GTC

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General Terms and Conditions of Purchase and Code of Conduct for Suppliers (04/2024)

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 delivery of movable goods (“Goods”), irrespective of whether the Seller manufactures the Goods itself or purchases them from suppliers (Sections 433, 650 BGB).

(2) These AEB shall only apply if the Seller is an entrepreneur (§ 14 BGB), a legal entity under public law or a special fund under public law.

(3) These GTCP shall apply exclusively. We do not recognize any conflicting, supplementary or deviating terms and conditions unless we have expressly agreed to their validity in writing. These terms and conditions shall also apply if we do not declare any objection to their use or accept the ordered delivery/service without reservation in the knowledge of conflicting, supplementary or deviating terms and conditions. These terms and conditions shall apply in the version valid at the time of the order or in any case in the version last communicated to the supplier in text form as a framework agreement also for all future transactions with you as the supplier, without us having to refer to them again in each individual case. Any individual agreements (e.g. framework supply agreements, 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. Written form within the meaning of these GPC includes written and text form (e.g. letter, e-mail, fax). Statutory formal requirements and further evidence, in particular in the event of doubts about the legitimacy of the declaring party, shall remain unaffected.

2. order, conclusion of contract

(1) The Seller is obliged to confirm our order in writing within a period of 10 working days or to execute it without reservation by dispatching the goods (acceptance). Delayed acceptance shall be deemed a new offer and requires acceptance by us. Decisive for the timely acceptance is the receipt of the declaration of acceptance by us stating our order number.

(2) Only orders placed in writing shall be legally binding. The drawings, descriptions, calculations or other documents of any kind belonging to the order shall be binding for the supplier upon execution of the order. The supplier must notify us of obvious errors (e.g. typing and calculation errors) and incompleteness of the order including the order documents for the purpose of correction or completion before acceptance. Subsequent changes or additions to our order can only be agreed in writing.

(3) The preparation of offers 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 written notification with a notice period of at least [14] calendar days before the agreed delivery date. The same shall apply to changes to product specifications insofar as these can be implemented within the framework of the Supplier’s normal production process without significant additional expense, whereby in these cases the notification period in accordance with 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 delays in delivery which cannot be avoided in the supplier’s normal production and business operations with reasonable efforts, the originally agreed delivery date shall be postponed accordingly. The supplier shall notify us in writing of the additional costs or delays in delivery to be expected by him on the basis of a careful assessment in good time before the delivery date, but at least within [7] working days of receipt of our notification in accordance with sentence 1.

(5) We are entitled to terminate the contract at any time by written declaration stating the reason if we can no longer use the ordered goods in our business operations due to circumstances occurring after conclusion of the contract. In this case, we shall reimburse 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 “free domicile” to the place specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to our registered office in Nürtingen. The respective place of destination is also the place of performance for the delivery and any subsequent performance (obligation to be performed at the place of performance). Deliveries of goods must be made exclusively on working days (Monday to Friday) from 7.00 am to 3.00 pm.

(2) We are only obliged to accept the quantities or numbers of items ordered by us; this also applies to goods that are specially manufactured for us (“custom-made products”). Over- or under-deliveries are only permitted after prior written agreement with us. Advance and partial deliveries are only possible after written confirmation by our purchasing department. Sample deliveries must be marked as such.

(3) Each order must be packed individually. The goods shall be packed in an environmentally friendly manner and in such a way that damage during transportation is excluded. Packaging materials shall be used to the extent necessary to achieve this purpose.

(4) The delivery is only complete if the corresponding delivery bill is also supplied. Certificates on material tests, test reports or other documentation belonging to the delivery form an integral part of the delivery and must be sent to us independently of the invoice and, if possible, 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. If acceptance has been agreed, this shall be decisive for the transfer of risk. The statutory provisions of the law on contracts for work and services shall also apply accordingly in the event of acceptance. If we are in default of acceptance, this shall be deemed equivalent to handover or acceptance.

(6) The statutory provisions shall apply to the occurrence of our default of acceptance. However, the Seller must also expressly offer us its performance if a specific or determinable calendar time has been agreed for an action or cooperation on our part (e.g. provision of material). If we are in default of acceptance, the Seller may demand compensation for its additional expenses in accordance with the statutory provisions (cf. Section 304 BGB). If the contract relates to a non-fungible item to be manufactured by the Seller (individual production), 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 shall be determined by the receipt of goods and documentation at the place of receipt or use specified by us; the timeliness of deliveries with installation or assembly and of services shall be determined by 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 conclusion of the contract.

(3) The supplier is obliged to inform our Purchasing Department immediately in writing if circumstances arise or become apparent which mean that the delivery time cannot be met.

(4) If the day on which the delivery must be made at the latest can be determined on the basis of the contract, the supplier shall be in default at the end of this day without the need for a reminder from us.

(5) If the Supplier is in default with its delivery, our rights – in particular to rescission and 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 including statutory value-added tax if this is not shown separately. Invoices shall be sent to us separately in duplicate after delivery, showing the statutory VAT and stating the complete order number.

(2) The agreed prices are fixed prices. Additional claims of any kind are excluded. Unless otherwise agreed in individual cases, costs for packaging and transportation to the agreed shipping address or place of use or to the shipping address or place of use specified by us as well as for customs clearance, insurance and all ancillary services of the supplier (e.g. assembly, installation) are included in these prices.

(3) The agreed purchase prices shall be due for payment within 30 calendar days of complete delivery and performance (including any agreed acceptance) or after receipt of an invoice in accordance with the statutory requirements and the requirements specified in paragraph 1 above and, if applicable, receipt of the documentation in accordance with clause 3 paragraph 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 bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.

(4) Our order number, the article number, delivery quantity and delivery address must be stated in all order confirmations, delivery documents and invoices. Should one or more of these details be missing and should processing by us be delayed as a result in the course of our normal business transactions, the aforementioned payment deadlines shall be extended by the period of the delay. Our payments do not constitute an acknowledgement of fulfillment or a waiver of warranty rights.

(5) We shall not owe any interest on arrears. The statutory provisions shall apply to default of payment, whereby we shall owe default interest in the amount of five percentage points above the respective base interest rate.

(6) We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent permitted by law. In particular, we shall be entitled to withhold due payments as long as we are still entitled to claims against the supplier arising from incomplete or defective services.

(7) The Supplier shall only have a right of set-off or retention on the basis of legally established or undisputed counterclaims.

6. protection of property

(1) We reserve ownership rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and insofar as the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets shall remain unaffected.

(2) The supplier may not use or sell goods manufactured according to our specifications, drawings, models or the like himself, nor pass them on or disclose them to third parties.

(3) The above provision shall apply accordingly to substances and materials (e.g. software, finished and semi-finished products) as well as to tools, templates, samples and other items that we provide to the Seller for production. Such items shall – as long as 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 combination (further processing) of items provided by the Seller shall be carried out on our behalf. The same shall apply in the event of further processing of the delivered goods by us, so that we shall be deemed to be the manufacturer and shall 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 without regard to the payment of the price. If, however, in individual cases we accept an offer of the seller to transfer ownership conditional on 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. We remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price with advance assignment of the resulting claim (alternatively validity of the simple reservation of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the retention of title extended to further processing.

7. spare parts, service and maintenance

(1) The supplier undertakes to provide us with spare parts for a period of at least 10 years after the delivery of a product and to deliver them to us.

