General Terms of Delivery of FATH Mechatronics GmbH
Clause 1 Validity
(1) All deliveries, services and offers by the seller are provided exclusively on the basis of these General Terms of Delivery. They form part of all contracts which the seller concludes with its contractual partners (also referred to herein below as the “Clients”) relating to the deliveries and services offered by it. They also apply to all future deliveries, services or offers to the client, even if they are not the subject of a further separate agreement.
(2) The terms and conditions of the Client or of third parties do not apply, even if the seller does not separately exclude their validity in the case concerned. Even if the seller refers to correspondence which contains terms and conditions of the Client or of a third party or makes mention of such, this does not constitute any agreement to the validity of such terms and conditions.
Clause 2 Offer and conclusion of the contract
(1) All offers by the seller are subject to change and non-binding insofar as they are not expressly identified as binding or contain a specific acceptance period. The seller may accept orders or com-missions within fourteen days of their receipt.
(2) The sole authoritative document for the legal relations between the seller and the Client is the purchase contract concluded in writing, including these General Terms of Delivery. This fully reflects all agreements between the contracting parties on the object of the contract. Oral promises by the seller before the conclusion of this contract are not legally binding and oral agreements by the con-tracting parties are replaced by the written contract unless it is expressly stated therein that they will continue to be binding in each case.
(3) Effective supplements and amendments to the agreements reached, including these General Terms of Delivery, must be in writing. With the exception of executives or authorized representatives, the buyer’s employees are not entitled to reach oral agreements which differ here from. Transmission by fax is sufficient to comply with the written form, otherwise telecommunication, in particular e-mail, is not sufficient.
(4) Information from the seller on the object of the delivery or service (e.g. weight, dimensions, utility value, capacity, tolerances and technical data) as well as our representations of the same (e.g. drawings and illustrations) are only approximately applicable, unless usability for the contractually envisaged purpose requires precise conformity. These are not guaranteed characteristics but descriptions or identifications of the delivery or service. Differences which are customary in the trade and differences which are the result of legal provisions or represent technical improvements, as well as the replacement of components with parts of equivalent value, are permissible insofar as they do not detract from usability for the contractually envisaged purpose. The seller reserves the right to fall below or exceed the quantity ordered by a quantity customary in the trade of 10%.
(5) The seller retains ownership of or copyright for all offers and cost estimates issued by it as well as drawings, illustrations, calculations, brochures, catalogs, models, tools and other documents and resources made available to the Client. Without the express consent of the seller, the Client may not make these items, or the content thereof, accessible to third parties, make them known to third parties, or use or reproduce them either itself or through a third party. On request by the seller, it must return these items thereto in their entirety and, where applicable, destroy any copies made thereof if they are no longer needed by it in the proper course of business or if negotiations do not result in the conclusion of a contract.
Clause 3 Prices and payment
(1) Prices are valid for the scope of services and deliveries listed in the order confirmations. Additional or special services are invoiced separately. Prices are in euros ex works plus packaging, shipment (flat-rate fee for forwarding), statutory value added tax, customs for export deliveries plus duties and other public charges.
(2) Insofar as the prices agreed are based on the seller’s list prices and delivery is not to be made until more than four months after the conclusion of the contract, the seller’s list prices valid at the time of delivery apply (in each case less an agreed percentage or fixed discount).
(3) Unless otherwise agreed in writing, sums invoiced are to be paid within thirty days without any discount. The relevant date in relation to payment is the date of receipt by the seller. Checks are deemed to have been paid only after cashing. If the Client has not paid by the due date, then interest will be charged on the outstanding amounts at a rate of 5% p.a. as from the due date; this does not affect the application of higher interest rates and additional damages in case of default.
(4) Offsetting with counterclaims of the Client or the retention of payments on account of such claims is only permissible insofar as the counterclaims are undisputed or finally and bindingly established.
