Lettering Conditions

General Terms and Conditions HORIBA FuelCon GmbH

As of: August 2023

HORIBA FuelCon GmbH | Otto-von-Guericke-Allee 20 | 39179 Magdeburg-Barleben | Germany

T +49 39203 964 400 | F +49 39203 964 409 |
info.hfc(at)horiba(dot)com | www.horiba-fuelcon.com

General Terms and Conditions

1. General

These General Terms and Conditions of Delivery and Payment shall apply in dealings with companies, legal entities under public law and special funds under public law (hereinafter referred to as "Buyer").

(1)
The General Terms and Conditions of Delivery and Payment as well as any other separately agreed contractual agreements shall govern all supplies and services provided by HORIBA FuelCon GmbH (hereinafter referred to as "Contractor"). Any terms and conditions which deviate from, or are in conflict with, these General Terms and Conditions shall not apply unless the Contractor has expressly agreed to them. The following General Terms and Conditions shall also apply in cases where the Contractor or his representative is performing the service without reservations although being aware that the terms and conditions of the Buyer are conflicting with or deviating from these General Terms and Conditions.

(2)
Contracts or any other binding agreements shall be deemed to have been formed only if the Contractor has confirmed the order in writing or is carrying out the order. The Contractor reserves the right to insignificantly deviate for technical reasons from the offer even after the offer has already been accepted.

(3)
The Contractor reserves his unrestricted property rights and copyrights in respect of the exploitation of cost estimates, drawings as well as any other documents and similar information of a physical and intangible type (hereinafter referred to as the "Documents"), including Documents in electronic form. The Documents may be made available to third parties only with the Contractor's prior permission and, if the order is not placed with the Contractor, shall be promptly returned to the Contractor on request. Sentences 1 and 2 of this sub-clause shall apply mutatis mutandis to the Buyer's documents; these documents may, however, be made available to third parties, to which the Contractor has legitimately subcontracted supplies.

(4)
The Contractor, in addition, reserves his unrestricted property rights and copyrights in respect of the exploitation of all specifications, algorithms, source codes, documents, working principles and methods as well as any upgrades, including those existing in electronic form.

(5)
These General Terms and Conditions shall also apply to all future services up to the time when new terms and conditions enter into force.

 

2. Prices, terms of payment

(1)
Unless agreed upon otherwise in writing, the prices shall be FCA (INCOTERMS 2020) including handing over of the goods to the first carrier, inclusive of packing and plus any applicable statutory value-added tax.

(2)
Unless agreed upon otherwise in writing, payment shall be effected without any deductions within 14 calendar days of the invoice date. In case of a delay in payment, the Contractor shall be entitled to demand interest on arrears at the legally applicable rate. This shall be without prejudice to any other claims for damages to which the Contractor may be entitled.

(3)
If the Contractor becomes aware of a significant deterioration in the financial situation of the Buyer only after conclusion of the contract and the deterioration puts the Contractor's entitlement to compensation at risk, the Contractor shall be entitled to demand payment for any orders still to be completed on a step by step basis, if no security has been furnished for the consideration payable to the Contractor.

(4)
The Buyer shall be entitled so set off with the Contractor's claims only if Buyer's counterclaim is undisputed or Buyer has a final and binding legal title.

 

3. Delivery, delay in delivery

(1)
The delivery time will be as agreed between the contracting parties. Meeting the delivery times shall be subject to clarification of all commercial and technical questions between the Contractor and the Buyer. In addition to this, the Buyer must have fulfilled all his obligations, in particular in respect of compliance with the agreed terms of payment. If these preconditions are not satisfied on time, the delivery times shall be reasonably extended; this shall not apply if the delay is due to causes attributable to the Contractor.

(2)
The delivery time shall be deemed as having been met if the delivery item has left the Contractor's plant prior to its expiration, or when readiness for shipment has been advised.

(3)
Unless agreed otherwise in the contract, the goods will be delivered FCA (Free Carrier) in accordance with INCOTERMS 2020.

