General Terms & Conditions

I.  General Purchasing Terms and Conditions

1. Scope of application

All deliveries and services of the supplier to Veinland GmbH, hereinafter referred to as VEINLAND, are subject to the following terms and conditions of purchase.

It is irrelevant in which form the supplier gains or has gained knowledge of the terms and conditions of purchase. For the effective inclusion of these Terms and Conditions of Purchase in the contractual relationship, it is sufficient that the Supplier has the opportunity to take note of these Terms and Conditions of Purchase, a reference to this on the order is sufficient.

A single reference to the validity of the conditions of purchase is sufficient for the effective validity also for future transactions between the supplier and VEINLAND.

Orders, supplements, amendments and agreements shall only apply if they have been issued or confirmed in writing by VEINLAND.

The supplier shall be obliged to examine the order or written order without delay and to notify VEINLAND in writing of any inaccuracies. VEINLAND shall examine this complaint as quickly as possible and shall inform the supplier immediately in writing of the result of this examination.

2. Conditions of payment

The prices on which the assignment/order/agreement is based are net prices. The applicable value-added tax shall be payable on these items as far as it is applicable.

Claims of a supplier against VEINLAND may only be assigned to a third party with the prior written consent of VEINLAND.

If no terms of payment are stipulated in the assignment/order/agreement, payments shall be due no later than 30 days after receipt of the valid invoice, unless the supplier's service is resold by VEINLAND to a third party and the third party has not yet accepted or paid for this service. The Supplier's performance shall be deemed not to have been accepted even if defects have still been discovered and these still have to be remedied.

The Supplier shall issue his invoice repeating the information contained in the purchase order. If payment is not made on time due to improper delivery and/or incomplete or incorrect invoice details, payment periods shall only commence upon clarification. The same shall apply to any incidental costs incurred by the Supplier.

VEINLAND has a right of retention vis-à-vis the supplier if the supplier has not delivered on time and/or the third party has cancelled further orders or further order volumes vis-à-vis VEINLAND due to the supplier's delay.

3. Copyrights, Exploitation Rights and Rights of Use

For all development services, design or research studies etc. imitated, specified and commissioned externally against payment by VENLAND, all copyrights, rights of use and exploitation rights shall pass to VEINLAND. Self-use of the results by the contractor/supplier is prohibited and only permitted with the written consent of VEINLAND. VEINLAND is the sole owner of the rights. The contractor/supplier shall receive the previously agreed remuneration, unless otherwise agreed and the contractor/supplier has accepted the tasks set professionally and properly by VEINLAND and this has been confirmed by VEINLAND.

4. Non-competition clause

The Supplier/Subcontractor is prohibited from approaching the employees before, after or during order processing and from soliciting them away from VEINLAND or otherwise using them for its own or third party purposes, unless this is done in execution of the order and after prior consultation with VEINLAND. Suppliers are also prohibited from accepting from VEINLAND employees the services offered by them in their own name before, during or after order processing.

Each infringement shall trigger a contractual penalty amounting to 20% of the net order value. VEINLAND reserves the right to assert any further claims for damages as well as to assert claims against the supplier/contractor for injunctive relief and for surrender of the profit.

5. Date of Delivery

The delivery dates or periods agreed with VEINLAND shall apply. These dates are binding and must be adhered to by the supplier. The order date shall apply for the calculation of the delivery period.

If the supplier - for whatever reason - is unable to meet the delivery period or delivery date, the supplier must inform VEINLAND of this immediately in writing. The reasons for the delay in delivery shall be disclosed and new binding delivery dates or periods agreed or named.

In the event of a delay in delivery, VEINLAND shall be entitled to withdraw from the contract and to claim damages from the supplier. VEINLAND shall grant the Supplier a reasonable grace period if this should be necessary. As a rule, 10 working days are to be regarded as sufficient.

If the Supplier is in default and VEINLAND accepts the delayed delivery, this shall not constitute a waiver of the aforementioned rights.

If the supplier of VEINLAND is in default of delivery (non-compliance with the delivery date or delivery period), VEINLAND shall have the right to demand from the supplier a contractual penalty of 5% of the order value for each completed week of delay in addition to the performance of the contract. VEINLAND reserves the right to assert the contractual penalty until final acceptance of the delivery.

VEINLAND shall have the right to demand compensation for the damage suffered by the Supplier. VEINLAND may, however, at its discretion, also demand from the Supplier a lump-sum compensation of up to 10% of the net order value per commenced week of delay.

