General Terms and Conditions of Purchase

2. Quotations; Orders

2.1. When preparing the quotation, the supplier must comply exactly with our enquiry and the specifications contained therein. He must expressly point out any deviations. The quotation is to be free of charge.

2.2. Only written orders are considered by us as binding. Orders placed in any other form shall only become binding with our written confirmation. This also applies to additions and changes to orders and their conditions. The supplier is to confirm each order immediately.

2.3. Our order number must be listed on all documents relating to the order or delivery (e. g. order confirmation, delivery note, invoice, correspondence).

3.3. If notification of the delay is made in good time, we shall grant the supplier a grace period, taking into account our operational interests, after the expiry of which we shall be entitled to withdraw from the contract in whole or in part, to make a replacement purchase and/or to demand compensation for damages and/or reimbursement of expenses. The obligation to pay compensation for damages and/or reimbursement of expenses does not exist if the supplier is not responsible for the delay of his performance.

3.4. If the delivery is no longer of interest to us as a result of the supplier's delay, we shall be entitled to withdraw from the contract in whole or in part and to demand compensation for the damage caused to us or expenses incurred, even without setting a grace period.

3.5. Acceptance of delayed deliveries and services shall not preclude our claims for compensation for damages resulting from the delay.

​​​​​​5. Transfer of Risk

The current Incoterm provisions apply. If no Incoterm provision is indicated on the delivery documents, the risk shall pass to us only after receipt of the delivery at the place of receipt determined by us.

6. Statutory Provision: Liability

Unless otherwise stipulated in these terms and conditions, the statutory provisions shall apply. In particular, the supplier shall be liable in accordance with the statutory provision; He shall bear the burden of proof that he is not responsible for the damages.

7.2. If the delivery item is defective or if it becomes apparent within the limitation period that it is defective or does not have the agreed quality, we may, at our discretion, demand that the defect be remedied within a reasonable period of time or the delivery of defect-free goods, unless a subsequent performance cannot be accepted by us. The remedy of defects must be carried out at the place where we have used the delivery item.

7.3. If the supplier allows a reasonable period of grace granted to him to expire without having provided replacement or rectified the defect, we shall be entitled to rectify the defect ourselves at the supplier's expense, to commission a third party or to carry out a replacement purchase, insofar as this is necessary for urgent operational reasons in accordance with our professional commercial discretion. We shall be entitled to offset the costs necessary to remedy the defect. In all other respects, we are entitled to withdraw from the contract in accordance with the statutory provisions and to demand compensation for damages.

7.5. The dismantling and return delivery of defective delivery items shall be at the expense and risk of the supplier. The above provisions shall also apply to replacement deliveries and repair work. This shall not affect any of our statutory rights and claims. The supplier shall bear the burden of proof that he is not responsible for damages.

7.6. If claims for damages are asserted against us by a customer or third party on account of a defect or error in the delivery item, irrespective of the legal basis and whether based on domestic or foreign law, the supplier is obliged to exempt us from such claims insofar as he has caused the damage attributable to us.

9. Retention of Title

The supplier shall be entitled to a retention of title requested by him if it expires upon payment of the agreed remuneration for the delivered item and we are also authorised to further process (processing, combining and mixing) and to resell the item in the ordinary course of business. Any further security for the supplier shall require the written confirmation of our management.

11. Provision of Material

Insofar as the Principal provides the Contractor with materials, etc., the Contractor shall be fully responsible not only for their proper further processing, but also for any damage or destruction, and shall bear the liability for this. Materials, fabrics and other parts provided by us remain our property. They are to be stored, designated and administered separately as our property and may only be used for our orders in accordance with their intended purpose. In the event of a reduction in value or loss, the supplier must pay compensation. Processing or transformation of the material shall be carried out exclusively for us; in this case it is agreed that we shall be co-owners of the new or transformed products manufactured using our materials, substances and parts in proportion to the value of the provision to the value of the entire product and that these new or transformed products shall be stored by the supplier on our behalf.

