(As of: September 2020, version 2.1)
1. Scope of Application
1.1 The legal relations between Systec & Solutions GmbH, Wilhelm-Schickard-Str. 9, 76131 Karlsruhe, Germany (hereinafter 'Systec & Solutions') and the Supplier in connection with all services and deliveries (hereinafter 'Deliveries') or quotations on the part of the Supplier to Systec & Solutions are governed solely by these General Terms of Purchase (hereinafter 'Terms of Purchase'), regardless of whether the Supplier manufactures the Deliveries itself or purchases them from its own suppliers. The Supplier’s General Terms and Conditions shall apply only if Systec & Solutions has expressly agreed to them in writing. For the rest, the General Terms and Conditions of the Supplier or third parties shall not form part of the contract even if Systec & Solutions has not expressly objected to them. Suppliers within the meaning of these Terms of Purchase are solely entrepreneurs, legal entities under public law, or special funds under public law.
1.2 Even if no reference is made again to this fact when concluding similar contracts, the Terms of Purchase of Systec & Solutions shall exclusively apply in the version that can be accessed and viewed at www.systec-solutions.com/en/aeb/ upon submission of the declaration of the Supplier, unless the Contracting Parties agree otherwise in writing.
2. Orders
2.1 In order to be legally valid, all orders, commissions, call-ups, contracts etc. (hereinafter 'Orders') and other declarations of intent must be confirmed in writing by Systec & Solutions
2.2 By concluding the contract, the Supplier acknowledges that it has informed itself of the nature of the execution and scope of the performance by examining the existing plans and performance specifications. In the event of obvious errors or spelling and calculation mistakes in the documents, drawings, or plans submitted by Systec & Solutions, these shall not be binding. The Supplier shall make Systec & Solutions aware of errors of this type so that the Order can be corrected and renewed. This also applies in the case of missing documents or drawings.
2.3 The Supplier shall provide the necessary documentation for the use, maintenance, and servicing of the respective delivery items together with the corresponding Deliveries.
2.4 Systec & Solutions reserves its rights of exploitation (in terms of ownership rights and copyrights) to its own cost estimates, illustrations, calculations, drawings, and other documents (hereinafter 'Documents') without restriction. These can be made accessible to third parties only with the prior consent of Systec & Solutions, and must be returned without undue delay after the Order has been processed, or at the request of Systec & Solutions, particularly if the contract is not awarded. The same applies mutatis mutandis in respect of the Supplier's documents. However, these may be communicated to customers of Systec & Solutions together with the goods, for which Systec & Solutions is purchasing the Deliveries.
2.5 A delivery note specifying the date (issue and dispatch), contents of the delivery (article number and quantity), Order identifier from Systec & Solutions (date and number) and any certificates of conformity or other necessary documentation must be enclosed with each Delivery.
2.6 The Supplier is not permitted to pass on Orders or substantial parts thereof to third parties (subcontractors) without Systec & Solutions' written consent.
3. Prices, Terms of Payment, and Invoicing
3.1 The price stated in the Order is binding. The price includes all transport, insurance, packaging, and other ancillary costs (e.g. assembly and installation) and charges up to delivery at the destination specified by Systec & Solutions, unless otherwise agreed in writing. Unless otherwise agreed in writing, the terms of delivery applicable to deliveries from outside Germany shall be "DDP excl. import VAT/ delivered duty paid to the agreed destination" (Incoterms® 2010), with the result that the import VAT shall be paid by Systec & Solutions. Deliveries within Germany shall be made free of charge to the location stated in the Order.
3.2 All prices are exclusive of statutory VAT. If VAT is payable, this must be shown separately. For Deliveries within the EU, the Supplier's invoice must contain – in addition to the other necessary information – both the Supplier's and Systec & Solutions' VAT identification numbers and a reference to the fact that this is a zero-rated intra-EU delivery.
3.3 Unless otherwise agreed in writing, Systec & Solutions shall pay the purchase price within 14 days with a 3% discount for prompt payment, or within 30 days net. The payment period is calculated from the date of delivery and receipt of the invoice.