The Supplier shall have the right to prove to VEINLAND that VEINLAND has suffered no or less damage as a result of the delay in delivery.

6. Dispatch and Passage of Risk

The supplier is obliged to properly pack the goods and to send them to VEINLAND. Unless the contracting parties have agreed otherwise in advance. The risk of accidental loss or accidental damage to the goods shall not pass to VEINLAND until VEINLAND has received the goods and acknowledged receipt of them. VEINLAND shall fulfil its obligation to inspect incoming goods to a sufficient extent if it has inspected the goods at random within five working days of receipt and inspected them with regard to completeness, obvious defects and identity of the goods. Any defects etc. will then be notified to the supplier in writing without delay. VEINLAND shall notify the supplier immediately of any obvious transport damage.

Any partial deliveries must be agreed; otherwise VEINLAND shall have the right to reject the performance of the service. If VEINLAND rejects partial deliveries that have not been agreed, the supplier shall bear the costs incurred for these. VEINLAND reserves the right to take further legal action.

Declaration, marking and packaging shall be carried out in accordance with the latest version of the nationally and internationally applicable regulations (e.g. ADR, RID, IMDG Code, IATA-DGR, ADNR) and provided with the prescribed, legally binding signed declarations of dangerous goods. Packaging and labelling shall comply with the existing requirements. Deviating or additional regulations of the recipient country - insofar as stated in the order - shall also be taken into account.

The Supplier shall clearly and visibly label the freight with the necessary shipping documents, delivery notes, consignment notes, stickers and markings, whereby a reference to the order number, material number and place of delivery must be indicated. This applies in particular to freight that is dispatched directly by the supplier to a third party commissioned by VEINLAND (shipments that do not affect the works).

If the supplier has declared the goods poorly, incorrectly or not at all or has not provided them with the necessary information/documents or has provided them insufficiently, VEINLAND shall be entitled to demand compensation from the supplier for the additional expenditure required and for the resulting damage.

7. Export Licence Requirement

Proofs pf origin:

Suppliers domiciled in the European Union are obliged to provide a long-term supplier declaration for all deliveries, or - unless otherwise possible - an individual supplier declaration in accordance with the provisions of Regulation (EC) No. 1207/2001, at the latest at the time of delivery.

Suppliers domiciled outside the European Union are obliged to provide proof of preferential origin (EUR.1, EUR-MED, invoice declaration etc.) in accordance with the applicable preferential agreement. If the goods are not of preferential origin, or if the preferential origin differs from the non-preferential origin, the supplier is obliged to indicate the non-preferential origin and, on separate request, to provide a certificate of origin issued by the competent authority. The country of origin must be specified. In the case of communities or groups of countries, the individual country of origin must be indicated (e.g. 'Federal Republic of Germany (European Union)').

Proofs of origin according to this paragraph are free of charge for VEINLAND.

The supplier shall be obliged to immediately notify VEINLAND in writing of any export restrictions for the goods delivered by the supplier. This obligation exists in particular in the case of so-called dual-use products in accordance with Regulation (EC) 428/2009 or other products whose export or re-export is prohibited or subject to authorisation in accordance with certain regulations.

The supplier shall fulfil the control and monitoring obligations incumbent upon him vis-à-vis his suppliers, manufacturers and dealers.

8. Warranty/Liability for Defects

The Supplier shall provide VEINLAND with the contractually agreed services/deliveries free of material defects and defects of title.

If the service/delivery does not have the agreed quality or has not been delivered in the agreed quantity, VEINLAND shall be entitled to subsequent performance by repair or new or replacement delivery at its discretion and to compensation for damages in accordance with the statutory provisions.

The supplier shall bear the expenses necessary for subsequent performance. These include in particular the costs for installation and dismantling as well as travel expenses.

If subsequent performance fails or fails within the reasonable period set by VEINLAND, VEINLAND shall be entitled to withdraw from the contract or to reduce the remuneration. VEINLAND has the right to claim damages from the supplier instead of performance. In addition, VEINLAND has the right to demand compensation from the supplier for futile expenses. Any warranty claims remain unaffected by this.

If the Supplier fails to comply with its obligation to subsequent performance or remedy defects within the grace period set by VEINLAND, VEINLAND shall have the right to carry out the work itself if this should be necessary, in particular in cases of imminent danger. The Supplier shall bear the additional costs incurred for this and reimburse VEINLAND. VEINLAND shall have the right to continue to demand subsequent performance or the rectification of defects from the supplier despite VEINLAND performing the same itself.