(5) The seller is entitled to make outstanding deliveries or provide outstanding services only against prior payment or deposit if, after the conclusion of the contract, circumstances become known to it which might considerably reduce the Client’s creditworthiness and on account of which payment by the Client of the seller’s outstanding demands from the contractual relationship concerned (including those from other individual orders for which the same framework contract applies) is put at risk.
Clause 4 Delivery and delivery period
(1) Deliveries are ex works.
(2) Terms and deadlines announced by the seller in advance for deliveries and services are only ever approximate unless a fixed term or a fixed deadline is expressly promised or agreed. Insofar as shipment has been agreed, delivery periods and delivery deadlines relate to the time of handover to the forwarding agent, freight carrier or other third party commissioned for transportation.
(3) Notwithstanding its rights with respect to default by the Client, the seller may ask the Client for an extension to the period allowed for delivery or service or a postponement of the deadline set for delivery or service by the period of time for which the Client fails to meet its contractual obligations with respect to the seller.
(4) The seller is not liable for impossibility of delivery or for delays in delivery insofar as these have been caused by force majeure or other events which were not foreseeable at the time the contract was concluded (e.g. operating disruptions of any kind, difficulties in procuring materials or power, transport delays, strikes, lawful lockouts, workforce, energy or raw materials shortages, difficulties in procuring necessary official approvals, official measures or non-delivery or incorrect or late delivery by suppliers), for which the seller is not responsible. Insofar as such events make it considerably more difficult or impossible for the seller to provide its supplies or services and the obstacle is not merely of a temporary duration, the seller is entitled to withdraw from the contract. In case of obstacles of a temporary duration, the delivery periods or performance periods will be extended or the delivery deadlines or performance deadlines will be postponed by the period of the obstruction plus a reasonable run-in period. Insofar as the Client cannot be expected to accept the delivery or service as a result of the delay, it may withdraw from the contract through immediate written notification to the seller.
(5) The seller is only entitled to make part deliveries if
– the part delivery is usable by the Client in the context of the use intended according to the con-tract,
– the delivery of the rest of the goods ordered is ensured and
– this does not mean that the Client incurs any considerable extra expense or additional costs (unless the seller declares that it is prepared to accept these costs).
(6) If the seller falls behind with a delivery or service or if it is unable to provide a delivery or service for whatever reason, then the seller’s liability is limited to compensation in accordance with Clause 8 of these General Terms of Delivery.
(7) The returning of non-defective goods without any legal or contractually agreed reason requires our prior consent. If goods are taken back for reasons not imposed by law, contract or otherwise, the seller may claim a flat-rate sum of 25% of the net invoice amount of the goods taken back as lost profit. The buyer is entitled to provide evidence that the seller has incurred no loss or a smaller loss. The buyer, in addition to the lost profit, also has to bear the costs of returning the goods to the seller.
Clause 5 Place of performance, shipment, packaging, transfer of risk, acceptance
(1) The place of performance for all obligations arising out of the contractual relations is, unless oth-erwise specified, the registered office of the seller. If the seller is also responsible for installation, the place of performance is the place where installation has to be carried out.
(2) The means of shipment and packaging are subject to the due discretion of the seller.
(3) At the latest, risk is transferred to the Client on handover of the item being delivered to the forwarding agent, freight carrier or other third party specified for carrying out shipping (commencement of the loading process being decisive). This also applies if part deliveries are made or the seller has taken on other services (e.g. shipment or installation). If shipment or handover is delayed owing to circumstances attributable to the Client, risk is transferred to the Client on the day when the item being delivered is ready for shipment and the seller has notified the Client thereof.
(4) Storage costs after the transfer of risk will be borne by the Client. In case of storage by the seller, the storage costs amount to 0.25% of the invoice amount of the items being delivered that are to be stored per full week. The right to claim for additional storage costs or request proof of lower storage costs remains reserved.
(5) The consignment will be insured by the seller against theft, breakage, damage in transit, fire or water damage or other insurable risks only at the express wish of the Client and at the costs thereof.
