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General Terms and Conditions of Purchase of Präzisionsteile Dresden GmbH & Co KG, Enno-Heidebroeck-Str. 7, 01237 Dresden, Germany
§ 1 General - Scope of application
1.1 These General Terms and Conditions of Purchase apply to the conclusion of contracts with companies, Section 310 (1) BGB (German Civil Code), and legal entities under public law or a special fund under public law. Terms and conditions of the supplier or third parties shall not apply, even if PTD does not separately object to their validity in individual cases. Even if the Supplier refers to a letter that contains the terms and conditions of the Supplier or a third party or refers to such, this does not constitute agreement with the validity of those terms and conditions.
1.2 Additions and amendments to the agreements made, including these General Terms and Conditions of Purchase, must be confirmed in text form. Telecommunication transmission, in particular by fax or e-mail, is sufficient for this purpose, provided that a copy of the signed declarations is transmitted. Verbal agreements are valid if they are confirmed by PTD in text form.
1.3 The General Terms and Conditions of Purchase also apply to all future transactions and contracts with the Supplier.
§ 2 Orders and contracts
2.1 Insofar as PTD's offers (orders) do not expressly contain a binding period, PTD shall be bound by them for one week after the date of the offer. Decisive for the timely acceptance is the receipt of the declaration of acceptance in text form by PTD. Amendments and supplements to the offers are only binding if they are confirmed by PTD in text form. The text form is complied with by transmission by fax or e-mail.
2.2 PTD is entitled to terminate the contract at any time by written declaration, stating the reason, if the ordered products can no longer be used in PTD's business operations due to circumstances occurring after conclusion of the contract. In this case, the Supplier will be reimbursed for the partial performance rendered by him.
§ 3 Price
3.1 The price stated in the order is binding and, unless otherwise specified, includes the costs for packaging, insurance, freight, transportation and customs up to the shipping address or point of use specified by PTD (DDP - Delivered Duty Paid in accordance with Incoterms 2010) - plus the respective statutory VAT. If, in exceptional cases, a price EXW (ex works according to Incoterms 2010) has been agreed, PTD shall only bear the most favorable freight costs. In any case, the Supplier shall bear the costs incurred up to handover to the carrier, including loading.
3.2 The agreed prices are fixed prices. Claims based on additional deliveries and/or services can only be asserted after prior written agreement and commissioning of the additional deliveries and/or services between the contracting parties. Discounts in the period between placing the order and delivery shall benefit PTD.
3.3 PTD is entitled to set-off and retention rights to the extent permitted by law.
§ 4 Payment and invoice
4.1 Payment is always made by bank transfer. The Supplier must provide appropriate bank details for this purpose. Payment by bill of exchange remains reserved.
4.2 Unless otherwise agreed, all payments shall be made in European currency.
4.3 Payment of the invoice does not constitute approval of the delivery or the waiver of complaints about obvious or hidden defects.
4.4 PTD reserves the right, particularly in the case of partial payments, to secure these by individually agreed bank guarantees.
4.5 Invoices can only be processed by PTD if they contain the order number stated in PTD's order, as well as the details and/or documents agreed with the order and comply with the provisions of German VAT law. The Supplier is responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
4.6 The deadline for payment of the invoice is 30 days and begins with the receipt of a proper, verifiable invoice in accordance with § 14 UStG by PTD, whereby the date of the receipt stamp and not the invoice date is decisive for compliance with the deadline. Invoices with defects or errors do not constitute a due date and can be returned by PTD at any time. In the latter case, the due date is only established upon receipt of the corrected invoice.
4.7 In the event of defective, incomplete or not yet completed delivery or service, PTD is entitled, without prejudice to its other rights, to withhold payments on all claims arising from the business relationship to a reasonable extent without compensation until proper subsequent performance, and without loss of rebates, discounts and similar payment benefits.
§ 5 Delivery dates, deadlines and delays
5.1 The delivery date stated in the order is binding. PTD reserves the right to make changes to the specified delivery dates. Decisive for compliance with the delivery date is the receipt of the goods at PTD or the specified delivery address.
5.2 Early deliveries will only be accepted after prior agreement with PTD. Without prior agreement, PTD reserves the right not to accept the delivery and to return it at the expense and risk of the Supplier.
5.3 The Supplier is obliged to inform PTD immediately in writing as soon as circumstances arise or become apparent to him which indicate that the agreed delivery date cannot be met. PTD reserves the right to make other arrangements for the purpose of timely coverage in cases where it has problems with deadlines due to the delay.
5.4 If the agreed delivery or performance deadline is exceeded, PTD may withdraw from the contract after expiry of a reasonable grace period set by PTD and procure a replacement elsewhere. In addition, PTD reserves the right to claim compensation for direct and/or indirect damages caused by the delay.
5.5 In the event of a delay in delivery, PTD has the right to demand a contractual penalty of 1% per week or part thereof, up to a maximum of 5% of the total order value (final invoice amount excluding VAT). PTD reserves the right to assert further statutory claims.
§ 6 Packaging
6.1 Packaging may only be invoiced after prior agreement in text form.
6.2 PTD reserves the right to return invoiced packaging that is still usable, charging the amount invoiced to it.
6.3 Returnable packaging must be clearly marked as such and the number of items must be indicated on the accompanying documents. The pallets used for transportation must be in perfect condition.