If VEINLAND has withdrawn from the contract for reasons for which the Supplier is responsible, VEINLAND shall have the right to continue to use the performance/goods free of charge until sufficient replacement has been procured. The same applies if the use is made by a third party.

VEINLAND is not liable for any consequential damages.

VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

9. Electrical and Electronic Equipment Act, Electrical and Electronic Substances Ordinance

The supplier is obliged to comply with the provisions of the law on the placing on the market, take-back and environmentally compatible disposal of electrical and electronic equipment (ElektroG), the Ordinance on Electrical and Electronic Equipment (Elektro- und Elektronik-Stoff-VO) and to fulfil the resulting obligations.

10. Product liability

The Supplier shall be obliged to indemnify VEINLAND against claims by third parties for defects arising from its performance/goods/supply products. This shall also apply to any costs incurred in the event of a recall. VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

The Supplier warrants that it has appropriate insurance at its own expense. VEINLAND is entitled at any time to demand the submission of proof.

11. Documents, data carriers etc.

If VEINLAND provides the Supplier with data, data carriers, samples, drawings, product descriptions, specifications, etc., these shall be returned by the Supplier free of charge immediately upon VEINLAND's request. These documents etc. are protected by copyright and are the property of VEINLAND. These documents may not be passed on to third parties without permission for inspection, duplication, distribution, exploitation or otherwise made accessible.

12. Trade secrets

The supplier shall keep VEINLAND's trade and business secrets confidential. He shall be obliged to treat orders from VEINLAND and the related commercial and technical details as trade and business secrets.

13. Compliance

The supplier is obliged to comply with all relevant laws, ordinances etc. which exist in connection with the execution of the order. In particular, he is obliged to comply with the provisions of social security law, criminal law, antitrust law, the minimum wage law and to ensure that child labour is not used.

The supplier is obliged to comply with the relevant anti-corruption laws and regulations and to refrain from making any financial contributions or any other gifts to employees of VEINLAND or their family members.

The supplier is obliged to apply the MiLoG and to observe the regulations of the UN Global Compact Initiative.

The supplier shall endeavour to oblige any subcontractors and suppliers to comply with the regulations, for example.

14. Ancillary provisions

The law of the Federal Republic of Germany shall apply exclusively with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the International Sale of Goods.

Place of performance and jurisdiction is the registered office of VEINLAND.

If a provision of these Terms and Conditions of Purchase or other agreements is/becomes invalid or unenforceable in whole or in part, or if a loophole is found therein, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

15. Written form

Changes to the above provisions must be made in writing.

 

II.  General Terms of Delivery

1. Scope

All deliveries and services by VEINLAND GmbH, hereinafter referred to as VEINLAND, are based on the following General Terms and Conditions (GTC). The Customer's terms and conditions of contract and purchase shall not become part of the contract even in the event of our delivery without VEINLAND's express objection. Software licenses are granted based on the VEINLAND license agreement, which then applies in addition to the General Terms and Conditions.

2. Conclusion of the contract

Offers from VEINLAND are subject to change without notice. Orders and commissions of the customer must be in writing. Acceptance by VEINLAND shall be made either in writing or by delivery. Assurances deviating from this are only valid if confirmed in writing by VEINLAND.

3. Delivery and delays in delivery

Delivery data transmitted or agreed with the Customer shall be deemed to be approximate values and shall only be binding if VEINLAND has designated them as binding in writing. VEINLAND shall not be responsible for delays in delivery due to force majeure, changes in official approvals or legislation, operational disruptions, industrial disputes, material procurement problems, even if they occur at suppliers and binding delivery dates which have been agreed. In such cases, the agreed delivery date shall be tacitly extended by the reasonable period necessary to remove the obstacle and its consequences. VEINLAND is entitled to make partial deliveries. These are to be accepted by the customer as far as reasonable.

Claims for damages by the Customer due to delay are excluded in any case, unless the delay is due to intent or gross negligence on the part of VEINLAND.

If VEINLAND's supplier is in default of delivery (non-compliance with the delivery date or the delivery period), VEINLAND shall be entitled to demand from the supplier a contractual penalty of 5 % of the order value per completed week of default in addition to performance of the contract. VEINLAND reserves the right to assert the contractual penalty until the final acceptance of the delivery.

VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

4. Dispatch, Transfer of risk

The goods are shipped ex warehouse of VEINLAND. For all deliveries, the risk of accidental loss or accidental damage shall pass to the customer as soon as the goods have been handed over to the carrier, even if carriage paid delivery has been agreed. If dispatch is delayed due to circumstances for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for dispatch.