(4)
Part deliveries will be permissible, provided that the Buyer can be reasonably expected to accept such deliveries.

(5)
If the Contractor's failure to meet delivery times is attributable to Force Majeure, e.g. mobilisation, war, riot or similar events such as strike or lock-out, the delivery times shall be extended by a reasonable period. The same shall apply for the case that the Contractor himself is not supplied on time or not properly.

(6)
If the Contractor becomes definitely unable to perform the entire service prior to the passage of risk, the Buyer will be entitled to terminate the contract without notice. The Buyer shall also be entitled to withdraw from the contract if it becomes impossible to perform part of an order and the Buyer is justifiably interested in rejecting a part delivery. If this is not the case, the Buyer shall pay the contract price due for the part delivery. The same shall apply in case of the Contractor's incapability. As for the rest, clause I. 9.2 shall apply. If the impossibility or incapability occurs while the Buyer is in delay of acceptance, or if these circumstances are solely or for the most part attributable to the Buyer, the Buyer shall remain obligated to pay the consideration due. Any other claims arising from a delay in delivery shall be exclusively subject to clause I. 9.2 of these General Terms and Conditions.

(7)
If shipment or acceptance of the delivery item is delayed for reasons attributable to the Buyer, the costs incurred as a result of the delay will be charged to the Buyer's account starting one month after notification of readiness for shipment or acceptance.

(8)
If the terms of payment provide for opening of a Letter of Credit (hereinafter called "L/C"), the agreed delivery time will commence at the date of opening of the L/C by the Buyer. Any delay in the opening of the L/C will result in a corresponding delay in the date of delivery.

(9)
If the dispatch or delivery is delayed at the Buyer's request by more than one month after notification of readiness for shipment, storage charges of 0.5 % of the price of the items to be delivered, not more than an aggregate amount of 5 % maximum, however, can be charged to the Buyer's account. This shall be without prejudice to the right of the contracting parties to furnish proof of higher or lower storage costs.

(10)
When receiving the shipment, the Buyer shall, in addition, observe any notes and dispositions separately made by the Contractor in respect of the receipt of the goods.

(11)
Please note that due to the worldwide COVID-19 epidemic, extended delivery times may occur on short term so that we cannot agree on fixed deliver dates or periods. Any stated dates and periods are therefore non-binding

 

4. Passage of risk

(1)
The risk shall pass to the Buyer in accordance with the contractually agreed delivery terms, i.e. INCOTERMS 2020. Any subsequent agreements deviating from the contractually stipulated terms of delivery shall require the written form and confirmation by the Contractor.

(2)
If there is a delay in the shipment or acceptance, or if the shipment or acceptance is completely cancelled due to reasons not attributable to the Contractor, the risk shall pass to the Buyer from the date of notification of readiness for shipment or acceptance.

(3)
The Contractor will insure the supplies against the usual transport risks at the Buyer's request and expense.

 

5. Reservation of title

(1)
The goods to be delivered (reserved goods) remain the Contractor's property up to the time of fulfilment of all claims against the Buyer to which the Contractor is entitled under the business relationship. If the value of all security rights to which the Contractor is entitled exceeds the value of all secured claims by more than 10 %, the Contractor will release a corresponding part of the security rights at the Buyer's request; the Contractor may choose at his own discretion which of the various security rights existing are released by him.

(2)
As long as the reservation of title exists, the Buyer may not sell, pledge or assign the goods as security. The Buyer shall notify the Contractor immediately of any attachments, seizures or any other dispositions or interventions by third parties.

(3)
If the Buyer is in breach of his obligations, in particular if he is in default of payment, the Contractor shall be entitled, in addition to taking back the goods, to withdraw from the contract, if the Buyer has failed to cure the breach within the reasonable time period specified by the Contractor; this shall be without prejudice to the legal provisions stipulating that no deadline needs to be fixed. The Buyer shall be obligated to surrender the goods. Taking back, asserting the reservation of title or pledging of the reserved goods by the Contractor shall not be deemed as constituting a withdrawal from the contract unless the Contractor has expressly stated that it is to be understood as a withdrawal.