The regulations for filling in the documents are the above-mentioned MEPC.269 (68) "Directive of 2015 for the preparation of the inventory of hazardous materials" and the EU Ship Recycling Regulation 1257/2013, ‘Directive of 2015 for the preparation of the inventory of hazardous materials’ and the EU Ship Recycling Regulation 1257/2013. A simplified procedure can be followed according to the Guide for the preparation of the Material Declaration + Declaration of Conformity provided by DWH. Notwithstanding the guide, the Supplier shall remain responsible with regard to compliance with all relevant standards and directives or regulations, compliance with any other EU law and internationally valid and relevant regulations. In this context, the supplier is obliged to check for themselves which relevant regulations apply in addition to the provisions mentioned in this passage and, if necessary, to investigate further documentation, in particular regulations based on international agreements, and also to comply with these."

13.3. In the event of an obligation to notify in accordance with Section 12.1, the supplier must identify the respective substance and inform us of its name, CAS, EINECS number or generally accepted name, the concentration of the substance weight by weight in the delivery item as well as risk management measures for safe handling of the delivery item.

13.4. The supplier confirms that, in the event that he has not made any notifications in accordance with Sections 13.1 to 13.3, no substances from the aforementioned Candidate List are present in a concentration of more than 0.1 % weight by weight in the objects delivered by him.

14.2 With regard to any disruption of the supply chain, the Contractor/Supplier must also prove that they have made all reasonable efforts to secure their own supply of services, materials and substances from third parties. If the Contractor/Supplier invokes such a force majeure event, they shall uncover all sources of supply inquired about and available to them and provide evidence that they have properly planned the commercial processing and that, despite this, none of these sources of supply were available to them for an order/supply of the required materials and substances.

14.4 It is not excluded that the Principal/Purchaser, for their part, is obliged not to accept further services from the Contractor/Supplier due to any sanction regulations or other legal or official or ministerial provisions. If this is the case, the Principal/Purchaser shall inform the Contractor/Supplier thereof in full and in good time.

14.5 The Contractor/Supplier and the Principal/Purchaser agree that in this situation the Principal/Purchaser shall be entitled to a special right of termination which may be exercised immediately, with the consequence that the Principal/Purchaser shall, after the special termination has been declared, pay the Contractor/Supplier for the services rendered up to the time of the special termination in accordance with the contractual provisions, to the exclusion of any further claims of the Contractor/Supplier, including, but not limited to, costs, damages or any compensation.

15.3. If the supplier does not submit the required evidence or if he violates his obligation to pay the minimum fee, we are entitled to withhold due payments and to terminate the contract for a good reason.

15.4. The supplier shall exempt us from our liability for the supplier's obligation to pay the minimum fee. The exemption obligation shall also apply in the event that we are held liable for payment of the minimum fee in respect of subcontractors employed by the supplier.

15.5. In addition, the supplier shall exempt us from any claims of third parties in accordance with AEntG (Posting of Workers Act) and SGB (German Social Security Code).

17. Confidentiality

The Supplier shall treat the order and all not obvious commercial and technical details that become known to him through the business relationship with us as business secrets and shall therefore treat them with strict confidentiality, shall not make them available directly or indirectly to third parties, either in whole or in part, and shall use them exclusively for the purposes stipulated in the contract. Any passing to third parties is not permitted. The supplier must also treat as confidential and keep secret all other information submitted to the supplier in connection with the placing and execution of the order regarding quantities, prices etc. as well as any other information about any of our operational processes.

19. Partial Ineffectiveness

In the event of the invalidity of individual contractual terms and conditions, the remaining provisions shall remain in full force and effect. In place of the ineffective provision, such a regulation shall apply without further ado which, within the framework of what is legally possible, comes as close as possible to what was economically intended according to the meaning and purpose of the ineffective clause.