(2) If the supplier intends to discontinue the production of spare parts for the goods delivered to us, he shall inform us of this immediately after the decision on the discontinuation.

(3) The supplier must provide qualified specialist personnel as well as wear and spare parts within 24 hours of our request at our factory – even after the warranty has expired. This provision shall apply if our request is received by the supplier between 7.30 a.m. and 4 p.m. from Monday to Friday. In the event of notification after 4.00 p.m., the deadline shall run from 7.30 a.m. on the following working day.

8. Defective delivery

(1) The statutory provisions and, exclusively in our favor, the following supplements and clarifications shall apply to our rights in the event of material defects and defects of title of the goods (including incorrect and short delivery as well as improper assembly/installation or defective instructions) and in the event of other breaches of duty by the seller.

(2) In accordance with the statutory provisions, the Seller shall be liable in particular for ensuring that the goods have the agreed quality upon transfer of risk to us. In any case, those product descriptions which – in particular by designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these GPC shall be deemed to be 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 responsible for providing and updating the digital content to the extent that this results from a quality agreement in accordance with para. 2 or other product descriptions of the manufacturer or on his behalf, in particular on the Internet, in advertising or on the product label.

(4) We are not obliged to inspect the goods or make special inquiries about any defects upon conclusion of the contract. Partially deviating from § 442 para. 1 sentence 2 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 due to gross negligence.

(5) The statutory provisions (§§ 377, 381 HGB) shall apply to the commercial obligation to inspect and give notice of defects with the following proviso: Our obligation to inspect shall be limited to defects which become apparent during our incoming goods inspection under external examination including the delivery documents (e.g. transport damage, incorrect and short delivery) or which are recognizable during our quality control in the random sampling procedure. If acceptance has been agreed, there is no obligation to inspect. Otherwise, it depends on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notification of defects) shall in any case be deemed to be immediate and timely if it is sent within [5] working days of discovery or, in the case of obvious defects, of delivery.

(6) Subsequent performance shall also include the removal of the defective goods and reinstallation, provided that the goods were installed in another item or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) shall remain unaffected. The expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs and, if applicable, removal and installation costs, shall be borne by the seller even if it turns out that there was actually no defect. Our liability for damages in the event of unjustified requests to remedy defects shall remain unaffected; however, we shall only be liable in this respect if we recognized or were grossly negligent in not recognizing that there was no defect.

(7) Notwithstanding our statutory rights and the above provisions, the following shall apply: If the Seller does not fulfill its obligation to provide subsequent performance – at our discretion by remedying the defect (rectification) or by delivering a defect-free item (replacement delivery) – within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement of the expenses required for this or a corresponding advance payment from the Seller. If subsequent performance by the Seller has failed or is unreasonable for us (e.g. due to particular urgency, endangerment of operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Seller of such circumstances immediately, if possible in advance.

(8) Otherwise, in the event of a material defect or defect of title, we shall be entitled to reduce the purchase price or to withdraw from the contract in accordance with the statutory provisions. In addition, we shall be entitled to compensation for damages and expenses in accordance with the statutory provisions.

9. product liability

(1) The supplier shall indemnify us against all third-party claims for compensation arising from product and producer liability if and to the extent that the cause of such claims lies within the supplier’s sphere of control or organization and the supplier itself is liable to third parties. In such cases of damage, the supplier shall also be liable for the costs of any recall of our products that becomes necessary and for those compensation payments (including the costs that have become necessary for appropriate legal action) that we have agreed to make to the third party out of court, taking into account the interests of the supplier. Other statutory claims shall remain unaffected.

(2) The Supplier shall bear all costs of measures that are required for the (also precautionary) rectification of defects, in particular due to our product monitoring obligation.

(3) The Supplier shall mark the delivery items in such a way that they are permanently recognizable as your goods and can be traced or traced back.

(4) The supplier shall take out and maintain product liability insurance with a lump sum cover of at least EUR 5 million per personal injury/property damage and shall provide us with suitable confirmation of the scope, existence and duration of the insurance cover on request.

10. supplier recourse

(1) We shall be entitled to our statutory claims for expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b or Sections 445c, 327 (5), 327u BGB) without restriction in addition to the claims for defects. In particular, we are entitled to demand exactly the type of subsequent performance (rectification or replacement delivery) from the seller that we owe 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 to choose (Section 439 (1) BGB) is not restricted by this.

(2) Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to §§ 445a para. 1, 439 para. 2, 3, 6 sentence 2, 475 para. 4 BGB), we shall notify the seller and request a written statement, briefly explaining the facts of the case. If a substantiated statement is not made within a reasonable period of time 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 seller shall be responsible for providing evidence to the contrary.

(3) Our claims arising from supplier recourse 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. by installation, attachment or installation.

11. statute of limitations

(1) The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated below.

(2) Notwithstanding § 438 para. 1 no. 3 BGB, the general limitation period for claims for defects is 3 years from the transfer of risk. If acceptance has been agreed, the limitation period shall commence upon acceptance. The 3-year limitation period shall also apply accordingly to claims arising from defects of title, whereby the statutory limitation period for claims in rem for restitution by third parties (§ 438 para. 1 no. 1 BGB) shall remain unaffected; claims arising from defects of title shall in no case become time-barred as long as the third party can still assert the right – in particular in the absence of a limitation period – against us.

(3) The limitation periods of sales law, including the above extension, shall 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 regular statutory limitation period (§§ 195, 199 BGB) shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

12. quality assurance

You shall carry out quality assurance that is suitable in type and scope and corresponds to the latest state of the art and provide us with evidence of this upon request. For all components to be delivered to us, you shall carry out a documented outgoing goods inspection with regard to all features necessary for the proper functioning of the delivery item. The test reports must be handed over to us for inspection on request and in any case archived for a period of 10 years. You shall conclude a corresponding quality assurance agreement with us insofar as we deem this necessary.

13. force majeure and labor disputes

(1) Force majeure and labor disputes in our company 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 this extent if the service/delivery can no longer be used by us due to the delay caused by force majeure or the labor dispute.

14 Specifications 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 provisions of the applicable Packaging Ordinance, the RoHS Directive, the Act on the Placing on the Market, Return and Environmentally Sound Disposal of Electrical and Electronic Equipment (Electrical and Electronic Equipment Act – ElektroG), the Battery Ordinance, the EU Machinery Directive, the EU Chemicals Regulation REACH and are 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 and environmental prohibitions pursuant to Section 2 (2) and Section 2 (3) of the German Supply Chain Due Diligence Act (LkSG) and must not violate them (cf. Section 2 (4) LkSG). The Supplier also undertakes (i) to appropriately address the human rights and environmental requirements pursuant to Section 2 (2) and (3) LkSG along the supply chain, and (ii) to endeavor 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“, 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 all damages that we suffer as a result of the supplier not complying with its human rights and environmental obligations or not passing these on properly along the supply chain.

15. occupational safety

By accepting your order, you confirm to us that (i) in the case of correspondingly agreed assignments on our company premises, the Nagel occupational safety regulations with all the necessary legal requirements and guidelines and (ii) in the case of correspondingly agreed assignments at our end customers, the respective current safety regulations of our end customers from the currently applicable end customer regulations will be fully observed and fully complied with in all cases by you and your employees and/or, if applicable, by your commissioned subcontractors.