(6) If acceptance has to be provided, the purchased product is deemed to have been accepted if
– delivery and, insofar as the seller is also responsible for installation, installation has been com-pleted,
– the seller has notified the Client hereof, making reference to tacit acceptance according to the present Clause 5(6), and requested acceptance,
– seven working days have passed since delivery or installation or the Client has started using the purchased product (e.g. the delivered equipment has been put into operation) and, in this case, six working days have passed since delivery or installation, and
– the Client has failed to accept the goods within this period for a reason other than owing to a defect notified to the seller that makes use of the purchased product impossible or significantly impairs it.
Clause 6 Warranty, material defects
(1) The warranty period is one year as from delivery or, insofar as acceptance is necessary, as from acceptance.
(2) The items delivered are to be carefully inspected immediately after their delivery to the Client or to the third party specified by it. They are considered to have been approved if no written notice of defects is received by the seller with respect to apparent defects or other defects which were identifiable during an immediate, careful inspection within two working days after delivery of the item delivered, or otherwise within two working days of discovery of the defect or any earlier time when the defect was recognizable by the Client during normal use of the item delivered without closer inspection, in the form specified in sentence 6 of Clause 2(2). At the request of the seller, the item delivered to which the complaint relates is to be sent back to the seller carriage paid. If the notice of defects is justified, the seller will reimburse the costs of the cheapest method of shipment; this does not apply insofar as the costs rise because the item delivered is located somewhere other than the place of intended use.
(3) In case of material defects in the items delivered, the seller is initially obliged and entitled to repair them or deliver replacements according to its choice to be made within a reasonable period. In the event of failure, i.e. repair or replacement delivery is impossible, unreasonable, refused or disproportionately delayed, the Client may withdraw from the contract or reduce the purchase price by a reasonable amount.
(4) If the seller is to blame for a defect, the Client may demand compensation under the conditions stipulated in Clause 8.
(5) In the event of defects in components from other manufacturers, which the seller cannot remedy for reasons of licensing law or for factual reasons, then, at its choice, the seller will make its warranty claims against the manufacturer and supplier on the Client’s account or transfer title to the Client. Warranty claims against the seller exist for defects of this kind under other conditions and in accordance with these General Terms of Delivery only if the legal enforcement of the abovementioned claims against the manufacturer and supplier was unsuccessful or is futile, for example because of insolvency. For the duration of the legal dispute, the period of limitation is suspended as regards the Client’s warranty claims in this matter against the seller.
(6) The warranty becomes invalid if the Client modifies the item delivered without the approval of the seller or allows it to be modified by a third party and remedying of the defect is made impossible or is unreasonably complicated on account thereof. In each case, the Client must bear the additional costs of remedying defects caused by the modification.
(7) A delivery of used items agreed with the Client in any given case is carried out under exclusion of any warranty for material defects.
Clause 7 Property rights
(1) In accordance with the present Clause 7, the seller vouches for the fact that the item delivered is free of third party industrial property rights or copyright. Each contractual partner will immediately inform the other contractual partner in writing in the event that claims are made against it due to the infringement of such rights.
(2) In the event that the item delivered infringes a third party industrial property right or copyright, then, according to its choice and at its own costs, the seller will either alter or exchange the item delivered in such a way that it no longer infringes any third party rights, but so that the item deliv-ered continues to fulfill its contractually agreed functions, or procure the right of use for the Client by concluding a license contract. If it does not manage to do this within a reasonable period, the Client is entitled to withdraw from the contract or reduce the purchase price by a reasonable amount. Any claims for compensation by the Client are subject to the limitations laid down in Clause 8 of these General Terms of Delivery.
