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 there of 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