General Terms and Conditions of Purchase for Services provided to the Bürkert Group, Germany
These General Terms and Conditions of Business apply solely and exclusively for business transactions with commercial enterprises (hereinafter: the Client).
The following General Terms and Conditions of Business apply for all contracts under which the Bürkert Group (hereinafter called the Client) commissions services within the meaning of § 611 et seq. BGB [Bürgerliches Gesetzbuch – German Civil Code]. Where, in addition to services rendered under a contract for the provision of services, objects which fall under special-order contracts are commissioned at the same time, these shall be governed to such extent by the supplementary General Terms and Conditions of Purchase of the Bürkert Group.
The Terms and Conditions of Purchase for Services provided to the Bürkert Group applysolely and exclusively; no contrary or deviating terms and conditions of the Contractor arerecognised; they are hereby expressly disclaimed.
Up until any agreement to the contrary, these Terms and Conditions apply for all currentand future business transactions, also where, in this respect, no express reference is made hereto in any given single order placed within the scope of an existing business relationship. These Terms and Conditions may be viewed in their respective current version under www.burkert.com and downloaded as a data file.
1 General duties of the Contractor
1.1 The Contractor is responsible for rendering the services specifically commissioned. In the case of extensive orders and also in the case of projects, the scope of performance, including the time schedule, will be laid down in the technical specifications to be signed by both parties. The Contractor will perform the services and works assigned to it on its own responsibility according to the latest state of technology; only the Contractor shall be authorised to issue instructions to its employees.
1.2 Before commencing with the provision of the services, the Contractor is to name a responsible contact person. The communication within the scope of the existing contractual relationship, also in regard to the personnel deployed, is to take place exclusively via the contact person named by the Contractor. The Contractor will deploy only qualified employees in the performance of the contract.
1.3 When rendering services at plants of the Client, the Contractor shall comply with the safety regulations and other guidelines applicable there, which the Client will provide to the Contractor upon request. When accessing information and telecommunications technology of the Client, the relevant information security guidelines are to be observed.
1.4 The Contractor undertakes to render the scope of delivery and performance in accordance with the applicable European and German legal provisions and to have regard to issues of occupational safety, accident prevention and environmental protection.
1.5 The Contractor is not authorised to represent the Client.
1.6 The Contractor shall, unsolicited, inform the Client without delay of any facts or any changes to the same which may give rise to the presumption that a situation of bogus self-employment exists at the Contractor.
2 General duties of the Client
2.1 The Client shall perform the necessary acts of co-operation in due time in so far as these have been agreed in this Contract or in individual contracts.
2.2 Following prior agreement, the Client will grant the Contractor the necessary access to the plant, and will provide the necessary work rooms. As a basic principle, the Contractor will render the services using its own work equipment. In special cases of need and in individual cases, the Client will provide the Contractor with the necessary work equipment.
2.3 The Client will provide the Contractor with the documentation or information requested – in so far as available – by the agreed dates. Should it not be possible to obtain specific information, or should it not be permissible to disclose such information due to rights of third parties, this shall not represent any lack of co-operation.
2.4 The Contractor shall lodge a complaint without delay in writing of any lack of co-operation by the Client, but at the latest 1 week after attaining knowledge of the same; otherwise the Client shall not be deemed to be in default.
3 Changes to the services to be rendered; Additional services
The Client may at any time demand changes to the contractually agreed services. For these additional and further services, the Contractor shall submit a new offer of contract to the Client in writing. The additional services may only be rendered following the conclusion of a separate individual contract for these services. If no agreement is reached, the Client may give extraordinary notice of termination of the contract concerning the specific services to be changed if the Client cannot reasonably be expected to adhere to the contract without the change demanded.
4.1 All offers and quotations are made free of charge and are non-binding on the Bürkert Group. The relevant remuneration is that quoted in the order.
4.2 Unless agreed to the contrary, payment for the services will only be made after the services have been rendered in full. Should the parties agree part payments, these will only be made after the respective part performance has been rendered in full.
4.3 The Contractor shall be bound by the agreed upper limits of the remuneration and by fixed prices and also by its cost estimates made prior to the conclusion of the contract unless these are expressly stated in the order to be non-binding.
4.4 If a fixed price has been agreed for a specific service, the Contractor shall render such service in full at the price agreed. Any additional expense incurred for the rendering of agreed services in full is to be borne by the Contractor.
5 General impaired performance and default
5.1 Dates and delivery periods agreed in writing are binding. Any pending default is to be reported to the Client without delay.
5.2 For the purpose of determining whether the services have been rendered within the time frame stipulated, the actual performance of the services in conformity with the contractual terms at the agreed place of performance by the agreed date shall alone be authoritative. Should the Contractor fall into default in the rendering of the services, the Client may, following the fruitless expiration of a reasonable extension of time, cancel the contract and demand damages in lieu of performance.
In so far as no contrary arrangements have been made in individual contracts, the Client and Contractor shall be liable in accordance with the statutory provisions. The Client may assert damages against the Contractor on behalf of Group companies in the same manner as it would assert damages on its own account. The Contractor shall take out customary business liability insurance adequate to cover the risks associated with the rendering of the services with minimum cover of two million EUR and shall maintain the same in force for the entire term of the Contract. Upon demand, the existence and scope of the insurance cover are to be evidenced by production of a certificate from the insurer.