(3) In event of infringements of rights by products from other manufacturers delivered by the seller, then, according to its choice, the seller will make its claims against the manufacturer and previous supplier on the Client’s account or transfer title to the Client. Claims against the seller exist in this case in accordance with the present Clause 7 only if the legal enforcement of the abovementioned claims against the manufacturer and previous supplier was unsuccessful or is futile, for example because of insolvency.
Clause 8 Liability for damages in case of default
(1) The seller’s liability for damages, regardless of the legal grounds but in particular due to impossi-bility, delay, defective or incorrect delivery, contractual infringement, infringement of duties during contract negotiations and action in tort is, insofar as there is a question of blame in each case, limited in accordance with the present Clause 8.
(2) The seller is not liable in the event of simple negligence by its organs, legal representatives, em-ployees or other vicarious agents, insofar as this does not amount to an infringement of essential obligations. Considered essential to the contract are the obligations for prompt delivery and installation of the delivered item free of significant defects and duties of consultation, protection and care, which are supposed to enable use of the delivered item in accordance with the contract by the Client or which serve the purpose of protecting the life and limb of personnel of the Client or protection of the Client’s property against considerable damage.
(3) Insofar as the seller is liable for damages on the grounds of and in accordance with Clause 8(2), this liability is limited to damage which the seller has foreseen when concluding the contract as a possible consequence of a contractual infringement or which, by applying due care and attention, it should have foreseen. Furthermore, indirect damage and consequential damage resulting from defects in the item delivered are only subject to compensation insofar as such damage is typically to be expected when using the item delivered as intended.
(4) In the event of liability for simple negligence, the seller’s obligation to provide compensation for property damage and further damage to assets resulting therefrom is limited to an amount of EUR 5,000,000 per claim (corresponding to the current sum covered under its product liability insurance or third party insurance), even if the case relates to an infringement of obligations essential to the contract.
(5) The above liability exclusions and limitations apply to the same extent in favor of the seller’s organs, legal representatives, employees and other vicarious agents.
(6) Insofar as the seller provides technical information or acts as an adviser and this information or advice is not part of the contractually agreed scope of performance owed by it, this is done free of charge and with the exclusion of any liability.
(7) The limitations of the present Clause 8 do not apply to the seller’s liability on account of deliber-ate actions, to guaranteed characteristics, on account of injury to life, limb or health or according to the product liability law.
Clause 9 Reservation of ownership
(1) The following agreed reservation of ownership serves as security for any demands of the seller against the buyer, existing now and in the future, arising out of the delivery relationship existing between the contractual partners (including balance claims from a current account relationship limited to the present delivery relationship).
(2) The goods delivered by the seller to the buyer remain the seller’s property until full payment of all secured demands. The goods, as well as the goods included in the reservation of ownership to take their place in accordance with the present clause, are referred to hereinbelow as reserved goods.
(3) The buyer stores the reserved goods free of charge for the seller.
(4) The buyer is entitled to process and sell the reserved goods in the normal course of business up to the point of instigation of recovery (paragraph 9). Pledging as collateral and transfer by way of security are not permissible.
(5) If the reserved goods are processed by the buyer then it is agreed that the processing is carried out in the name and on behalf of the seller as manufacturer and the seller directly acquires owner-ship or, if the processing is carried out with materials from a number of owners or the value of the processed objects is higher than the value of the reserved goods, co-ownership (fractional owner-ship) of the newly produced objects in relation to the value of the reserved goods to the value of the newly produced object. In the event that the seller should not acquire such ownership, the buyer hereby transfers its future ownership or, in the abovementioned circumstances, co-ownership of the newly produced object as security to the seller. If the reserved goods are combined or inseparably mixed with other objects to form an integral object and if one of the other objects is to be regarded as the main object, then, insofar as the main object belongs to it, the seller transfers co-ownership of the integral object to the buyer on a pro rata basis in the ratio specified in the 1st sentence.