16. confidentiality, advertising

(1) The supplier shall keep secret all technical, commercial and other data and information, unless they are obvious or generally known, which arise from or are connected with the business relationship with us, even after the end of the business relationship; they may only be made accessible for the execution of our order and only to those employees whose involvement in the fulfillment of the order is necessary. These employees must be bound to secrecy accordingly. Special confidentiality agreements and statutory provisions on the protection of secrets shall remain unaffected.

(2) The supplier may only disclose the business relationship with us to third parties and in advertising materials with our written consent.

17. rights of third parties

(1) The Supplier warrants that the products supplied by it do not infringe or violate any third-party property rights in countries of the European Union or other countries in which it manufactures the products or has them manufactured.

(2) The supplier shall be obliged to indemnify us against all claims asserted against us by third parties due to the impairment or infringement of industrial property rights referred to in paragraph 1 and to reimburse us for all necessary expenses in connection with such claims. This claim shall exist irrespective of any fault on the part of the supplier.

(3) If claims have been asserted or are expected to be asserted against us arising from the impairment or infringement of the rights referred to in paragraph 1 above in connection with the supplier’s goods, the supplier shall immediately provide us with an unrestricted right of use at its own expense or deliver replacement items in accordance with the contract which are free of third-party rights. If neither is possible within a reasonable period of time set by us, we shall be entitled to withdraw from the contract and demand compensation for the damage incurred by us.

18. transfer of order/assignment

(1) The transfer of the order or significant parts thereof to third parties without our prior written consent is not permitted 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 shall not apply insofar as monetary claims are concerned.

19 Place of performance, place of jurisdiction, applicable law

(1) Unless expressly agreed otherwise, the place of performance for the delivery obligation shall be the shipping address or place of use requested by us, for all other obligations of both parties Oberboihinger Str. 60, 72622 Nürtingen.

(2) The exclusive – also international – place of jurisdiction for all disputes arising between the parties from the contractual relationship is Nürtingen, provided that the supplier is a merchant 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 § 14 BGB. However, in all cases we shall also be 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 an overriding 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 laws 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 Laws on the International Sale of Goods is excluded.

II Supplier Code of Conduct

1. introduction

NAGEL Maschinen- und Werkzeugfabrik GmbH (hereinafter referred to as “NAGEL”) is committed to ecologically and socially responsible corporate management and attaches great importance internally to compliance with the existing legal requirements in this respect. NAGEL also expects its suppliers to observe and comply with these requirements. This Code of Conduct serves the effective implementation of these requirements and defines the minimum standards of due diligence to be observed in the supply chain for this purpose.

The standards and regulations of this Code are binding and form the basis of the cooperation between NAGEL and the supplier; they apply as long as the business relationship exists. A breach of this Code of Conduct may ultimately be reason and cause 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 international conventions such as the United Nations Universal Declaration of Human Rights, the Guidelines on the Rights of the Child and Business Conduct, the United Nations Guiding Principles on Business and Human Rights, the International Labor Standards of the International Labor Organization and the United Nations Global Compact.

2. requirements for suppliers

a) Human rights-related responsibility

aa) Exclusion of forced labor

No forced labor, slave labor or comparable work may be used. All work must be voluntary and without threat of punishment. Employees must be able to terminate their work 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 hiring or use of security personnel must be prohibited if, in the course of their deployment, persons are treated in an inhumane or degrading manner or are injured, or if freedom of association is impaired.

bb) Prohibition of child labor

Child labor may not be used in any phase of production. The supplier is requested to comply with the recommendation from the ILO conventions on the minimum age for the employment of children. Accordingly, the age should not be less than the age at which compulsory education ends according to the law of the place of employment, and in any case not less than 15 years. If children are found at work, 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 shall be protected; workers under the age of 18 shall not be assigned to work that is harmful to the health, safety or morals of children. Special protective regulations must be observed.

cc) Fair remuneration

Employees must be remunerated fairly and in accordance with the applicable legal requirements. Employees must be granted all legally prescribed benefits. Deductions from wages as punitive measures are not permitted.

dd) Fair working hours

Working hours must comply with applicable laws or industry standards.

ee) Freedom of association

The right of employees to form and join organizations of their choice, to engage in collective bargaining and to strike must be respected. Employee representatives must be protected from discrimination. Employees must not be discriminated against on the basis of founding, joining or being a member of such an organization. Employee representatives must be granted free access to the workplaces of their colleagues 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 not permitted unless it is justified by the requirements of employment. This applies, for example, to discrimination based on gender, race, caste, national, ethnic or social origin, skin color, disability, health status, political conviction, origin, ideology, religion, age, pregnancy or sexual orientation. The personal dignity, privacy and personal rights of each individual are respected.

gg) Health protection, safety at the workplace

The supplier is responsible for a safe and healthy working environment. By setting up and applying 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), necessary precautionary measures are taken against accidents and damage to health that may arise in connection with the activity. Suitable measures must be taken to prevent excessive physical or mental fatigue. In addition, employees are regularly informed and trained on applicable health and safety standards, in particular on the safe operation of machinery and fire protection, as well as measures. Employees are provided with access to sufficient quantities of drinking water and access to clean sanitary facilities.

hh) Preservation of the natural basis of life

The supplier may not unlawfully carry out forced evictions or withdraw land, forests or waters whose use secures the livelihood of people. The supplier must refrain from harmful soil changes, water and air pollution, noise emissions and excessive water consumption if this harms the health of people, significantly impairs the natural basis for food production or prevents people from having access to safe drinking water or sanitary facilities.

ii) Complaints mechanism

The Supplier shall establish a grievance mechanism for its employees (both individuals and communities) who may be affected by adverse impacts, to which the Supplier’s employees can turn. The grievance procedure must be accessible to employees while maintaining identity confidentiality and providing effective protection against retaliation. Employees who raise a complaint about violations of this Code of Conduct or relevant laws must not be subject to any form of disciplinary action.

jj) Dealing with conflict materials

The conflict minerals tin, tungsten, tantalum and gold as well as other raw materials such as cobalt are to be sourced in accordance with the Organization for Economic Cooperation and Development (OECD) Due Diligence Guidance for Responsible Supply Chains of 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 procedures, production processes and sanitary facilities must be typified, monitored, checked and, if necessary, treated before discharge or disposal. In addition, measures should be introduced to reduce the generation of wastewater.

bb) Dealing with air emissions

General emissions from operations (air and noise emissions) and greenhouse gas emissions shall be typified, routinely monitored, verified and treated as necessary prior to release. The supplier is also responsible for monitoring its emission control systems and is required to find cost-effective solutions to minimize any emissions.

cc) Handling waste and hazardous substances

The supplier shall follow a systematic approach to identify, handle, reduce and responsibly dispose of or recycle solid waste. The prohibitions on the export of hazardous waste in the Basel Convention of March 22, 1989, as amended, shall be observed. Chemicals or other materials that pose a risk if released into the environment shall be identified and managed in a manner that ensures their safe handling, transportation, storage, use, recycling or reuse and disposal. Mercury shall be used in accordance with the prohibitions of the Minimata Convention of October 10, 2013 and persistent organic pollutants in accordance with the Stockholm Convention of May 23, 2001, as amended.