(4)
If a petition in bankruptcy is filed, the Contractor will be entitled to withdraw from the contract and to demand that the goods delivered be returned immediately.

 

6. Utilisation of software

(1)
If the scope of supply includes software, a non-exclusive right to use the supplied software including its documentation will be granted to the Buyer. It will be provided for use with the delivery item designed for this purpose. It will not be permissible to use the software on more than one system.

(2)
The Buyer may copy, revise or compile the software only to the extent permitted under the law (§§ 69 a ff. German Copyright Act). The Buyer undertakes not to remove identifications of the manufacturer – in particular copyright notices – or to change them without the prior written permission of the Contractor.

(3)
The Contractor or the software supplier retains all other rights in the software and documentation including copies thereof. Granting of sub-licenses will be permissible.

 

7. Defects of quality

The Contractor will be liable for defects of quality as follows:

(1)
All parts or services exhibiting a defect of quality shall at the Contractor's own discretion be rectified, replaced or newly provided free of charge, provided that the cause of the defect had already existed at the time of passage or risk. The Contractor shall be promptly notified in writing of such defects. Replaced parts become the Contractor's property.

(2)
Following a corresponding agreement with the Contractor, the Buyer shall grant the time and opportunity required for performing any rectification and replacement supplies the Contractor deems necessary; if the Buyer fails to grant the time and opportunity, the Contractor will not be liable for any consequences resulting from such failure. The Buyer shall be entitled to rectify the defect himself or have it rectified by a third party and claim reimbursement of the associated expenditure only in urgent cases where operational safety is at risk or disproportionately large damages have to be avoided.

(3)
The Contractor shall be allowed the opportunity to rectify defects or make replacement supplies within a reasonable period of time.

(4)
If the Contractor – without being able to plead exceptional cases under the law – fails to rectify or replace within the time limit fixed by Buyer, the Buyer shall be entitled in conformity with the legal regulations to withdraw from the contract.

(5)
As concerns the costs resulting from rectification or replacement, the Contractor shall bear the costs of the repair or replacement part, provided that the complaint turns out to be justified. If, for rectifying or replacing the defective item, the item has to be returned to the Contractor, the Buyer will be responsible for obtaining any import and export declarations which may be required and shall bear all costs associated with the return; the Buyer shall, in addition, observe the notes and dispositions the Contractor has separately made in respect of the return of the defective item.

(6)
Buyer shall not be entitled to warranty claims arising from a defect if the item in question deviates only insignificantly from the agreed quality, if the fitness for use is affected only insignificantly, in the case of natural wear and tear or in case of damages which have arisen after the passage of risk due to unsuitable or improper use, improper installation or commissioning by the Buyer or a third party, faulty or negligent treatment, excessive loading, improper maintenance, unsuited operating supplies, defective construction works, unsuitable subsoil or special external influences not envisaged under the contract as well as in the case of non-reproducible software faults.

(7)
The Contractor will not be liable for improper rectification by the Buyer or a third party and any consequences arising from it. The same shall apply to any changes made to delivery items without the Contractor's prior permission.

 

8. Industrial property rights and copyright, deficiencies in title

(1)
Unless agreed otherwise, the Contractor will be obligated to make delivery free from industrial property rights and copyrights of third parties (hereinafter referred to as "Property Rights" only in the country of the place of delivery. If a third party raises justified claims against the Buyer by reason of an infringement of Property Rights by the supplies made by the Contractor and used in conformity with the contract, the Contractor will be liable to the Buyer within the period of time set forth in clause I. 9.3 as follows:

a.
The Contractor will at its sole discretion and at its own expense either obtain a right to use the supplies in question, change them in such a way that the Property Right will no longer be infringed, or replace them. If this is not possible for the Contractor on reasonable conditions, the Buyer shall be entitled to the remedy of withdrawal or reduction of the purchase price.

b.
The obligations of the Contractor set out above shall apply only if the Buyer promptly notifies the Contractor in writing of the claims raised by the third party, if he does not recognise the infringement and if the Contractor retains the right to take all defence measures and enter into composition agreements. If the Buyer discontinues the use of the supply to minimise losses or for any other important reasons, he shall be obligated to point out to the third party that the discontinuation of use does not mean that he recognises that an infringement of a Property Right has taken place.