3.4 The Supplier must bill for its Deliveries in verifiable form. The invoice must also comply with the statutory requirements (cf. Section 14 of the German VAT Act - (UStG)) and contain the same information as the delivery note (c.f. Clause 2.5 above). The invoice must be prepared on or after the date on which the Delivery was rendered in accordance with the contract and sent to the invoice address specified in the Order.
3.5 Systec & Solutions has rights of set-off and retention as well as the plea of non-performance to the extent permitted by law. Systec & Solutions is specifically entitled to retain payments that are due as long as it still has claims against the Supplier due to incomplete or defective services. The Supplier has a right of set-off or retention only concerning counterclaims that are res judicata, uncontested, or tortious.
3.6 The assignment of a contractual claim of the Supplier shall only be effective vis-à-vis Systec & Solutions if the Supplier indicates this on the invoice with the following information: Name, address, and account number of the new creditor and date of effectiveness of the assignment (subject to any legal acts that have already taken place in relation to the Supplier – Section 407 of the German Civil Code (BGB)).
4. Delivery, Transfer of Risk
4.1 The delivery period stated in the Order is binding. Premature Deliveries and/or partial Deliveries that are not contractually agreed require express, written consent from Systec & Solutions. Deliveries made in advance of the agreed delivery date shall not affect the starting point of any payment period connected with this date.
4.2 To the extent that it is reasonable for the Supplier, Systec & Solutions is entitled to change the scope and/or type of the Delivery. Any such change is reasonable, in particular, if Systec & Solutions declares that it is willing to bear the additional costs incurred by the Supplier as a result of the change.
4.3 The Supplier is obliged to inform Systec & Solutions in writing without undue delay if circumstances occur or if the Supplier becomes aware of circumstances indicating that the delivery period will not be able to be met.
4.4 If the latest day on which the Delivery should take place can be determined by the contract, the Supplier shall be in default upon the expiration of this day, without a reminder being required on the part of Systec & Solutions.
If the Supplier is in default with its Delivery, Systec & Solutions can demand a contractual penalty in the amount of 1% of the net price of the goods delivered late per completed calendar week, subject to an overall cap of 5% of the net price of the goods delivered late. Systec & Solutions is entitled to demand the contractual penalty in addition to performance as a minimum amount for the compensation owed by the Supplier in accordance with the provisions of the law. The assertion of claims for further losses or damage remains unaffected. The contractual penalty can also be imposed up to the final payment, even after acceptance of the delayed Delivery. For the rest, Systec & Solutions is entitled to statutory claims. Systec & Solutions is entitled, in particular, to demand compensation instead of performance and rescission after the expiration of a reasonable time limit to no avail. Should Systec & Solutions demand compensation, the Supplier has the right to prove to Systec & Solutions that it is not responsible for the breach of duty.
4.5 Order confirmations, shipping documents, delivery notes, and invoices of the Supplier must contain the order number, article number, delivery quantity, and delivery address.
4.6 If the destination is not specified and no other agreements have been made, the Delivery shall be made at the registered office of Systec & Solutions. The risk shall be transferred to Systec & Solutions only when the goods are handed over to Systec & Solutions at the agreed destination, even if shipping has been agreed. The respective destination is the place of fulfillment.
5. Reservation of Ownership
5.1 If Systec & Solutions provides parts or tools to the Supplier, Systec & Solutions shall retain ownership of these. Any processing or remodeling by the Supplier shall be undertaken for Systec & Solutions.
5.2 Reservations of ownership on the part of the Supplier shall only be effective if they relate to Systec & Solutions' obligation to pay for the respective delivery items, to which the Supplier reserves ownership. The Supplier's reservation of ownership shall be extinguished upon payment for the Delivery, at the latest. Systec & Solutions shall remain authorized to resell the goods in the ordinary course of business even prior to payment, while assigning in advance the claim arising therefrom (alternatively, application of the simple reservation of ownership extended to cover resale). All other forms of reservation of ownership are excluded, particularly any form of extended or forwarded reservation of ownership, or one that has been expanded to cover subsequent processing.