dd) Reduce consumption of raw materials and natural resources

The use and consumption of resources during production and the generation of all types of waste, including water and energy, must be reduced or avoided. This is done either directly at the point of origin or through procedures and measures, e.g. by changing production and maintenance processes or procedures within the company, by using alternative materials, by making savings, by recycling or by reusing materials.

ee) Dealing with energy consumption/efficiency

Energy consumption must be monitored and documented. Economic solutions must be found to improve energy efficiency and minimize energy consumption.

c) Ethical business conduct

aa) Fair competition

The standards of fair business, fair advertising and fair competition must be observed. In addition, the applicable antitrust laws must be applied, which in particular prohibit agreements and other activities that influence prices or conditions when dealing with competitors. These regulations also prohibit agreements between customers and suppliers that are intended to restrict customers’ freedom to determine their own prices and other resale conditions.

bb) Confidentiality/data protection

The supplier undertakes to meet the reasonable expectations of NAGEL, its suppliers, customers, consumers and employees with regard to the protection of personal data. The supplier must comply with the laws on data protection and information security, in particular the General Data Protection Regulation, and the official regulations when collecting, storing, processing, transmitting and passing on personal data.

cc) Intellectual property

Intellectual property rights must be respected; technology and know-how must be transferred in such a way that the intellectual property rights and information of third parties are protected.

dd) Integrity/bribery, taking advantage

The highest standards of integrity must be applied to all business activities and conflicts of interest must be avoided. The Supplier shall have a zero tolerance policy against all forms of bribery, corruption, extortion and embezzlement. Procedures for monitoring and enforcing standards shall be implemented to ensure compliance with anti-corruption laws.

ee) Financial responsibility, money laundering and export control

The Supplier shall comply with all legal obligations to prevent money laundering. The Supplier shall not participate in transactions that serve to conceal or integrate criminal or illegally acquired assets. The Supplier shall comply with all applicable import and export control regulations, in particular all sanctions, embargoes, regulations, government orders and directives concerning the transportation or shipment of goods and technologies. We reserve the right to

ff) Compliance with all normative requirements

The Supplier shall comply with all applicable laws, regulations, requirements and other normative requirements. The Supplier shall comply with all applicable import and export control regulations, in particular all sanctions, embargoes, regulations, government orders and directives concerning the transportation or shipment of goods and technologies.

3. implementation of the requirements

a) Compliance with and transfer of requirements

The Supplier warrants that it will 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 also undertakes (i) to adequately address the human rights and environmental expectations contained in this Code of Conduct along the supply chain, and (ii) to endeavor to contractually oblige its subcontractors to comply with the standards and regulations set out in this Code of Conduct.

b) Control mechanism

We expect our suppliers to identify risks within their supply chains and to take appropriate measures. In the event of violations or suspected violations of the provisions of this Code of Conduct and to safeguard supply chains with increased risks, the supplier shall inform NAGEL promptly and, if necessary, regularly about the identified violations and risks as well as the measures taken.

NAGEL may check the supplier’s compliance with the standards and regulations listed in this Code of Conduct, e.g. with the help 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 check compliance with this Code of Conduct at the Supplier’s production sites during normal business hours after reasonable advance notice by persons authorized by NAGEL and agrees to disclose to NAGEL precise records of business transactions in this respect. The supplier may object to individual audit measures if these would violate mandatory data protection regulations.

If a violation of the provisions of this Code of Conduct is detected, NAGEL shall immediately notify the supplier in writing within one month and set him a reasonable deadline to bring his behavior in line with the provisions of this Code of Conduct. If a remedy is not possible in the foreseeable future, the supplier must report this immediately and, together with NAGEL, draw up a concept with a timetable for ending or minimizing the violation. If such a breach has culpably occurred and the set deadline expires fruitlessly or the implementation of the measures contained in the concept does not remedy the situation after expiry of the schedule, NAGEL may terminate the business relationship by terminating the contract if NAGEL has threatened to do so when setting the deadline. A statutory right to extraordinary termination without setting a deadline, in particular in the event of serious breaches of the provisions of this Code of Conduct, remains unaffected, as does the right to compensation.

General Terms and Conditions of Business and Delivery for Tools, Cutting Tools and Spare Parts (12/2013)