(2)
Any claims by the Buyer shall be excluded, if the infringement of the Property Right is attributable to him.

(3)
Any claims by the Buyer shall also be excluded, if the infringement of the Property Right has been caused by the Buyer's specifications, by an application which could not be foreseen by the Contractor or by the fact that the supply has been changed by the Buyer or has been used together with products which have not been supplied by the Contractor.

(4)
In case of infringement of Property Rights, the provisions set forth in I. 8.1 a) shall apply to any claims of the Buyer. As for the rest, the provisions of clause I. 7.3, shall apply accordingly.

(5)
If there are any other deficiencies in title, the provisions of clause I. 7 shall apply accordingly.

(6)
Any further claims, or any claims other than those set out in clause I. 8., raised by the Buyer against the supplier and his vicarious agent by reason of a deficiency in title shall be excluded.

 

9. Liability, statutory limitation

(1)
If the delivery item cannot be used in conformity with the contract by the Buyer through the Contractor's fault because of neglected or faulty execution of proposals made and advice given prior to or after execution of the contract, or because of the violation of any other contractual accessory obligations – in particular in respect of the operating and maintenance instructions for the delivery item – the provisions of clauses I. 7., I. 8. and I. 9. 2 shall apply accordingly to the exclusion of any other claims the Buyer may have.

(2)
The Contractor will be liable – for any legal reason whatsoever – for damages which have not been arisen on the delivery item itself only

a.
if he has acted with intent,

b.
in case of gross negligence of the owner / bodies or managerial employees,

c.
in case of culpable injury to life, body, health,

d.
in case of defects which he has fraudulently concealed or whose absence he has guaranteed,

e.
in case of defects of the delivery item to the extent that he is liable under the Product Liability Act for personal injury or injury to privately used items. In case of culpable violation of essential contractual obligations, the Contractor shall also be liable in case of gross negligence of non-managerial employees and of minor negligence. In the latter case liability shall be limited to reasonably foreseeable damage that is typical of the contract. Any further claims shall be excluded.

(3)
Any claims by the Buyer – for any legal reasons whatsoever – shall expire by limitation after 12 months. In respect of claims for damages pursuant to clause I. 9. 2 a – e, the legal time limits shall apply.

 

10. Governing law, jurisdiction

(1)
The principal place of business of the Contractor shall be the sole place of jurisdiction for any disputes arising directly or indirectly from the contractual relationship. The Contractor will also be entitled, however, to bring an action at the Buyer's principal place of business.

(2)
The legal relations of the parties under this contract shall be governed by the German substantive law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).

 

11. Severability

Should any provision of these General Terms and Conditions of Delivery and Payment be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a provision which comes closest to the original intention of the contracting parties.

Conditions of Purchase 2024

1.   General - scope

(1)
Our conditions of purchase apply exclusively; we shall not acknowledge the supplier’s conditions that are contrary to or vary from our conditions of purchase unless we had expressly approved the validity of such conditions in writing. Our conditions of purchase shall also apply if we unconditionally accept the supplier’s delivery although we are aware of the supplier’s conditions that are contrary to or vary from our conditions of purchase.

(3)
Our conditions of purchase only apply in dealings with entrepreneurs.
 

2.   Offer - offer documents

(1)
After receiving our order the supplier is to provide confirmation within 3 national German workdays.

(2)
We reserve the right to hold all ownership rights and copyrights in full to diagrams, drawings, calculations and other documents; these may not be made available to third parties without our express, written approval. They are to be used exclusively to honour our order; once the order has been executed, they are to be returned to us without request or at our request. In dealings with third parties, secrecy is to be maintained regarding the diagrams, drawings, calculations and other documents. Insofar, Section 9(3) applies additionally.
 