6. Obligations to Inspect and to Give Notice of Defects; Material Defects
6.1 Systec & Solutions is obliged to check the goods for any discrepancies in terms of quality or quantity within a reasonable period; a complaint shall be deemed in good time if it is received by the Supplier within a period of 5 working days (Monday to Friday) calculated from receipt of the goods, or in the event of concealed defects, within a period of 10 working days after discovery. The obligation to inspect the goods is restricted to defects that can be identified by Systec & Solutions by means of external appraisal (including appraisal of the delivery papers) during the incoming goods inspection and that come to light during Systec & Solutions' quality inspection by way of random samples (e.g. transport damage, wrong or short delivery, etc.). If the Supplier is obliged to perform contracted work or the Contracting Parties have agreed an acceptance procedure, Systec & Solutions shall, after delivery, assembly, and installation, a reasonable and sufficient trial operation and the fulfillment of all ancillary services on the part of the Supplier, accept the deliveries made and services performed in full and without defects within one month of its receipt of a written acceptance request from the Supplier.
6.2 Systec & Solutions shall be entitled to the statutory claims for defects without restriction (including for wrong or short delivery, improper assembly, faulty assembly, or faulty operating instructions) and in the case of other breaches of duty by the Supplier; Systec & Solutions is entitled in any event to demand that the Supplier remedy the defect or deliver a new item, at Systec & Solutions' option. The right to compensation, particularly compensation in lieu of performance, remains expressly reserved. By taking delivery of culpably delayed deliveries or services, Systec & Solutions is not waiving its right to any compensation claims or contractual penalties.
6.3 Systec & Solutions is entitled to arrange for defects to be remedied itself at the Supplier's expense if the Supplier is in default and has not rectified the situation within a reasonable period specified by Systec & Solutions. If supplementary performance by the Supplier fails or is, in an exceptional case, unacceptable to Systec & Solutions due to the urgency of the situation, no period for rectification needs to be set. A situation would be deemed to be urgent, in the above sense, if its urgency, e.g. due to a risk to operational safety or impending occurrence of disproportionate losses or damage, rendered it inappropriate to inform the Supplier of the defect or the imminent losses or damage or to set a deadline – however short –for remedying the defect. Systec & Solutions shall inform the Supplier of circumstances of this type without undue delay and in advance, where possible.
6.4 The limitation period for claims amounts to 24 months from the transfer of risk, unless the mandatory provisions of Sections 478 and 479 of the German Civil Code intervene. Insofar as the law stipulates longer limitation periods, e.g. for building structures and works whose outcome consists in performing planning and supervisory work in this connection, then these deadlines will apply. The deadline is suspended by times in which deliveries and services cannot be used on account of defects. The suspension of the deadline begins with the day on which the supplier is notified of the defect and ends with the day of proper performance. The limitation period will come into effect at the earliest three (3) months after the end of the suspension.
6.5 If the Supplier decides to change the composition of the goods that it sells to Systec & Solutions, it shall inform the latter of this in writing and in good time, at least six (6) months in advance. The Supplier shall inform Systec & Solutions in writing of any decisions relating to a cessation in the marketing of the goods ordered by Systec & Solutions, or to substantial changes to the goods or to their manufacturing process, including substantial changes relating to IT processes, the procurement of components for the goods, their design, upstream suppliers, or other aspects that could impair the goods' technical properties, compliance with standards, useful life, reliability, or quality.
7. Third-Party Rights
7.1 All rights to developments (including any results in physical form based thereon such as drawings, diagrams, models, or prototypes) that are created by the Supplier when manufacturing custom-made products for Systec & Solutions ('Work Results') shall belong exclusively Systec & Solutions. The Supplier shall refrain from using or exploiting the Work Results for purposes other than the fulfillment of the contract. Insofar as the subject matter of the contract is the delivery or installation of software that has been custom-programmed for Systec & Solutions by the Supplier, the Supplier shall, upon acceptance of the Order, assign to Systec & Solutions the existing rights to use the software for all types of use, including for the purposes of sublicensing, reworking, debugging, and development. This assignment shall be exclusive, irrevocable, for an indefinite period, and with no restriction regarding geographical location. The Supplier shall provide Systec & Solutions with the source and object code in this respect, including the associated user and development documentation.
7.2 The Supplier warrants that no third-party rights are breached in connection with its Delivery.
7.3 Therefore, if a third party makes a claim against Systec & Solutions, the Supplier is obliged to indemnify Systec & Solutions against this claim at the latter's first written request. In the event of third-party compensation claims, the Supplier retains the right to furnish proof that it was not to blame for the breach of third-party rights.