§ 1 General

All deliveries and services are subject to these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the customer shall not become part of the contract even if the order is accepted. In the absence of special agreements, a contract is concluded with the supplier’s written order confirmation or acceptance of our offer.
The supplier reserves the right to samples, cost estimates, drawings and the like. The Supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature – also in electronic form; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated as confidential by the Purchaser accessible to third parties only with the Purchaser’s consent. § 2 Property rights
The supplier reserves the material and intellectual property rights to illustrations, drawings, sketches and other documents. They may not be made accessible to others in any form without the supplier’s permission.
If the Purchaser submits execution drawings to the Supplier, it shall be responsible for ensuring that these do not infringe the industrial property rights of third parties. The Supplier shall not be obliged to the Purchaser to check whether any industrial property rights of third parties are infringed by the submission of offers on the basis of execution drawings sent to him in the event of execution. Should the supplier nevertheless be liable, the purchaser shall indemnify the supplier against any recourse claims. § 3 Price The prices are net ex works, excluding packaging and transportation. VAT at the respective statutory rate shall be added to the prices in Germany. § 4 Terms of payment
Prices are quoted in euros.
Payments are to be made 14 days after the invoice date (also in the case of partial quantities) without any deductions free to the supplier’s paying agent.
Bills of exchange shall only be accepted with the prior consent of the supplier.
In the case of agreed bill of exchange payments or other deferrals of the claim, all claims of the supplier against the customer shall become due immediately if the customer’s bill of exchange or cheque is protested, if execution is levied against the customer’s assets or if insolvency proceedings are applied for or opened.
The offsetting or withholding of payments is only permissible with or due to such claims that have been expressly recognized by the supplier in writing. Recognized claims for rectification of defects do not entitle the customer to withhold payments.
Representatives are authorized to accept payments without
express authorization of the supplier § 5 Packaging
The supplier is entitled to pack the goods in the usual manner at the customer’s expense, unless the customer has ordered a different type of packaging in good time.
If the Supplier takes back the packaging, the Purchaser shall, unless otherwise agreed, only be entitled to a credit note of 2/3 of the invoiced value if the Purchaser returns the packaging undamaged and carriage paid. § 6 Delivery times
The delivery period shall commence as soon as all details of the execution have been clarified and both parties have agreed on all conditions of the transaction, in particular the technical specification made on the basis of the usual questionnaire for order clarification. The delivery time refers to completion in the factory or notification of readiness for acceptance to the customer. Compliance with the delivery time is subject to the fulfillment of the customer’s contractual obligations, in particular the agreed terms of payment. Unforeseen events which are beyond the control of the supplier, for example operational disruptions, strike, lockout, late delivery by the subcontractor, exclusion in the supplier’s own works or at the subcontractor’s premises, shall extend the delivery periods appropriately, even if official and other third-party approvals and documents required for the execution of the delivery or information from the customer required for the execution of the delivery are not received in good time, as well as in the event of subsequent changes to the order.
Partial deliveries are permitted.
The delivery deadline shall be deemed to have been met when the consignment has left one of the Supplier’s plants or, in the case of acceptance at the Supplier’s plant, when the Supplier has informed the Purchaser that the consignment is ready for acceptance.
If the Supplier is in default through its own fault, the Purchaser may claim compensation in the event of damage of a maximum of ½ of one hundred of the price of the overdue delivery for each full week of delay, but in no case more than 5 of one hundred of the value of the overdue delivery in total. § 7 Transfer of risk, acceptance
The risk shall pass to the customer when the delivery item has left the factory, even if partial deliveries are made or the supplier has assumed other services, e.g. shipping costs or delivery and installation. If acceptance is required, this shall be decisive for the transfer of risk. It must be carried out immediately on the acceptance date, alternatively after the supplier has notified the customer that the goods are ready for acceptance. The customer may not refuse acceptance in the event of a minor defect.
If dispatch or acceptance is delayed or does not take place as a result of circumstances for which the Supplier is not responsible, the risk shall pass to the Customer from the date of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out any insurance requested by the Purchaser at the latter’s expense.
Partial deliveries are permissible insofar as reasonable for the customer.
§ 8 Claims for defects
For material defects and defects of title of the delivery, the supplier shall
to the exclusion of further claims – subject to § 9 –
Guarantee as follows:
Material defects
All those parts which prove to be defective as a result of a circumstance prior to the transfer of risk shall be repaired or replaced free of charge at the discretion of the supplier. The discovery of such defects must be reported to the supplier immediately in writing. Replaced parts shall become the property of the supplier.
After consultation with the Supplier, the Purchaser shall give the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries which the Supplier deems necessary; otherwise the Supplier shall be released from liability for the resulting consequences. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Supplier must be notified immediately, shall the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier
Of the direct costs arising from the repair or replacement delivery, the supplier shall bear the costs of the replacement part, including shipping, insofar as the complaint proves to be justified
Within the framework of the statutory provisions, the Purchaser has the right to withdraw from the contract if the Supplier – taking into account the statutory exceptions – allows a reasonable deadline set for the rectification or replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the customer shall only be entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise be excluded. Further claims shall be determined in accordance with § 9 of these terms and conditions.
No warranty is assumed in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the Purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, chemical, electrochemical or electrical influences, unless the Supplier is responsible for them. The Supplier shall only be liable for defects in the material supplied by the Customer if it should have recognized the defects if it had exercised professional care. In the case of production according to the customer’s drawing, the supplier shall only be liable for the execution according to the drawing.
No warranty or liability shall be assumed for specially warranted performance and processing data if the customer does not follow the supplier’s instructions or recommendations for the use of certain auxiliary or operating materials.
If special tools are ordered, the order quantity may be exceeded or fallen short of by 10%, but by at least 2 units.
If the customer or a third party carries out improper repairs, the supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier. Defects of title
If the use of the delivery item leads to an infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, procure the right for the Purchaser to continue using the delivery item or modify the delivery item in a manner that is reasonable for the Purchaser so that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the Purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, the Supplier shall also be entitled to withdraw from the contract. In addition, the Supplier shall indemnify the Purchaser against any undisputed or legally established claims of the owners of the industrial property rights concerned.
Subject to § 9 No. 2, the obligations of the Supplier stated in § 8 No. 10 are conclusive in the event of an infringement of industrial property rights or copyrights. They shall only apply if
– the Customer informs the Supplier immediately of any asserted infringements of industrial property rights or copyrights,
– the Customer supports the Supplier to a reasonable extent in the defense against the asserted claims or enables the Supplier to carry out the modification measures in accordance with § 8 no. 10, – the Supplier takes all defensive measures, including out-of-court measures. 10,
– the supplier reserves the right to take all defensive measures including out-of-court settlements,
– the defect of title is not based on an instruction of the customer and
– the infringement was not caused by the fact that the customer has modified the delivery item without authorization or used it in a manner not in accordance with the contract
The customer shall assume sole responsibility for the documents to be provided by him, such as drawings, gauges, samples or the like. The Purchaser shall be responsible for ensuring that the design drawings submitted by him do not infringe the property rights of third parties. The Supplier shall not be obliged to the Purchaser to check whether the submission of offers based on the design submitted to him infringes any third-party property rights. If, despite this, the Supplier’s liability arises from facts giving rise to a claim, the Purchaser shall indemnify and hold the Supplier harmless § 9 Liability
If the delivery item cannot be used by the customer in accordance with the contract due to the fault of the supplier as a result of omitted or faulty execution of suggestions and advice made before or after conclusion of the contract or due to the breach of other contractual ancillary obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of § 8 and § 9 No. 2 shall apply to the exclusion of further claims by the customer.
The supplier shall only be liable for damage not caused to the delivery item itself – on whatever legal grounds – a) in the event of intent, b) in the event of gross negligence on the part of the owner/the executive bodies or executive employees, c) in the event of culpable injury to life, limb or health, d) in the event of defects which he has fraudulently concealed or the absence of which he has guaranteed, e) in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items. In the event of culpable breach of material contractual obligations, the Supplier shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims are excluded. § 10 Right of the supplier to withdraw from the contract If, after conclusion of the purchase contract, the supplier becomes aware that the customer is in an unfavorable financial situation, the supplier may demand security for the consideration or withdraw from the contract, taking into account the expenses incurred by him. § 11 Retention of title
The supplier retains title to the delivery item until full payment of all liabilities of the customer arising from the business transaction, in the case of bills of exchange or checks until they have been honored.
The pledging and transfer by way of security of goods subject to retention of title are prohibited. The supplier must be informed immediately of any seizure by third parties and other events affecting the interests of the supplier.
During the existence of the retention of title, a sale, lease or other transfer is only permitted with the written consent of the Supplier. Any purchase price claim arising from a possible resale shall be assigned in full to the Supplier by the Customer upon conclusion of the purchase contract.
In the event of default of payment by the Customer, the Supplier shall be entitled to repossess the delivery item without waiving its claims until such claims have been satisfied. The assertion of the retention of title and the seizure of the delivery item by the supplier shall not be deemed a withdrawal from the contract.
The supplier is free to make further agreements with the customer on the retention of title in individual cases.
If the supplier’s securities exceed the realizable value of the claims by 20%, the supplier must release the excess claims. § 12 Place of fulfillment and jurisdiction
The place of performance is 72622 Nürtingen, the place of jurisdiction is 72622 Nürtingen. The law of the Federal Republic of Germany shall apply exclusively.
For all disputes arising from the contractual relationship, including actions on bills of exchange and checks, the action shall be brought before the court having jurisdiction for the Supplier’s registered office. § 13 Special conditions for processing contracts (completion, reconditioning, reworking or restoration of tools or spare parts). In addition to or in deviation from the Terms and Conditions of Delivery, the following shall apply to processing contracts:
The editor assumes no liability for the behavior of the material sent to him. His claim to remuneration remains unaffected.
If the material becomes unusable during processing through the fault of the processor, his claim for remuneration shall lapse. The customer’s claim for damages shall be governed by § 9 No. 2. of the Terms and Conditions of Delivery. § 14 Miscellaneous Should any of the above provisions or any individual clause be invalid, this shall not affect the validity of these Terms and Conditions or the contract as a whole

General Terms and Conditions for the Supply of Machinery

2022-12-12_VDMA-Lieferbedingungen-Inland-22 Download

Orgalime_SI_14_German_Appendix Download

Orgalime_SI_14_German Download

Assembly conditions for customer services (12/2013)