5. Terms of payment

All deliveries and services shall be invoiced by VEINLAND at the prices valid on the day of conclusion of the contract. The indicated prices are ex stock VEINLAND. In addition, there are packaging and shipping costs as well as the applicable statutory value-added tax. VEINLAND has the right to adjust its prices to market prices at any time and without prior notice. This shall also apply within the context of framework call-off agreements.

If no terms of payment are specified in the order, all payments are due within 5 days of the invoice date without deduction. If the Customer defaults on payment, VEINLAND shall be entitled to charge interest on arrears of at least 8 % above the respective discount rate of the Deutsche Bundesbank. If the Customer is in default of payment, all claims of VEINLAND against the Customer shall immediately become due for payment. This shall also apply in the event of a significant deterioration in the customer's financial situation and cessation of payments by the customer. The acceptance of cheques and bills of exchange at VEINLAND's free discretion shall only take place on account of performance.

Expenses shall be borne by the customer. VEINLAND is entitled to demand payment in advance for deliveries.

If VEINLAND purchases services from third parties, payment shall be made to the third party if the customer has completely accepted these services from VEINLAND and there are no defects.

6. Retention of ownership

VEINLAND retains title to the delivered goods until complete payment of all claims, including future claims arising from the business relationship. The retention of title shall be released at the Purchaser's request in a form to be determined in writing by the parties if and to the extent that the security value exceeds the claims to be secured by more than 20%.

The customer is entitled to resell the reserved goods in the ordinary course of business. However, he is prohibited from assigning the reserved goods by way of security or pledging them. VEINLAND shall be notified immediately of any dispositions of third parties, in particular attachments or assignments, and the documents required for intervention shall be handed over to VEINLAND. The exercise of the rights arising from the reservation of title or a request to surrender shall not be deemed a withdrawal from the contract.

The Customer hereby assigns to VEINLAND all claims arising from the resale of the reserved goods. The customer is revocably entitled to collect these claims. Upon request, the Customer shall inform VEINLAND of the assigned claims and their debtors. VEINLAND shall be entitled to disclose the assignment to the Customer's debtor.

Processing or further processing of the goods delivered by VEINLAND by the Customer shall be carried out for VEINLAND. VEINLAND shall acquire title thereto to the amount of the value of the reserved goods existing at the time of processing or further processing.

If the reserved goods are combined with other objects, VEINLAND shall acquire co-ownership of the new object in the ratio of the value of the reserved goods to the other objects at the time of processing.

In the event of default in payment by the Customer, VEINLAND shall be entitled to collect the reserved goods still in the possession of the Customer. This shall also apply in the event of a significant deterioration in the customer's financial situation and cessation of payments by the customer. The Customer shall permit the employees of VEINLAND authorized to collect the reserved goods to enter the business premises during office hours even without prior registration.

7. Warranty

Each Customer or reseller shall be solely responsible for deciding whether a product ordered from VEINLAND is executable on a computer system intended for use with this product. The warranty period is 6 months from the date of delivery to the customer. The customer must immediately inspect the delivered goods for quantity and quality. VEINLAND must be notified of defects and faults in writing within 8 days of delivery or, if hidden defects or faults are involved, as of gaining knowledge, otherwise any claims by the Customer are excluded. In the event of a justified complaint, VEINLAND shall, at its discretion, provide replacement or repair within the scope of the manufacturer's warranty.

Furthermore, VEINLAND shall be entitled to limit the warranty to the assignment of its own warranty claims against the manufacturers, suppliers and authors. In the event of a failed remedy, the Customer shall grant VEINLAND a reasonable grace period of at least 14 days.

The warranty is excluded if the customer or third parties have intervened in the delivery item. The customer shall bear the costs of an unauthorised or incomplete return shipment. VEINLAND shall be entitled, at its discretion, either to charge a flat-rate fee of € 50.00 or to invoice specifically for such returns.

VEINLAND shall not be liable for any consequential damages. VEINLAND is not liable to the customer for any defects in purchased goods and services, etc.

8. Copyrights, Exploitation Rights and Rights of Use

For all development services, design or research studies etc. imitated, specified and commissioned externally against payment by VENLAND, all copyrights, rights of use and exploitation rights shall pass to VEINLAND. Self-use of the results by the contractor/supplier is prohibited and only permitted with the written consent of VEINLAND. VEINLAND is the sole owner of the rights. The contractor/supplier shall receive the previously agreed remuneration, unless otherwise agreed and the contractor/supplier has accepted the tasks set professionally and properly by VEINLAND and this has been confirmed by VEINLAND.