3.   Prices - payment conditions

(1)
The price stated in the order is binding. In the absence of agreements to the contrary, the price includes delivery and appropriate packaging. Returning packaging shall be subject to a separate agreement.

(2)
Prices are to be understood plus the statutory turnover tax.

(3)
The supplier undertakes to state our order number in all invoices. If the supplier fails to do so, processing delays shall not be our responsibility.

(4)
In the absence of written agreements to the contrary, we shall make payments within 30 days following receipt of the delivery and invoice at a 2% trade discount or within 90 days following receipt of the delivery and invoice without any deductions.

(5)
We are entitled to setting off and retention rights as specified by law.
 

4.   Delivery

(1)
The delivery time stated in the order is binding.

(2)
The supplier undertakes to inform us in writing without delay if it realises that the stated delivery time cannot be honoured.

(3)
In the event of default in delivery, we shall be entitled to assert the statutory claims. We are entitled, in particular, following expiry in vain of a reasonable period to demand claims for damages instead of performance and withdrawal.

(4)
Early deliveries or partial deliveries may only be made with our written consent.

 

5.   Passing of risk - documents

(1)
In the absence of written documents to the contrary, deliveries are to be performed “DPP” (Incoterms 2020).

(2)
The Supplier undertakes to state our order number in all shipping documents and delivery notes. If the Supplier fails to do so, processing delays shall not be our responsibility.

 

6.   Inspecting defects - liability for defects

(1)
We shall inspect the goods within a reasonable period as regards potential, obvious quality and quantity variations. Notification of defects shall be deemed given in good time if the supplier receives it within a period of 10 German national workdays calculated from receipt of the goods or in the event of hidden defects once such defects are identified.

(2)
We are entitled to the statutory warranty claims without limitations; in any case, we shall be entitled to demand, at our request, that the supplier either rectifies defects or supplies a new item. The right to claim for damages, in particular a claim for damages instead of performance, is expressly reserved.

(3)
We are entitled to rectify defects at the supplier’s cost in the event of imminent danger or in the event of particular urgency.

(4)
The period of limitation is 24 months calculated from the passing of risk. This does not apply if the law specifies longer periods.

(5)
Payment by us does not mean that we acknowledge that the delivery is as per agreement or is fault-free.

(6)
Our approval with regard to the supplier’s technical documents and/or calculations does not affect the supplier’s liability for defects.

(7)
Imposing contractual penalties is reserved up until payment in full, including without the express statement of a corresponding reservation.

 

7.   Product liability and third party liability insurance cover

(1)
The supplier is liable in accordance with statutory requirements.

(2)
The supplier is to render us exempt from potential product liability provided the supplier is responsible for the fault that triggers liability.

(3)
The supplier undertakes to maintain an employer’s liability and product liability insurance policy with an amount covered of at least € 10 million for each case of personal/material damage – on a flat-rate basis – during the period in which this contract is executed and up until the respective expiry of the period of limitation. On request, the supplier is to present corresponding insurance confirmation.

 

8.   Proprietary rights

(1)
The supplier guarantees that no third party rights shall be infringed upon in conjunction with the supplier’s delivery.

(2)
If third party rights are infringed upon in conjunction with the supplier’s delivery and/or a third party brings an action against us as a result, the supplier undertakes to render us exempt at the first request from any claims. We are not entitled to enter into a composition agreement with the third part without approval by the supplier.

(3)
The supplier’s obligation to render us exempt refers to all expenses that we incur as a result of or in conjunction with action brought by a third party. The period of limitation is 48 months calculated from the passing of risk.

 

9.   Reservation of title regarding provisions and tools - secrecy

(1)
Materials and parts made available by us shall remain our property. These are to be used exclusively in accordance with the provisions and for manufacturing the goods we have ordered. Materials shall be processed and parts put together on our behalf. Agreement has been reached that we shall acquire co-ownership of the products manufactured by way of using our materials and parts in the proportion of the value of the provision to that of the overall product. Such overall products shall be stored by the supplier on our behalf.