§ 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

Installation shall be invoiced on the basis of time and material costs at the applicable installation rates, unless a flat rate has been expressly agreed. The agreed amounts are exclusive of VAT, which is to be paid to the installation company in addition at the statutory rate.
Payment shall be made without discount upon acceptance and delivery or sending of the invoice.
The assembly certificates, which show the work carried out and the time spent on it, shall be submitted by the assembly personnel to the customer or his authorized representative on a weekly basis for legally binding confirmation. The installation certificates serve as the basis for invoicing.
Work preparation and completion costs will be invoiced at the normal hourly rate depending on the amount involved, but at least 1 hour per order.
Travel times with a vehicle driven by the fitter himself (normal case), as well as waiting hours are considered working time and may also be charged with overtime surcharge.
The material will be invoiced according to consumption at the applicable price list or individual calculation.
We will determine the required personnel and the means of transportation.
For family journeys home for longer assembly periods, the following regulations apply: Germany: homeward journey every 2 weeks; Europe: homeward journey every 3 weeks; outside Europe: homeward journey every 8 weeks. The costs shall be borne by the customer. § 3 Cooperation and technical assistance of the customer
The customer must support the installation personnel in carrying out the installation at his own expense
He must take the necessary accident prevention and safety measures to protect persons and property at the installation site. He shall also inform the installation supervisor about existing special safety regulations, insofar as these are of importance for the installation personnel. He shall inform us of any breaches of such safety regulations by the assembly personnel. In the event of serious violations, the violator may be denied access to the installation site after consultation with the installation manager.
The customer is obliged to provide the following technical assistance in particular at his own expense.
a) Earthworks and foundation work must have been completed by the customer before the start of assembly. The objects required to start the assembly must be on site.
b) Provision of the necessary suitable assistants in the number and time required for the assembly. The assistants must follow the instructions of the installation manager. We assume no liability for assistants.
c) The customer shall provide the equipment required for assembly and commissioning, such as scaffolding, lifting equipment, welding equipment, as well as the necessary items and materials, such as underlays, foundation screws, cement, plaster and lubricants, as well as new hydraulic oil and cooling lubricant, free of charge.
d) The customer undertakes to switch off the machine or system, if necessary, during a repair or customer service by our personnel.
e) The customer shall provide heating, lighting, operating power, water, air, including the necessary connections.
f) In particular, dry and lockable rooms shall be provided in the immediate vicinity of the installation site for the storage of machine parts, materials and tools.
g) Suitable lockable and heatable rooms together with lighting, washing and writing facilities shall be provided for the stay of the fitters.
h) In the event of illnesses and accidents of our personnel outside the Federal Republic of Germany, the customer shall assume the obligation to provide the personnel with first-class medical care and – if necessary – hospital treatment with free choice of hospital in the best catering class free of charge until recovery or fitness for transportation. In the latter case, the customer shall bear the costs for a transfer to the home country ordered by the doctor or for the replacement of one or more of our personnel. In the event of death, the customer shall bear the costs of repatriation to the place of origin.
i) The customer shall inform us of the guidelines to be followed in his plant and by our personnel and, in the case of travel outside the Federal Republic of Germany, of the statutory and official regulations for the outward journey and the stay in the country. He shall ensure that our personnel are always in possession of valid residence, work and other permits. In the case of overseas travel and travel to climatically hot areas, arrival shall take place in good time so that our assembly personnel have the opportunity to acclimatize.
j) When traveling outside the Federal Republic of Germany, our personnel must be guaranteed to be able to return home at any time with their personal luggage.
The Purchaser’s technical assistance must ensure that assembly can begin immediately after the arrival of the assembly personnel and can be carried out without delay until acceptance by the Purchaser. If special plans or instructions are required from the installation contractor, the latter shall make them available to the customer in good time. If the customer does not fulfill his obligations, the installation contractor is entitled, but not obliged, to carry out the actions incumbent on the customer in his place and at his expense after giving notice. Otherwise, the statutory rights and claims of the installation contractor shall remain unaffected. § 4 Installation period
If, by way of exception, an installation deadline is designated as binding, it shall be deemed to have been met if the installation is ready for acceptance by the customer by the time it expires, in the case of a contractually agreed trial.
If the installation is delayed due to measures in the context of labor disputes, in particular strikes and lockouts as well as the occurrence of circumstances for which the installation contractor is not responsible, the installation period shall be extended appropriately if such obstacles can be proven to have a significant influence on the completion of the installation; this shall also apply if such circumstances occur after the installation contractor has fallen behind schedule. The costs incurred as a result of the delay shall be borne by the customer. § 5 Acceptance
The customer is obliged to accept the assembly as soon as he has been notified of its completion and any contractually agreed testing of the assembled delivery item has taken place. If the assembly proves not to be in accordance with the contract, the assembly contractor is obliged to rectify the defect at his own expense. This shall not apply if the defect is insignificant for the interests of the customer or is based on a circumstance attributable to the customer. If there is a minor defect, the customer may not refuse acceptance if the installation contractor expressly acknowledges his obligation to rectify the defect.
If acceptance is delayed through no fault of the installation contractor, acceptance shall be deemed to have taken place two weeks after notification of completion of the installation, unless acceptance is expressly refused in writing within this period, stating reasons.
Upon acceptance, the liability of the installation contractor for recognizable defects shall lapse unless the customer has reserved the right to assert a specific defect. § 6 Claims for defects
Recognizable defects must be reported to us immediately after acceptance, other defects immediately after their discovery, otherwise the customer loses all rights in respect of defects. Should our work be defective, we shall repeat the relevant work process free of charge. Further claims for defects are excluded to the extent permitted by law. Claims for defects shall lapse after one year.
The installation contractor shall not be liable if the defect is insignificant for the interests of the customer or is due to a circumstance attributable to the customer.
Any modifications or repair work carried out improperly by the customer or third parties without the prior approval of the installation company shall invalidate the installation company’s liability for the resulting consequences. Only in urgent cases of danger to operational safety and to prevent disproportionately large damage, in which case the installation company must be notified immediately, or if the installation company is in default with the rectification of the defect, shall the customer have the right to rectify the defect himself or have it rectified by a third party and to demand reimbursement of the necessary costs from the installation company. § 7 Other liability of the installation company If an installation part supplied by the installation company is damaged during installation through the fault of the installation company, the latter shall, at its discretion, either repair it at its own expense or supply a new part. § 8 Limitation of liability To the extent that such an exclusion of claims and rights is legally permissible, the customer may not assert any claims for compensation against the installation company beyond the claims granted to him in the above provisions, in particular no claims for damages, including claims in tort, or other rights due to any disadvantages associated with the installation, irrespective of the legal grounds on which they are based. § If, through no fault of the Contractor, the equipment or tools provided by him are damaged at the installation site or if they are lost through no fault of the Contractor, the Customer shall be obliged to compensate for this damage. Damage attributable to normal wear and tear shall not be taken into account. § 10 Place of fulfillment and jurisdiction The place of fulfillment and jurisdiction is 72622 Nürtingen. The law of the Federal Republic of Germany shall apply exclusively.

General Terms and Conditions for Contract Hardening (11/2024)

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).