(6) In the event that the reserved goods are sold on, the buyer hereby transfers the resulting claim against the acquirer or, in case of co-ownership of the seller of the reserved goods on a pro rata basis according to the proportion of co-ownership, to the seller by way of security. The same applies to other claims which take the place of the reserved goods or which otherwise arise with reference to the reserved goods, such as insurance claims or claims arising from actions in tort in case of loss or destruction. The seller revocably authorizes the buyer to collect the claims transferred to the seller in its own name. The seller may only revoke this power of collection in case of recovery.
(7) If a third party takes possession of the reserved goods, in particular by distraint, the buyer will immediately point out the seller’s ownership thereto and inform the seller thereof in order to allow it to implement its rights of ownership. Insofar as the third party is not in a position to compensate the seller for legal or out-of-court costs incurred in this connection, the buyer is liable with respect to the seller for this.
(8) On request and if it so chooses, the seller will release the reserved goods and/or the objects or claims taking their place, insofar as their value exceeds the amount of the secured claims by more than 50%.
(9) If, in the event of behavior by the buyer contrary to the contract, in particular late payment, the seller withdraws from the contract (case of recovery), it is entitled to demand the reserved goods.
Clause 10 Concluding provisions
(1) The legal venue for all and any disputes arising out of the business relations between the seller and the Client is, according to the seller’s choice, the registered office of the seller or the registered office of the Client. For claims against the seller, the registered office of the seller is the exclusive legal venue. This provision does not affect compulsory legal provisions on exclusive legal venues.
(2) The relations between the seller and the Client are exclusively subject to the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods dated April 11, 1980 (CISG) does not apply.
(3) Insofar as the contract or these General Terms of Delivery contain loopholes, those legally effective provisions which the contractual partners would have agreed according to the commercial aims of the contract and the purpose of these General Terms of Delivery if they had been aware of the loopholes are considered to be agreed in order to close these loopholes.
The Client notes the fact that the seller stores data arising out of the contractual relations in accord-ance with Section 28 of the Federal Data Protection Act for the purposes of data processing and reserves the right to transmit the data to third parties (e.g. insurance companies) insofar as this is necessary for the execution of the contract.
Status as of: 01.01.2014
The company is a German private limited company with its registered office in Spalt, Germany Registry court – Nuremberg HRB 10906
General Terms of Purchase of FATH Mechatronics GmbH
Clause 1 Validity
(1) All deliveries, services and offers by our suppliers are provided exclusively on the basis of these General Terms of Purchase. They form an integral part of all contracts that we conclude with our suppliers in relation to the deliveries or services offered by them. They also apply to all future deliv-eries, services or offers to the client, even if they are not the subject of a further separate agree-ment.
(2) The terms and conditions of our suppliers or of third parties do not apply, even if we do not separately exclude their validity in the case concerned. Even if we refer to correspondence which contains terms and conditions of the supplier or of a third party or makes mention of such, this does not constitute any agreement to the validity of such terms and conditions.
(3) The seller guarantees that it will comply with the provisions on accident prevention that are relevant in each case in its own business and that it will comply with the applicable safety provisions.
Clause 2 Commissions and orders
(1) Insofar as our offers do not expressly contain a commitment period, we will be bound thereby for one week following the date of the offer. The relevant date for timely acceptance is the date of receipt of the declaration of acceptance by us.
(2) We are entitled to change the time and place of delivery and the type of packaging at any time through written notification providing notice of at least 7 calender days before the agreed delivery date. The same applies to changes of product specifications insofar as these can be implemented within the framework of the normal production process of the supplier without considerable addi-tional expenditure, in these cases the notice period according to the preceding sentence being at least 1 week . We will reimburse to the supplier the proven and reasonable additional costs incurred as a result of the change in each case. If such changes result in delays to delivery which cannot be avoided with reasonable effort in the normal production and business of the supplier, the originally agreed delivery date is postponed accordingly. The supplier will provide us with written notification of the additional costs or delivery delays expected by it on the basis of careful estimation in good time before the delivery date, but at least within 3 working days following receipt of our notice according to sentence 1.