(2)
We reserve ownership to tools and/or models that we own. The supplier undertakes to use tools and/or models that we own exclusively to manufacture the goods that we have ordered.

(3)
The supplier undertakes to maintain strict secrecy regarding all received diagrams, drawings, calculations and other documents and information. These may only be disclosed to third parties following our express approval. The obligation to maintain secrecy shall continue to apply once this contract has been executed; it shall cease to apply if and insofar as the production know-how contained in the surrendered diagrams, drawings, calculations and other documents has become general knowledge.

(4)
All materials and parts made available to us, tools and/or models that we own as well as diagrams, drawings, calculations and other documents and information surrendered by us are to be returned to us on request free of charge and without delay.

 

10.   Jeopardising the execution

If the supplier’s economic situation deteriorates during the term of the order in a manner that seriously jeopardises executing the contract, if the supplier discontinues its payments (including temporarily) or if an application is filed for insolvency or for court or out-of-court composition proceedings, we shall be entitled to withdraw from the contract regarding the part that has not been executed. We shall be entitled to withdraw in full provided the partial execution is of no interest to us.

 

11.   Foreign trade and payments law and Supplier details

(1)
The Supplier is to make available to us free of charge in its offers and order confirmation complete details about all information relevant to an export or rendering, such as the • Statistical goods number • Country of origin of the goods ( certificate of origin) • Preferential origin of the goods • Details whether or not the delivery item is subject to a delivery item (e.g. listed in the export list or the EU Dual Use List) • Details whether or not the ordered goods are subject to country-specific trading restrictions • Details whether or not the delivery item is subject to US law • Details of all relevant list numbers (e.g. export list, EU Dual Use List, Commodity Control List and country-specific sanctions etc.) We reserve the right to withdraw from the contract in the event that we are not granted an export license that may be necessary.

(2)
The goods must satisfy all relevant requirements such as product safety or environmental protection requirements such that they can be used without restrictions in the EU and in the country of determination (provided the Supplier was informed of this). Statements, confirmation and registration etc. are to be made available or procured or made by the Supplier without a request to do so and free of charge.

(3)
The Supplier is to provide us with confirmation of the origin/source of the goods in compliance with the statutory requirements, including by way of a Supplier's declaration or a declaration of origin or EUR1. In the Supplier's declaration, the Supplier/manufacturer is to state the originating status of its goods in accordance with the valid origin regulations of the country of destination that we state to the Supplier. On request, the Supplier is to present the certificate of origin free of charge.

(4)
The Supplier is to comply with any substance bans resulting from legal standards.

 

12.   Technical documentation

(1)
In the absence of agreements to the contrary, the technical documentation, and all requested records, must be an element of the principal delivery.

(2)
In the absence of agreements to the contrary, the technical documentation shall be supplied in paper form and as a CD.

 

13.   Safety conditions

(1)
All deliveries/services are to correspond with the latest technological developments, the relevant provisions and regulations (e.g. DIN standards).

(2)
Statutory requirements that apply in the transition period are to be taken into consideration. E.g. RoHS-directive (2011/65/EU and 2015/863/EU). The Supplier makes sure that its products/deliveries/services comply with prevailing FuelConan Rights and their accompanying actualizations e.g. CLP-decree (EG (No. 1272/2008) or REACH (EG-decree No. 1907/2006).

(3)
This applies, in particular, regarding the environmental protection provisions that apply in the EU, the Federal Republic of Germany and at the Principal's registered office. If a CE mark is proposed for this delivery in accordance with EC guidelines, such a mark is to be attached and the specified documentation is to be delivered with the goods.

(4)
By way of returning the confirmation of order, the Contractor is to confirm to the Principal that it shall comply with all applicable EU Directives and shall apply harmonised standards associated with such Directives. The Contractor is responsible for compliance and implementation.

 

14.   Software

(1)
Software shall be made available to us on data carriers that are customary in the market in machine-readable code in addition to user documentation.

(2)
In addition, software that is developed individually for us is to be surrendered in the source code with the manufacturer's documentation. Copies of source code and manufacturer's documentation are to be handed over to us upon acceptance, and must correspond with the programme status at the time of acceptance.

