage that is customary in the industry and occurs to a reasonable extent during the hardening process of mass-produced items and small parts. If the Contractor carries out straightening work at the request of the Client, it shall not accept any liability for any breakage that may occur in the process. If insulating agents are used to prevent carburization or nitriding, no guarantee can be given for success.
II.6 Liability
With regard to the heat treatment to be carried out, the Client shall be responsible for the production of the workpieces in accordance with the rules of technology, for the correctness and completeness of the required information in accordance with II.1 and for heat treatment instructions adapted to the subsequent intended use. The Contractor shall not be liable – insofar as no written agreements have been made by both parties – for damage resulting from a treatment proposed by him and approved by the Client.
The Contractor assumes that the Client, for his part, will carry out the inspections necessary for the fulfillment of the duty to maintain safety. Claims of an indirect nature, in particular those arising from damage to objects that are not identical to the workpiece, shall not be recognized by the Contractor.
The above limitations of liability shall not apply in the event of intent, gross negligence on the part of the Contractor’s legal representatives or executive employees or in the event of culpable breach of material contractual obligations.
In the event of culpable breach of material contractual obligations, the Contractor shall be liable – except in cases of intent or gross negligence on the part of its legal representatives or executives – only for reasonably foreseeable damage typical of the contract.
Furthermore, the limitation of liability shall not apply in cases in which liability exists under the Product Liability Act for personal injury or property damage to privately used objects in the event of defects in the products supplied. It also does not apply in the event of injury to life, body or health and in the absence of warranted characteristics or in the absence of a guaranteed quality, if and to the extent that the assurance or guarantee was specifically intended to protect the contractual partner against damage that did not occur to the
heat treatment material itself.
Insofar as the liability of the contractor is excluded or limited, this also applies to the personal liability of its employees, workers, staff, legal representatives and vicarious agents.
The statutory provisions on the burden of proof remain unaffected by this.
II.7 Partnership clause
For all compensation payments, in particular for the amount of compensation, the economic circumstances of the contractual partners, the type, scope and duration of the business relationships and the value of the heat treatment services shall be taken into account appropriately in good faith.
The General Terms and Conditions for Contract Hardening Shops were registered with the Federal Cartel Office in Berlin on April 1, 2003 in accordance with Section 22 (3) No. 2 of the Act against Restraints of Competition and published in the Federal Gazette on April 16, 2003.
Supplementary information on applicable standards:
The DIN 6773 standard referred to in section II.1 “Information from the client” was replaced in February 2008 by DIN ISO 15787: Technical product documentation – Heat-treated ferrous parts – Presentation and specifications (ISO 15787:2001).
§ 1 General The following terms and conditions apply exclusively; we do not recognize any general terms and conditions of the customer that deviate from our terms and conditions without our express written consent. § 2 Quotation Our quotations are always non-binding and net ex works without packaging and transportation in euros plus the statutory value added tax applicable at the time of invoicing. The remuneration shall be agreed separately. If, in individual cases, a specific remuneration is not specified or is not possible, invoicing shall be on a time and material basis. § 3 Acceptance of order An order shall only be accepted upon our written confirmation. Additional agreements must be confirmed in detail in writing without delay. § 4 Delivery, collection and transfer of risk The parts to be processed and the necessary technical documents must be delivered by the customer in good time at the agreed time. The customer shall be responsible for ensuring that they are of normal design, quality and made of normal or specified materials. The parts must not have any defects, e.g. blowholes, especially not those that make processing more expensive, e.g. hard spots, etc. Any additional costs incurred for processing and for tools that have become unusable shall be borne by the customer. If the parts prove to be unusable during processing for reasons for which the processor is not responsible, he may demand the part of the remuneration corresponding to the work performed and the expenses not included in the remuneration. The processor shall not be obliged to carry out a special examination of the (technical) documents or the parts to be processed without express notification. Unless otherwise agreed in writing, the workpieces shall be delivered by the customer at his own expense and risk and collected after completion. The risk shall pass to the customer upon handover to the relevant transport company, the customer’s own fleet of vehicles, the start of storage, but at the latest upon leaving the factory. There is no insurance cover during the processing time at the processor’s plant. The customer must ensure that existing insurance cover is maintained § 5 Processing period Unless otherwise agreed, all stated delivery periods are approximate and non-binding for us. If the parts to be processed or other (technical) documents essential for processing are delivered at a later date, a new completion date must be agreed. The processing period shall commence on the date of order confirmation, but only after complete clarification of all technical details. Delays caused by incorrect, missing or incomplete information on the part of the customer may extend the agreed delivery periods by a corresponding period. The delivery period shall be deemed to have been fulfilled upon completion of the goods in the factory. Partial deliveries cannot be rejected. Delays due to force majeure shall entitle the processor to postpone the delivery by the duration of the hindrance and a reasonable start-up time or to withdraw from the contract if the delay lasts more than 4 weeks. In this case, the processor shall be entitled to remuneration for the work performed up to the occurrence of the hindrance, together with the expenses not included therein. Force majeure shall include all reasons that make delivery difficult or impossible for the processor. If the customer suffers damage as a result of the delay on the part of the processor, this shall be limited in total to a maximum of 50% of the remuneration for those parts to be processed which cannot be used on time or in accordance with the contract as a result of the delay. If the customer sets the processor a reasonable deadline for performance after the due date, taking into account the statutory exceptions, and if the deadline is not met, the customer shall be entitled to withdraw from the contract within the framework of the statutory provisions. There shall be no further claims for default. The fulfillment of the processing deadline presupposes the fulfillment of the customer’s contractual obligations. § 6 Claims for defects The processor shall provide a warranty for defects in processing to the exclusion of further claims as follows: The customer may demand that the defect be rectified free of charge. However, the processor may refuse to do so if it requires disproportionate effort. If the processor refuses to rectify the defect because it requires disproportionate effort, he shall be obliged either to credit the customer with an amount corresponding to the price for processing the defective parts or to carry out the processing again free of charge on parts which the customer provides again free of charge. The customer shall give the processor the necessary time and opportunity to carry out all necessary subsequent performance work, otherwise the processor shall be released from liability for defects. § 6 Liability If a part supplied by the customer is damaged or destroyed through the fault of the processor, the processor shall, if subsequent performance is not possible or unless otherwise agreed, be obliged, at the customer’s option, either to credit the customer with an amount corresponding to the price for processing the workpieces concerned or to carry out the processing again free of charge, in which case the customer shall make the parts available to the processor again free of charge. For damage that has not occurred to the processed parts, the processor shall only be liable, for whatever legal reasons
