General Terms of Purchase

Our order is subject to the exclusive application of our general
terms and conditions of purchase.

 

§ 1 Definitions

(1) “Confidential Information” includes, but is not limited to
all commercial, financial, marketing, technical or other information
of a secret or confidential nature (including trade
secrets, know-how and customer information) relating to a
Party and disclosed (whether in writing, verbally or by any
other means and whether directly or indirectly) by such Party
to the other Party whether before, on, or after the date of
this Agreement. The term Confidential Information does not
include such information which demonstrably is or becomes
in the public domain without a violation of a confidential
obligation of the supplier or generally available at the time
the disclosing party was provided with such information.
(2) “Deliverables” means all Goods and Services specified in
the section “Deliverables” in the Order.
(3) “Intellectual Property Rights” means patents, inventions,
designs, copyright and related rights, database rights,
trade marks and related goodwill, trade names (whether registered
or unregistered), and rights to apply for registration,
proprietary rights in domain names, knowhow and Confidential
Information, applications, extensions and renewals in
relation to any of these rights and all other rights of a similar
nature or having an equivalent effect anywhere in the world.
(4) „Order“ means Customer’s official purchase Order to which
these General Terms of Purchase apply, whether delivered by
hand, mail, facsimile or electronic means.
(5) “PO-Number” is the number specified in the section
“PO-Number” in the Order.
(6) „E2- Branded Products“ include Deliverables supplied
to the Customer according to individual agreed specifications
(the “Specifications”) or Deliverables which contain any trademarks
of the Customer.

§ 2 General

(1) These General Terms of Purchase apply to the supply of
goods and services by the “You” to us (hereafter “Us” or “We”).
(2) You may not assign any claims arising from an Order
without our explicit written approval.
(3) We may assign the rights and obligations under each
Order to a parent or subsidiary company, any affiliate, an
acquirer of assets or a successor by merger.
(4) These General Terms of Purchase shall apply exclusively.
Differing or contrary terms shall not apply except if expressly
agreed upon in writing.
(5) No variation of an Order or these General Terms of Purchase
will be effective unless approved in writing by the Us.
(6) These Terms of Purchase shall also govern all future transactions
between the Parties and shall also apply if we except
delivery despite our knowledge of differing or contrary terms.

§ 3 Prices, Payment

(1) Prices include delivery to our facilities, the respective
statutory VAT and any and all costs for packaging, except as
otherwise expressly agreed upon in the Order.
(2) The purchase price is due and payable within 14 days
from receipt of the proper invoice.
(3) Payment does not constitute acceptance of such goods or
services. Each invoice must state:
• the Deliverables
• Your correct and complete contact details
• Our correct and complete company details
(4) We must receive all invoices within 90 days of
delivery of the goods or performance of the services to which
such invoice relates.
(5) We shall be obliged to make payments only for services
which have been availed of by Us. There shall be no minimum
purchasing requirement.
(6) Value Added Tax (if applicable) shall be shown
separately on all invoices. Each invoice must comply with local
regulatory requirements

§ 4 Offset, Retainer

We reserve all rights to offset or retain payment provided by
applicable law.
§ 5 Delivery
(1) All delivery dates stated in the order or otherwise agreed
upon are binding.
(2) You shall immediately inform Us of any threatening or
existing delay in delivery, the reasons for such delay and the
anticipated duration of such delay. The foregoing shall not
affect the occurrence of a default in delivery.
(3) In case of default in delivery we reserve all rights under
applicable law.

§ 6 Term and Termination

(1) The term of contract in case of the delivery of services
shall apply as set out in the Order.
(2) The right to terminate for good reason shall remain
unaffected.