(3) We are entitled to terminate the contract at any time through written declaration stating the grounds if we can no longer use the ordered products in our business owing to circumstances arising after the contract was concluded. In this case, we will pay the supplier for the part performance provided by it.
(4) The supplier is obliged to manufacture the goods in accordance with current production specifications (sketches, drawings and other specifications) of FATH Mechatronics GmbH insofar as the goods are to be manufactured as agreed according to drawings, sketches or specifications. These also include specifications agreed in relation to the design of labels and packaging. The supplier is obliged, before starting production, to request the latest version of the production specifications from FATH Mechatronics. Goods which have been produced according to earlier documents and therefore do not follow the specifications in the current documents (sketches, drawings and other specifications) may therefore be materially defective.
Clause 3 Prices, payment terms, invoice details
(1) The price stated in the order is binding.
(2) Unless otherwise agreed in writing, the price includes delivery and transportation to the address specified in the contract, including packaging.
(3) Insofar as, according to the agreement reached, the price does not include packaging and remu-neration for packaging (provided not merely on loan) is not expressly determined, the latter is to be charged at the demonstrable cost price. At our request, the supplier has to take the packaging away at its own cost.
(4) For the timeliness of payments owed by us, receipt of our transfer order by our bank is sufficient.
(5) Our order number, the item number, the delivery quantity and the delivery address are to be stated in all order confirmations, delivery notes and invoices. Should one or more of these details be missing and, as a result, within the framework of our normal course of business, processing by us is delayed, the payment periods specified in paragraph 4 are extended by the period of the delay.
(6) In the event of a delay in payment, we owe default interest of five percentage points above the base rate according to Section 247 BGB (German Civil Code).
Clause 4 Delivery period and delivery, transfer of risk
(1) The delivery period (delivery date or deadline) specified in the order is binding. Early deliveries are not permitted.
(2) The supplier is obliged to inform us immediately in writing if circumstances arise or become ap-parent in which the delivery period cannot be met.
(3) If the day on which delivery has to be made at the latest can be determined on the basis of the contract, the supplier is in default when this day passes without any reminder having to be provided by us.
(4) In the event of a delay in delivery, we have an unlimited entitlement to legal claims, including the right of withdrawal and the right to damages in lieu of performance after expiry of a reasonable further period without delivery.
(5) The supplier is not entitled to make part deliveries without our prior written consent.
(6) Even if shipment has been agreed, risk is transferred to us only when the goods are handed over to us at the agreed place of destination.
Clause 5 Protection of ownership
(1) We reserve ownership of or copyright on commissions and orders issued by us and drawings, illustrations, calculations, descriptions and other documents made available to the supplier. Without our express consent, the supplier may not make them accessible to third parties, make them known to third parties, or use or reproduce them either itself or through a third party. At our request, it must return these documents to us in their entirety if they are no longer needed by it in the proper course of business or if negotiations do not result in the conclusion of a contract. Any copies made hereof by the supplier are in this case to be destroyed, the only exception hereto being retention in accordance with legal retention requirements and the storage of data for security purposes within the framework of ordinary data security.
(2) Tools, devices and models which we make available to the supplier or which are made for the purposes of the contract and invoiced separately to us by the supplier remain in our ownership or are transferred to our ownership. They are to be designated as our property by the supplier, stored carefully, protected against damage of any kind and only used for the purposes of the contract. Unless otherwise agreed, the costs of maintenance and repair of these items are shared equally between the contractual partners. However, insofar as these costs are attributable to defects in such items produced by the supplier or to inappropriate use by the supplier, its employees or other vicarious agents, they are to be borne by the supplier alone. The supplier will notify us immediately of any damage to these items that is not merely minor damage. Upon request, it is obliged to hand these items over to us in proper condition if they are no longer required by it to carry out the contracts concluded with us.