(3)
As part of the liability for defects, measures conducted regarding the software are to be incorporated in the source code and the manufacturer's documentation without delay. A copy of the respective up-dated status is to be made available to us without delay free of charge

 

15.   Utilisation rights

(1)
We shall irrevocably acquire an exclusive utilisation right, which is not limited in terms of time or geographical location, to the deliveries and services we develop, such as software. This comprises every known type of utilisation including the right to rework, duplicate, alter, extend, and grant third parties basic utilisation rights provided a restriction does not arise in the following sub-sections.

(2)
If the acquisition of a utilisation right in accordance with the aforementioned sub-section conflicts with third party rights to outside programmes or other outside performance results incorporated in the services, the scope of our utilisation right is to be agreed upon accordingly in the contract. Such third party programmes or other outside performance results may not be integrated without our prior consent.

(3)
The Supplier remains authorised, in the case of obtaining the performance results, to continue to use related standard programmes, programme components, tools and know-how it has incorporated, including for third party orders.

(4)
The Supplier shall only be entitled to publish any kind of performance results created for us - including in parts - following written approval by the Principal.
 

16.   Data protection

(1)
The Supplier is to process personal data in compliance with the statutory requirements.

(2)
We shall save personal data in compliance with the statutory requirements.

 

17.   Code of conduct for suppliers

(1)
The Supplier shall not employ any persons under the age of fifteen years of age. In the case of dangerous work, the Supplier shall not employ any persons under the age of eighteen years of age for the manufacture of the goods or the rendering of services (child labour). The Supplier shall endeavour to determine, to an acceptable extent, whether or not child labour is used for its deliveries in respect of manufacturing goods or rendering services, and such a reasonable investigation did not establish any details in that respect. The Supplier's workers used for the manufacture and delivery of the goods or the rendering of the services are present on a voluntary basis. The Supplier shall compensate HORIBA FuelCon GmbH for any damage resulting from the violation of these provisions by the Supplier or one of its suppliers. The Supplier shall, insofar, render HORIBA FuelCon GmbH exempt.

(2)
If HORIBA FuelCon GmbH informs the Supplier of violation of sub-section 1, the Supplier shall rectify such violation without delay. If HORIBA FuelCon GmbH establishes that the Supplier has not rectified the violation within a reasonable period, this shall constitute good cause for HORIBA FuelCon GmbH to terminate without notice contacts that may have been entered into with the Supplier.

(3)
The Supplier shall not conduct any illegal practices such as making financial allowances or other gifts to employees of HORIBA FuelCon GmbH or their family members for the purpose of receiving orders from HORIBA FuelCon GmbH. It shall not conduct such practices in the future. In the event of violation, HORIBA FUELCON GMBH may terminate without notice contracts that may have been entered into with the Supplier. The Supplier shall then be required to provide compensation and render HORIBA FuelCon GmbH exempt from claims that third parties may assert against HORIBA FuelCon GmbH.

 

18.   Place of jurisdiction - place of performance - applicable law

(1)
Our company headquarters is deemed the place of jurisdiction. We reserve the right to bring legal action at the supplier’s legal place of jurisdiction.

(2)
In the absence of agreements to the contrary in the order, the place of performance is deemed the place of receipt stated in the order, alternatively our company headquarters.

(3)
The law of the Federal Republic of Germany applies by way of exclusion of the conflicting rules and the United Nations Convention on the International Sale of Goods (CISG).

 

19.   Miscellaneous

(1)
In the event that individual provisions of these terms and conditions of business or the contact entered into by us and the supplier are or become wholly or partially invalid, this shall not affect the other conditions.

(2)
We shall only be exempt from the obligation to deduct taxes in accordance with Section 48 b(1) EStG (German Income Tax Act), if the supplier presents us with a valid certificate of exemption issued by the tax office responsible for the supplier. Presenting a copy of the certificate of exemption shall be deemed sufficient provided the certificate of exemption was not issued on an order-related basis.

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