§ 7 Software and Intellectual Property Rights

(1) You grant to Us the non-exclusive, transferable, worldwide
and perpetual right to use, to integrate into other products
and to distribute the delivered goods or services,
partial deliveries thereof and/or your performance. You
undertake not to assert your intellectual property rights to
oppose any use of delivered goods and/or services.
(2) You are not entitled to reproduce, process or to make
other use of the work results produced for Us, neither in full
nor in part.
(3) If the Deliverables contain individually programmed software,
the source code with a manufacturer’s documentation
shall be part of the Deliverables. Software, source code and
manufacturer’s documentation on individual software shall
collectively be referred to as the “Individual Software”.
(4) For Individual Software and the related documentation
and parts thereof and all other work results, You shall procure
and grant to Us an irrevocable, exclusive, worldwide and perpetual
right of use, for each known type of use, including the
right to reprocess, reproduce, change, expand and grant of
simple rights of use to third parties.
(5) You agree to indemnify and hold Us harmless from and
against any and all claims, expenses, damages and losses
suffered or incurred by Us arising out of a third-party claim
against us in connection with any actual or alleged infringement
of a third-party‘s Intellectual Property Rights arising out of or
in connection with our use of the Deliverables under these
General Terms of Purchase
(6) You undertake and warrant that the Deliverables contain
no open source software.
(7) You shall not sell or otherwise transfer E2- Branded
Products to any third party without our prior written
authorisation.

§ 8 Data Protection / Records Retention

(1) We shall have the right to perform audits to ensure that
the processing of personal data is compliant with all applicable
data protection laws, especially with the General Data Protection
Regulation (EU 2016/679) (hereafter: “EU-GDPR”)
(2) If the Order is subject to the processing of personal data,
You are obliged to inform Us accordingly in advance. In this
case, our data processing agreement attached hereto as
Schedule 1 shall be an integral part of these General Terms
of Purchase. You shall send Us your technical and organisational
measures to protect personal data processed on our
behalf (hereinafter “TOM’s”) before processing any data. The
TOM’s have to be compliant with Article 32 EU-GDPR. We have
the right to withdraw the Order, if the TOM’s do not guarantee
a sufficient level of protection.

§ 9 Confidentiality

(1) You shall hold in confidence and shall not disclose to any
person any information on the business operations of Us, our
parent company or our affiliates. You shall use Confidential
Information only for the purpose for which it was disclosed
and shall not use or exploit such information for your own
benefit or for the benefit of another person without Our prior
written consent.
(2) The foregoing obligation shall not apply, however, to such
information and/or to any part thereof which you can prove
a) is generally known to the public at the time of disclosure
or becomes generally known through no wrongful act on
your part;
b) becomes known to You through disclosure by sources
other than Us, our parent company or of one of our affiliates
which not violated any duty of confidentiality towards Us,
whether direct or indirect, with respect to such information
and which have the legal right to disclose such information;
c) is required to be disclosed by You to comply with applicable
laws or governmental regulations, provided that You submit
prior written notice of such disclosure to Us and take reasonable
and lawful actions to avoid and/or minimize the extent of
such disclosure.

§ 10 Warranty, Quality, Compliance, Indemnification

(1) You will comply at all times with all policies or guidelines
which We reasonably require You to comply with from time
to time.
(2) If you provide services on Our premises, You must comply
with all policies, security procedures and instructions given
by Us or any of Our representatives and must not unreasonably
interfere with Our business operations.
(3) You represent and warrant that the Deliverables comply
in all respects with all applicable laws, rules and regulations
of the country where the Deliverable is manufactured, stored
or through which it is shipped, and the countries where the
Deliverable shall be used.
(4) You shall maintain a quality management system in
accordance with DIN EN ISO 9001.
(5) You agree to full indemnification for our benefit (or any
of our affiliated companies) from any liability/claim as a
result of the manufacture, delivery and storage of Deliverables
(“Product Liability”). You shall refund to Us any payments
that we shall have made to satisfy any such justified claims.
The duty to indemnification and refund shall not apply if the
underlying incident shall have probably been caused through
gross negligence or wilful misconduct by Us or any of our
employees, representatives, agents or any affiliate. You shall
immediately notify us of any litigation that shall have been
started or of any claims that shall have been raised against it
and shall upon our demand make available to us all relevant
documents.

§ 11 Other Provisions

(1) These General Terms of Purchase shall be governed by
English Law (excluding the Convention on Contracts for the
International Sale of Goods).
(2) Place of performance and exclusive place of jurisdiction
for all disputes arising out of or in connection with these
General Terms of Purchase shall be the registered office of
the Purchaser.
(3) These General Terms of Purchase remains in force even
when particular provisions prove to be void. Thereupon the
invalid provisions shall be supplemented or reinterpreted,
in order to attain the commercial purpose intended by the
invalid provision.
Version 1.1, 01.09.2018, (c) E2- Communications