(3) Reservation of ownership of the supplier only applies insofar as it relates to our payment obliga-tion with regard to those products for which the supplier reserves ownership. In particular, expanded or extended reservation of ownership is not permitted.
Clause 6 Warranty claims
(1) In the event of defects, we have an unlimited entitlement to legal claims.
(2) Deviations in quality and quantity are in any case complained about in good time if we notify the supplier thereof within 5 working days from receipt of the goods by us. Hidden material defects are in any case complained about in good time if notification is made to the supplier within 5 working days following discovery.
(3) We do not waive warranty claims through acceptance or through approval of models or samples presented.
(4) On receipt of our written notice of defects by the supplier, the period of limitation of guarantee claims is suspended. In the event of the supply of a replacement or the remedying of a defect, the warranty period for the replaced or repaired parts starts again unless we ought to have assumed, from the behavior of the supplier, that the latter did not consider itself obliged to carry out the measure, but instead carried out the supply of a replacement or the remedying of a defect merely for reasons of goodwill or similar reasons.
Clause 7 Product liability
(1) The supplier is liable for all claims made by third parties based on personal injury or damage to property which are attributable to a defective product supplied by it, and is obliged to indemnify us against any liability resulting herefrom. If we are obliged, owing to a fault in a product supplied by the supplier, to carry out a recall action with respect to third parties, the supplier bears all of the costs associated with the recall action.
(2) The supplier is obliged, at its own costs, to take out product liability insurance providing sufficient cover in each case but which, unless otherwise agreed in the case concerned, does not need to cover the risk of recall or criminal or similar damage. Upon request, the supplier will send us a copy of the liability policy at any time.
Clause 8 Property rights
(1) The supplier vouches for the fact that, in connection with its delivery, no third party property rights are infringed in countries in the European Union, North America or other countries in which it manufactures products or has them manufactured.
(2) The supplier is obliged to indemnify us against any claims that third parties make against us owing to the infringement of industrial property rights specified in paragraph 1, and to reimburse to us all unavoidable expenditure connected with this claim. This claim exists irrespective of any fault on the part of the supplier.
Clause 9 Spare parts
(1) The supplier is obliged to keep spare parts for the products supplied to us for a period of at least 3 years after delivery.
(2) If the supplier intends to cease production of spare parts for the products supplied to us, it will notify us thereof immediately after the decision to cease production. This decision must, subject to paragraph 1, be made at least 6 months before production is ceased.
Clause 10 Confidentiality
(1) The supplier is obliged to keep the terms of the order and any information and documents made available for this purpose (with the exception of publicly accessible information) secret for a period of 10 years following conclusion of the contract and to use the information and documents only for the purposes of carrying out the order. Upon request, it will immediately return them to us after inquiries have been dealt with or after orders have been processed.
(2) The supplier may not refer to the business connection in advertising material, brochures, etc. or exhibit deliverables made for us without our prior written consent.
(3) The supplier will oblige its subcontractors in accordance with the present Clause 10.
Clause 11 Assignment
The supplier is not entitled to assign its claims under the contractual relationship to any third party. This does not apply to outstanding debts.
Clause 12 Place of performance, legal venue, applicable law
(1) The place of performance is 91174 Spalt.
(2) The legal venue for all and any disputes arising out of the business relations between FATH Mechatronics and the supplier is, according to FATH Mechatronics’ choice, the registered office of the supplier or the registered office of FATH Mechatronics. For claims against FATH Mechatronics, the registered office of FATH Mechatronics is the exclusive legal venue. This provision does not affect compulsory legal provisions on exclusive legal venues.
(3) The contracts concluded between us and the supplier are subject to the law of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods (UN Convention on the International Sale of Goods).
FATH Mechatronics GmbH
Gewerbepark Hügelmühle 32
91174 Spalt Germany
Phone: +49 (0) 9175 7909-0
Fax: +49 (0) 9175 7909-129
Managing directors: Mirko Jan Fath, Dr. Frank Schütz