7.4 The indemnity obligation of the Supplier relates to all expenses necessarily incurred by Systec & Solutions as a result of or in connection with the claim by a third party.
8. Product Liability, Liability Insurance Protection
8.1 Insofar as the Supplier is responsible for a product defect, it is obliged to indemnify Systec & Solutions against third-party compensation claims at the latter's first request to the extent that the cause is within its sphere of control and organization and it is liable itself in relation to third parties.
Within the framework of its liability for damage or loss events within the meaning of 8.1, the Supplier is also obliged to reimburse any costs or expenses that arise as a result of or in connection with a recall action implemented by Systec & Solutions. Where possible and reasonable, Systec & Solutions will inform the Supplier in good time and in advance of the content and scope of the recall measures to be implemented and will give it the opportunity to comment. The Supplier shall waive its statute of limitations defense in this respect unless Systec & Solutions can, for its part, plead the statute of limitations to its customer. Other statutory claims remain unaffected.
8.2 The Supplier undertakes to maintain product liability insurance with an insured sum of €5 million per personal injury/damage to property; if Systec & Solutions has further compensation claims, these remain unaffected.
9. Secrecy, Mention of the Supplier
9.1 Each Contracting Party undertakes to treat as confidential – even after the contract has come to an end – all items provided or made known to it by the other Contracting Party before or during the execution of the contract (e.g. software, documents, or information) that is legally protected, noticeably contains business or trade secrets, or is designated as confidential (hereinafter 'Confidential Information'), unless this Confidential Information is already public knowledge without this duty of confidentiality having been breached. The receiving Contracting Party shall safeguard and secure the Confidential Information so as to rule out access by any third party.
9.2 Each Contracting Party shall make the Confidential Information received from the other Contracting Party accessible only to those employees requiring access in order to exercise their job-related duties, and shall instruct these persons on the need to maintain secrecy with regard to this Confidential Information. The Supplier shall not disclose goods to third parties that have been manufactured by the Supplier on the basis of technical specifications from Systec & Solutions and delivered to the latter, without Systec & Solution's prior consent.
9.3 Systec & Solutions is entitled to mention the Supplier in interview or public announcements.
10. Data protection and data security
10.1 The Supplier undertakes to comply with the legal regulations governing data protection, especially in respect of the EU General Data Protection Regulation (GDPR) and German Federal Data Protection Act (BDSG).
10.2 If necessary, the contracting partners will conclude an agreement on job processing, which meets the currently applicable legal requirements. In particular, this applies if the Supplier processes personal data of Systec & Solutions as part of the commissioned service. The Supplier will provide Systec & Solutions with the required information. In the event of contradictions between these GPC and the agreement on job processing, the latter will have precedence over the former.
10.3 If the Supplier processes personal data of Systec & Solutions at a site outside a member state of the European Union (EU) or a signatory state to the European Economic Area (EEA), the Supplier will conclude supplementary agreements with Systec & Solutions ensuring an appropriate data protection level for the Supplier; if the Supplier uses subcontractors for this purpose, the Supplier will ensure at the request of Systec & Solutions that these subcontractors conclude corresponding agreements (such as EU standard contractual clauses) with Systec & Solutions.
10.4 The Supplier is obligated to take the required technical and organizational measures pursuant to Art. 32 GDPR and to verify this to Systec & Solutions. It will support Systec & Solutions with regard to asserting the rights of persons affected pursuant to Art. 12-23 GDPR as well as fulfilling incumbent obligations pursuant to Art. 32-36 GDPR upon first request.
10.5 Moreover, the Supplier undertakes to collect, process, disclose, make accessible, or otherwise use personal data only for the purpose of performance of the contract, and to store this data in this respect and afterwards only to fulfill legal retention obligations. Disclosure of personal data to third parties requires the prior written approval of Systec & Solutions unless a corresponding legal obligation of the Supplier exists in this respect.
10.6 The Supplier will ensure that all persons it uses for the service provision are trained in data protection before deployment and are obligated to maintain confidentiality and data protection during and also after termination of their activity. These declarations of commitments must be submitted to Systec & Solutions upon request.