9. Prohibition of competition

The Supplier/Subcontractor is prohibited from approaching the employees before, after or during order processing and from soliciting them away from VEINLAND or otherwise using them for its own or third party purposes, unless this is done in execution of the order and after prior consultation with VEINLAND. Suppliers are also prohibited from accepting from VEINLAND employees the services offered by them in their own name before, during or after order processing.

Each infringement shall trigger a contractual penalty amounting to 20% of the net order value. VEINLAND reserves the right to assert any further claims for damages as well as to assert claims against the supplier/contractor for injunctive relief and for surrender of the profit.

10. Liability

Claims for damages against VEINLAND and its vicarious agents, regardless of the legal basis, in particular also for indirect damages and consequential damages, are excluded. This does not apply as long as we are coercibly liable in cases of deliberate intention, gross negligence or lack of guaranteed qualities. However, a claim for damages shall in any case be limited by the amount of the order value.

VEINLAND is not liable to third parties for any defects in purchased goods and services, etc.

11. Embargo provisions

The Customer is aware that the goods delivered by VEINLAND are partly subject to certain export regulations and that he is obliged to comply with the restrictions notified to him by VEINLAND.

12. Minimum wage

VEINLAND shall comply with the minimum wage limits in accordance with the MiLoG requirements and shall provide evidence to this effect.

VEINLAND shall not be liable for contractual partners who do not comply with the provisions of the MiLoG and reserves the right to claim damages from the contractual partner in the event of any claims by third parties.

13. Assignment of claims

The customer is not entitled to assign or transfer his rights and obligations under the contract, unless the VEINLAND has previously agreed in writing.

14. Cancellation of orders by the purchaser

If a Customer terminates or cancels orders vis-à-vis VEINLAND, for whatever reason, VEINLAND reserves the right to demand compensation from the Customer for 30 % of the order amount as lump-sum damages. The Customer undertakes to pay the claimed damages without delay and waiving any possible objections or defences at the first request of VEINLAND.

15. Anticorruption clause

VEINLAND undertakes to counter any form of corruption.

VEINLAND or its employees may not directly or indirectly promise, offer, grant or promise any gifts, gratuities or other advantages to the Customer or its employees or third parties.

VEINLAND or its employees may not commit any criminal offences against the Customer or its employees or third parties, nor may VEINLAND aid or assist in any such criminal offences, which are subject to the corresponding criminal regulations in accordance with §§ 298,299,333,334 StGB or §§ 17,18 UWG.

The Purchaser shall also be obliged to counteract any form of corruption and shall ensure that its employees or third parties behave in accordance with the law and, in particular, do not commit any punishable acts which fall under the corresponding punishable provisions in accordance with §§ 298,299,333,334 StGB or §§ 17,18 UWG.

VEINLAND is entitled, in the event of violations of the applicable anti-corruption laws by the Customer or its employees or third parties, to terminate all existing contractual relationships with the Customer extraordinarily without notice or to withdraw from these contractual relationships with immediate effect, without prejudice to other rights of termination or withdrawal.

The Customer shall be obliged to compensate VEINLAND for any and all damages incurred or to be incurred as a result thereof, unless the Customer can prove that he is not responsible for the breaches of duty.

The aforementioned provisions shall not apply if the benefits or gifts are customary social benefits in the form of occasional gifts of small value, such as low-value promotional gifts, birthday, anniversary and Christmas gifts of reasonable value or appropriate hospitality.

16. Secrecy/data protection/data storage

The Customer shall be obliged to treat as confidential all information which becomes or has become accessible to him in connection with VEINLAND's deliveries and which is recognizably business and/or trade secrets, and not to record such information, to pass it on to third parties without authorization, or to exploit it in any other way, unless the fulfilment of the contract with VEINLAND requires this.

VEINLAND stores and processes the data of its customers in accordance with the requirements of the statutory provisions and the BDSG. VEINLAND treats this data as strictly confidential.

17. invalidity of a clause

Should one of the provisions contained in the GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

18. Place of jurisdiction and applicable law

Place of performance and jurisdiction is the registered office of VEINLAND.

The law of the Federal Republic of Germany shall apply exclusively with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the International Sale of Goods.

19. Written form

Changes to the above provisions must be made in writing.