Information from the customer
All workpieces that are handed over for heat treatment
must be accompanied by an order or delivery bill
, which must contain 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 required heat treatment, in particular 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 hardness value and surface hardness
(e.g. Eht 550 HV1 = 0.2 – 0.4 mm, surface hardness =
min. 700 HV5);
bb) for quenched and tempered steels, the required tensile strength.
Unless otherwise agreed, the ball pressure test according to Brinell on the surface is decisive for determining the same;
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); 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;
ee) for salt bath nitrocarburizing and short-time gas 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 be hardened
or remain soft. If similar workpieces are manufactured from
different steel melts, this
must be specified. Similarly, special requirements for dimensional accuracy or surface condition must be noted on
the delivery documents. Welded or soldered workpieces and workpieces containing hollow bodies must be specially pointed out to
by the client.
The contractor shall check the information provided by the client for content and completeness within the scope of his knowledge at
. In the event of
justified doubts about successful heat treatment, the Contractor shall inform the Client.
Delivery time
The delivery time begins 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 – in the event of unforeseeable obstacles which the contractor was unable to avert despite reasonable care in the circumstances of the case. Unforeseeable
hindrances include 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 its suppliers
. The contractor must provide evidence of this. If the contractor can foresee that he
will not be able to meet the delivery time, he shall inform the client
immediately, inform him of the reasons for this and state a new possible delivery date.
Transfer of risk
Unless otherwise agreed, the heat treatment goods shall be delivered by the client at his 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
plant or warehouse, even if the Contractor has undertaken delivery and collection with its own fleet of vehicles.
Inspection
The heat treatment goods shall be inspected before leaving the hardening shop to the extent customary in the industry and, if necessary, in accordance with the Client’s specifications
. Further tests and
analyses shall only be carried out on the basis of special agreements.
The Contractor’s outgoing inspection shall not release the Client from its obligation to carry out an incoming inspection.
§ 8 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, unfavourable 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
because, for example, the Client provided the information required in Clause II.1
the Contractor was unaware of and could not have been aware of hidden defects
in the workpiece prior to carrying out the heat treatment or because properties of the material used
, the shaping or the condition of the workpieces delivered to
made successful heat treatment
impossible, but the Contractor did not and could not have been aware of this
, the treatment fee shall nevertheless be paid. Necessary subsequent treatments
shall be invoiced separately in
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 to
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 in 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 fulfill his obligation to re-treat or does not do so within a reasonable period of time in accordance with the contract, the client may, after the unsuccessful expiry of a reasonable deadline set in writing
, reduce the treatment fee, withdraw from the contract or carry out the necessary re-treatment himself
or have it carried out by a third party at the contractor’s expense. 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. Proof of a defect is the responsibility of the client. The warranty periods and
limitations shall 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 the success
.
§ 9 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 Section II.1 and for heat treatment instructions adapted to the later purpose. II.1 and for a heat treatment specification 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 the Contractor and approved by the Client. The Contractor assumes that the Client, for its 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 does not apply in cases in which liability is assumed under the Product Liability Act
for personal injury or property damage to privately used objects in the event of defects in the delivered products.
It
shall also not apply in the event of injury to life, limb 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 goods themselves. 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 regulations on the burden of proof
remain unaffected by this.
§ 10 Partnership clause
In all compensation payments, in particular in the amount of
damages, the economic circumstances of the contracting parties, the nature, scope and
duration of the business relationships, as well as the value of the heat treatment services, shall be taken into account appropriately in good faith.
The General Terms and Conditions for Heat Treatment 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
No. 74 on April 16, 2003.

Terms and conditions for superfinishing, contract honing and test orders

§ 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

with intent
gross negligence of executive employees
culpable injury to life, body and health
in the event of defects which he fraudulently conceals or the absence of which he has guaranteed
insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used objects. In the event of culpable breach of material contractual obligations, the processor shall also be liable for gross negligence on the part of non-executive employees and for slight negligence, in the latter case limited to reasonably foreseeable damage typical of the contract. Further claims are excluded. Statute of limitations All claims of the customer, on whatever legal grounds, shall become statute-barred within 12 months. The statutory periods shall apply to claims for damages. The limitation period shall be extended by the duration of the supplementary performance work. § 7 Payment Unless otherwise agreed in writing, payment of the remuneration shall be due upon invoicing and shall be made without any deduction within 10 days of receipt of the invoice. The withholding of payments or offsetting due to any counterclaims of the customer disputed by the processor shall not be permitted. § 8 Retention of title and lien The processing of the parts shall always be carried out by the processor for the customer. They shall remain the property of the Customer at all times. Unless otherwise agreed, any waste produced during processing shall also remain the property of the Customer. The customer must ensure environmentally friendly disposal. With the handover of the parts to be processed, the processor shall receive a contractual lien from the customer for all its current or previous claims arising from the business relationship. The statutory lien and right of retention of the processor shall remain unaffected. § 9 Severability clause If any of the above conditions are contractually amended or if individual conditions are invalid, this shall not affect the validity of the remaining conditions. § 10 Copyrights If the processor produces detailed processing documents on the basis of general processing notes from the customer, they shall be the exclusive property of the processor. The customer shall have no claim to the surrender of these documents. § 11 Place of performance, place of jurisdiction and applicable law Unless expressly agreed otherwise, the place of performance and place of jurisdiction for all obligations and disputes shall be 72622 Nürtingen, Germany. The processor shall also be entitled to bring an action at the customer’s head office. The application of the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention) is excluded.