10.7 The Supplier will confirm that the personal data transferred to Systec & Solutions by it or by third parties at its instigation were collected and processed pursuant to the currently applicable data protection regulations, any necessary consents of the persons affected exist and the use of data by Systec & Solutions does not violate any data protection regulations within the scope of the performance of the contract or go beyond the scope of any consents given.
10.8 The Supplier will be notified by means of separate data protection information which is not part of this agreement in respect of how Systec & Solutions processes its data as well as the data of its employees on the basis of legal regulations governing data protection. The Supplier shall forward such data protection information if applicable to its employees who are affected by the data processing of Systec & Solutions. In particular, Systec & Solutions will obligate its employees in writing to maintain confidentiality when processing personal data.
11. Quality Management, Compliance with Statutory Requirements
11.1 All deliveries made, and services rendered by the Supplier conform to the latest state of the art. The Supplier must meet the requirements of Systec & Solutions with regard to quality management. If requested in the specifications, the Supplier must furnish proof of a quality management system in accordance with DIN EN ISO 9000 et seq. or a comparable quality management system.
11.2 The Supplier undertakes to comply with all applicable laws, regulations, decrees, directives, and other legal standards and official regulations with regard to the Deliveries to be made. These include in particular Directive 2012/19/EU (Directive on Waste Electrical and Electronic equipment), Directive 2011/65/EU (RoHS-Directive on the Restriction of the Use of Certain Hazardous Substances in Electrical and Electronic Equipment), and the REACH Regulation (EU 1907/2006), as amended in each case.
11.3 The Supplier is obliged to recover the packaging material free of charge, and to collect and dispose of it properly. Corresponding proof of disposal in accordance with the legislation must be provided upon request. If the Supplier does not meet this obligation, Systec & Solutions is entitled to arrange for the packaging material to be collected and disposed of at the Supplier's expense.
12. Foreign Trade
12.1 The Supplier shall inform Systec & Solutions in writing if the goods ordered are subject to export controls or other restrictions on marketability in accordance with the applicable regulations. The Supplier is responsible for complying with all foreign trade regulations applicable in connection with a Delivery, and specifically for independently obtaining all necessary permits under export law at its own expense.
12.2 The Supplier must provide Systec & Solutions with the following information in particular in the case of goods deliveries:
a) The statistical commodity code, in conformity with the Harmonized System of the World Customs Organization (WCO),
b) The goods' country of origin (where applicable in conformity with EU preferential arrangements) and
c) All foreign trade information and supporting documentation relevant for shipment (weight of goods, customs number, VAT ID no).
The information defined under a) and b) shall be transmitted either separately, in advance of a Delivery, or at the latest, as an annotation on the Supplier's invoice.
12.3 If the Supplier delivers goods originating in the US or goods predominantly originating in the US, it undertakes to disclose the export control classification number (ECCN), and any applicable license regulations or license exemptions in conformity with US re-export law, insofar as these are applicable under US law and permissible under German and EU law.
12.4 Insofar as the Supplier has procured the Deliveries in full or in part from third parties, it warrants that it has procured these from secure sources, and that they have been exported, imported or introduced under observation of and in compliance with the legal export regulations of the country of manufacture/dispatch.
13. Miscellaneous
13.1 Systec & Solutions reserves the right to store and process the Supplier's data for its own purposes in accordance with the applicable data protection provisions.
Changes and supplements to the contract and notices of termination shall only be valid if made in writing. The written form shall likewise be deemed to have been upheld by a declaration in the form of a fax or an email.
13.2 The sole place of jurisdiction for all disputes resulting directly or indirectly from the contractual relationship is the headquarters of Systec & Solutions. However, Systec & Solutions is also entitled to sue at the headquarters of the Supplier or at any other permissible place of jurisdiction.
13.3 This contract including its interpretation is subject to the laws of the Federal Republic of Germany to the exclusion of the UN sales law (United Nations Convention on Contracts for the International Sale of Goods, CISG).
13.4 Should a provision in these General Terms of Purchase or in the individual contracts be or become invalid or impracticable or should they become incomplete, the remaining content of the contractual relationship shall not be affected. The Contracting Parties will replace the invalid or impracticable provision with a provision which most closely reflects the meaning and purpose of the invalid or impracticable provision in a legally effective way and in respect of its economic effects. The same applies to gaps in the contract.