7 Rights to work results / Copyright
7.1 The Bürkert Group shall be exclusively entitled to the rights of use of documentation, reports, charts, diagrams, images, films, carriers of data for visual reproduction, data carriers etc. arising in connection with the performance of service contracts.
7.2 The Client shall become the owner of all documents prepared and delivered by the Contractor within the scope of this Contract. The Client shall receive an exclusive, irrevocable and assignable right of use, unlimited in terms of territory, time or contents, for all kinds of use in connection with these and also any other results and unprotected findings arising from the co-operation.
7.3 If within the scope of the performance of this Contract any already existing industrial property rights, copyrights or unprotected findings (know-how) of the Contractor are used and these are necessary for the exploitation of the work results by the Client, the Client shall receive a non-exclusive right of use of the same; the remuneration for this is satisfied by the contractual remuneration; the right comprises all kinds of use, in particular those mentioned under Clause 7.1.
7.4 The Contractor warrants that all services rendered are free from any rights of third parties; it must otherwise contractually agree with the rights holders that it is able to grant such rights. It shall indemnify the Client from all claims of third parties which the latter may assert against the Client on account of any infringement of rights associated with the services rendered by the Contractor.
7.5 The Contractor shall notify the Client without delay of all inventions or other results eligible for protection which arise in connection with the services provided for the Client and furnish it with all necessary details. All inventions are to be assigned to the Client.
8 Duty of secrecy and data protection
8.1 The Contractor undertakes to treat as business secrets all non-publicised technical, commercial and organisational information of which it gains knowledge through the business relationship with the Bürkert Group, to secure the same against access by unauthorised third parties and during the term of this Contract and also following the end of the same neither to exploit such information itself nor to make it accessible to any third parties.
8.2 The Contractor will use the information and documentation which has or may become accessible to it within the scope of the co-operation with the Client solely for the performance of the tasks assigned to it.
8.3 Should the Contractor receive any indications that unauthorised third parties may have gained knowledge of such information or data, it shall notify the Client without delay and shall, in consultation with the Client, undertake whatever is necessary to clarify the facts of the case and to prevent future access.
8.4 Should the Contractor store, edit or process the information and data in its data processing systems (hereinafter DP systems), it shall ensure that no unauthorised third parties can access this data.
8.5 The Contractor undertakes following the performance of the assignment to return to the Client all information, data, documents and storage media received. The Contractor shall furthermore remove all data and information from its data processing systems and return all data copies and storage media to the Client.
8.6 The Contractor shall be obliged to comply with all data protection provisions in their respectively valid version and shall observe the same.
8.7 The breach of any of the foregoing obligations shall make the Contractor liable to damages.
9 Term and termination of the Contract
9.1 The Contract is concluded for the term agreed in the purchase order or in the individual contract.
9.2 If no fixed term has been agreed, the Contract may be terminated in writing by either party, subject to observing a period of notice of 3 months, to expire at the end of a quarter.
9.3 The right of the parties hereto to terminate the Contract for compelling reasons remains unaffected. A compelling reason includes in particular a situation where application for the opening of insolvency proceedings has been made in regard to the respective other party or insolvency proceedings have been opened or the opening of the same has been rejected on account of lack of assets or proceedings are in progress to have a statutory declaration of assets given in lieu of oath. For the Client, a compelling reason furthermore includes a situation where the performance of the contract is clearly endangered on account of the Contractor's lack of funds or where the Contractor, notwithstanding a formal reminder setting a reasonable extension of time, fails to make performance in accordance with the terms of the contract or where facts become known which give rise to the presumption that a situation of bogus self-employment exists at the Contractor.
9.4 The provisions contained in Clauses 7 and 8 also remain effective following the end of the Contract.
10.1 The Contractor shall only be entitled to employ sub-contractors with the prior written consent of the Client. It shall be liable to the Client for any culpable conduct of the sub-contractors employed by it.
11 Employees of the Contractor
11.1 For the performance of its contractual services, the Contractor may only deploy foreign employees who require a work permit where they belong to its own workforce. A further pre-requisite is that these employees are in possession of a residence permit and a work permit.
11.2 The Contractor undertakes to comply with the statutory and collective agreement provisions, in particular the provisions of the Arbeitnehmerentsendegesetz [Employee Secondment Act] and the Mindestlohngesetz [Minimum Wage Act].
12 General provisions / Final provisions
12.1 Oral ancillary agreements shall not become an integral part of any contract. Amendments and additional arrangements shall only be effective if they have been agreed in writing. This also applies for agreements revoking this requirement of the written form.
12.2 Should any provision of this Contract be invalid, the remainder of the Contract shall remain unaffected. The contract parties shall agree an arrangement which takes due account of the interests of both sides.
12.3 This Contract shall be governed by German law. The place of performance is Ingelfingen.
The court venue shall be Künzelsau.
General Terms and Conditions of Purchase for Services provided to the Bürkert Group 07/2016
These General Terms and Conditions of Business apply solely and exclusively for businesstransactions with commercial enterprises