General remote maintenance conditions

Scope of application
1.1 These Remote Maintenance Terms and Conditions (hereinafter also referred to as “Terms and Conditions”) are the terms and conditions of Nagel Maschinen- und Werkzeugfabrik GmbH, Oberboihinger Str. 60, D-72622 Nürtingen (hereinafter referred to as “Contractor”). These Terms and Conditions apply to all offers and contracts for hotline service, tele-service and remote maintenance services of the Contractor (hereinafter referred to as “Services”).
General – Scope of application
2.1 These Terms and Conditions shall apply exclusively; the Contractor shall not recognize any terms and conditions of the Client that conflict with or deviate from these Terms and Conditions unless the Contractor expressly agrees to their validity in writing. These terms and conditions shall also apply if the Contractor performs the service to the Client without reservation in the knowledge that the Client’s terms and conditions conflict with or deviate from these General Terms and Conditions of Remote Maintenance.
2.2 These terms and conditions shall also apply to future contracts for the provision of services with the same Client without the Contractor having to refer to them again in each individual case; the Contractor shall inform the Client in good time in advance of any changes to these terms and conditions.
2.3 Individual agreements made in writing with the Client in individual cases shall in any case take precedence over these General Terms and Conditions of Remote Maintenance.
Obligations of the Client to cooperate
3.1 The technical facilities specified in connection with the provision of services and the necessary communication connections shall be provided and maintained in working order by the Client at its own expense, unless provision of the connection by the Contractor (e.g. by means of a modem stick) has been agreed in individual cases. If the transmission of data is disrupted to such an extent that the Contractor is unable to perform its services properly, the Client shall inform the Contractor of this immediately in text form.
3.2 Any changes that the Client makes to the technical environment that are known to the Contractor or agreed with the Contractor must be communicated in text form and agreed with the Contractor in good time before the agreed services are performed, insofar as they may have an impact on the agreed services. This applies in particular – but not exclusively – to modifications to the control hardware/software, changes in use, changes in the machine environment, changes in the configuration and conversions by the Client or third parties.
3.3 With regard to the detection, containment, reporting and description of errors, the Client must follow the instructions provided by the Contractor. The Client must provide professionally trained personnel for this purpose. If this is necessary for the identification and rectification of errors, the Client shall immediately provide the Contractor with additional information and documents at the Contractor’s request.
3.4 The Client undertakes to provide the Contractor with all necessary information in connection with the performance of the service and to actively accompany and support the Contractor in the error diagnosis and error rectification carried out as part of the remote maintenance. The Client, in the person of a professionally trained and authorized employee, shall remain present in the immediate vicinity of the machine during the entire maintenance process and shall be in constant contact with the Contractor, unless otherwise agreed.
3.5 In connection with the provision of the services, the Client itself shall be responsible for backing up its data. It shall therefore, in its own interest, carry out a data backup of the control configuration, production data and other relevant data immediately before and after the performance of the services.
Safety-related obligations of the Client
4.1 The Client must observe the safety instructions in the operating instructions / operating manual for the system to which the services relate, as well as the relevant national and international laws, (industry) standards and guidelines.
4.2 In cases in which the services may endanger persons and property, the Contractor shall request the Client to provide feedback in text form to the Contractor before carrying out the services to the effect that the intended measures can be carried out safely. The Contractor shall not commence the performance of the services until such feedback has been provided.
4.3 In any case, the Client shall provide reliable protection against personal injury and property damage in connection with the performance of the services. In particular, the client must ensure by means of appropriate barriers, protective equipment and warning notices that no persons – in whatever form and at whatever stage – are endangered on site in connection with the performance of the service.
Performance, performance period, delay in performance
5.1 If an intended service cannot be performed or cannot be performed in full due to telecommunications measures, the Contractor shall inform the Client of this. At the Client’s request, the Contractor shall propose alternative maintenance and repair measures; a separate agreement shall be concluded on this – unless otherwise specified in the scope of services of the respective contract concluded.
5.2 If non-compliance with the agreed service provision period is due to force majeure, sovereign measures, in particular in connection with pandemics, labor disputes or other events beyond the Contractor’s control, the service provision period shall be extended accordingly. The Contractor shall inform the Client of the beginning and end of such circumstances as soon as possible. This provision shall also apply if corresponding events occur at the Contractor’s suppliers or subcontractors.
5.3 If the Contractor is in default with a service, the Client shall only be entitled to withdraw from the contract if it has previously set the Contractor a reasonable grace period. If the Client demonstrably suffers damage as a result of a delay on the part of the Contractor, it shall only be entitled to demand compensation for damage caused by the delay up to the amount of the price of the service not performed on time. The provisions in Section 7 below shall apply to any further claims of the Client.

Warranty
6.1 The Contractor shall perform the services in accordance with the respective agreements made and in accordance with the recognized rules of technology. The Contractor shall be liable for defects in the service to the exclusion of all other claims of the Client, notwithstanding Clause 6.5 and Clause 7, in such a way that the Contractor shall, at its discretion, remedy the defects or provide the service again. The Client must notify the Contractor immediately in text form of any defects found. Warranty claims of the Client shall expire 12 months after performance of the service or, if acceptance is provided for, after acceptance of the service.
6.2 Warranty liability pursuant to Section 6.1 is excluded if the defect in the service is insignificant for the interests of the Client or is based on a circumstance attributable to the Client. The latter applies in particular to parts provided by the Client.
6.3 The Contractor shall not be liable for any consequences resulting from improper modifications to the system or machine in question carried out by the Client or third parties without the Contractor’s prior consent.
6.4 If subsequent performance fails, the Client shall be entitled to reduce the price or withdraw from the contract at its discretion.
6.5 Further claims shall be determined exclusively in accordance with Section 7 of these Terms and Conditions.
6.6 The Contractor shall provide the services agreed with the Client in each case. A guarantee that the agreed services will diagnose and rectify all existing damage and defects and a guarantee for the functionality of the machine or system is not associated with this.
Other liability of the Contractor
The Contractor shall be liable for damages – for whatever legal reasons – only
– in the event of willful breach of duty by the Contractor,
– in the event of a grossly negligent breach of duty by the Contractor or in the event of an intentional or grossly negligent breach of duty by one of its legal representatives or vicarious agents,
– in the event of injury to life, limb or health resulting from a negligent breach of duty by the contractor or an intentional or negligent breach of duty by one of its legal representatives or vicarious agents,
– in the event of culpable breach of essential contractual obligations, insofar as the achievement of the purpose of the contract is jeopardized, with regard to the foreseeable damage typical for the contract or
– in cases where liability exists under the Product Liability Act for personal injury in the event of defects in the delivery item or for property damage to items normally intended for private use or consumption and mainly used for this purpose by the injured party, or
– in the case of defects which were fraudulently concealed or the absence of which was guaranteed by the contractor.
Any further claims for damages are excluded.
Confidentiality and data security
8.1 The Contractor shall comply with the relevant statutory provisions, in particular the General Data Protection Regulation (GDPR), with regard to personal data of the Client or its employees. Personal data of the Client shall be collected, stored, processed and used by the Contractor if, to the extent and for as long as this is necessary for the establishment, performance or termination of a contract. Any further collection, storage, processing and use of the Client’s personal data shall only take place if required or permitted by law or with the Client’s consent.
8.2 The Contractor shall collect non-personal data from machines as part of the provision of services. This includes usage-independent data such as licensing data and software series statuses as well as usage-dependent data such as operating status, maintenance data and diagnostic data. The data may include confidential information of the client, such as geometries, NC programs or other client-specific data. The Client grants the Contractor a non-exclusive, non-sublicensable, irrevocable right to use the data in accordance with the following provisions. Insofar as the data does not contain confidential information of the Client, the Contractor is entitled to process and store it for the provision of the services and for the purpose of general product development and improvement and for market analysis. Confidential information of the client may only be used for the provision of the service. Confidential information of the client may only be used for other purposes on the basis of a separately granted express consent.
8.3 The contracting parties shall take appropriate precautions in accordance with the respective state of the art to prevent the penetration of viruses or malware into the software of the other contracting party. Any virus protection programs of the Client must be agreed with the Contractor so that disruptions to remote services and the proper functioning of the machine/system are not impaired. Should malware (viruses, spyware, etc.) occur at one of the contractual partners which could impair the remote service or be transferred to the systems of the other contractual partner, the other contractual partner must be informed immediately in writing. Upon request, the other contractual partner must also be confirmed that, to the best of its knowledge, the malware no longer exists or has been removed.
Statute of limitations
All claims of the client – for whatever legal reasons – shall become time-barred 12 months after performance of the service or, if acceptance is provided for, after acceptance of the service. However, the statutory periods shall apply to claims for damages pursuant to Section 7 of these Terms and Conditions.
Applicable law, place of jurisdiction
10.1 These Remote Maintenance Terms and Conditions and the contracts concluded between the Client and the Contractor regarding services within the meaning of these Remote Maintenance Terms and Conditions are subject to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods.
10.3 If the Client is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the Contractor’s place of business. However, the Contractor shall also be entitled to bring an action at the Client’s general place of jurisdiction.

Kontakt

Gehring Technologies GmbH + Co. KG

T +49 (0) 711 / 34 05-0

info@gehring-group.com

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