6.4 The goods must be packed in such a way as to avoid damage during transportation.
6.5 The supplier's obligation to take back the packaging shall be governed by the statutory provisions.
§ 7 Acceptance of goods, transfer of risk, property rights
7.1 Events of force majeure and operational disruptions, regardless of their nature and causes, which make it difficult or impossible for PTD to accept the goods, as well as unforeseeable changes in quantities occurring at PTD, give PTD the right to postpone the acceptance deadlines or to withdraw from the delivery contract on the basis of written declarations. In the event of withdrawal, PTD will reimburse the Supplier for the proven additional costs incurred up to the time of withdrawal.
7.2 Shipment is at the Supplier's risk. The risk of any deterioration, including accidental loss, remains with the Supplier until proper and complete delivery to the shipping address or place of use specified by PTD, unless otherwise agreed in individual cases.
7.3 In the case of delivery with installation or assembly, the risk is transferred to PTD upon successful completion, which is to be documented by an acceptance report.
7.4 Insofar as the Supplier has to provide material samples, test reports, quality documents or other contractually agreed documents, the completeness of the delivery and service also presupposes the receipt of these documents by PTD.
7.5 In the case of delivery of goods subject to retention of title, PTD is entitled to resell the goods in the ordinary course of business. PTD becomes the owner at the latest upon payment of the full remuneration.
§ 8 Warranty, notification of material defects and defects of title
8.1 The Supplier is responsible to PTD for ensuring that his deliveries and services comply with the recognized rules of technology and the contractually agreed properties, standards as well as the safety, occupational health and safety, accident prevention and other regulations, have the quality assured by the Supplier and are not defective. In all other respects, the relevant statutory provisions shall apply.
8.2 A warranty period of 36 months shall apply to all deliveries and services.
8.3 Notices of defects of an obvious nature are deemed to have been made if PTD notifies the defect immediately, i.e. as soon as possible in the ordinary course of business. Notices of defects of a hidden nature are deemed to have been made if PTD notifies them after discovery, at the beginning or during the processing.
8.4 In the event of proper notification of defects, PTD may, depending on the requirements, assert the following rights in the event of defective delivery or performance:
8.5 Reduction of the sales price if the goods can be used or acceptance of the defective performance.
8.6 Faultless replacement delivery or repeat performance within a reasonable period of time, including free return of the defective goods by the supplier. In the event of replacement or repeat performance, subsequent performance shall be deemed to have failed if the material defect has not yet been remedied after the first attempt at subsequent performance.
8.7 Should this be impossible, PTD is entitled to withdraw from the contract, alternatively to procure a replacement and to claim damages. PTD is not obliged to waive its warranty rights upon acceptance of the defective delivery or service.
8.8 If the immediate rectification of a defect is necessary to prevent major disadvantages, PTD is entitled to rectify the defect itself or have it rectified at the Supplier's expense. The Supplier's liability in the event of rectification of defects includes all damages and costs caused by the defect.
8.9 Insofar as the Supplier makes a new delivery or rectifies a defect within the scope of its obligation to rectify defects, the limitation period specified in § 8 (2) shall begin to run again. The supplier shall also bear the costs and risk of the measures required for the purpose of subsequent performance (e.g. return costs, transportation costs).
§ 9 Liability and other claims
9.1 The supplier shall be liable for personal injury, property damage and consequential damage caused by it within the scope of the statutory provisions.
9.2 Insofar as the Supplier is responsible for these damages, he is obliged to indemnify PTD against claims for damages by third parties.
9.3 If PTD is obliged to carry out a recall action against third parties due to a defect in a product delivered by the Supplier, the Supplier shall bear all costs associated with the recall action.
9.4 If a claim is made against PTD on the basis of strict liability towards third parties under non-mandatory law, the Supplier shall indemnify PTD against such claims on first demand to the extent that he would also be directly liable. The principles of § 254 BGB apply accordingly to the compensation of damages between PTD and the Supplier. This also applies in the event of a direct claim against the Supplier.
9.5 The Supplier must take out appropriate liability insurance and provide PTD with evidence of this on request.
§ 10 Copyrights, inventor's rights and industrial property rights (of third parties)
10.1 The Supplier is responsible for ensuring that no rights of third parties are infringed in connection with his delivery.
10.2 If a claim is made against PTD in this respect, the Supplier is obliged to indemnify PTD against these claims.
10.3 The Supplier's obligation to indemnify relates to all damages and expenses necessarily incurred by PTD from or in connection with the claim by a third party.
§ 11 Drawings, models, technical documents, means of production, provision of materials, confidentiality
11.1 The Supplier is obliged to keep all illustrations, drawings, calculations, templates, samples and know-how as well as other documents and information received strictly confidential and to return them after completion of the order without being requested to do so. They may not be handed over or otherwise made accessible to unauthorized third parties. The reproduction of such items is only permitted within the scope of operational requirements and copyright regulations.
11.2 The Supplier's duty of confidentiality shall also extend to personal data.
11.3 The confidentiality obligation shall also apply after completion or failure of a contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known. Sub-suppliers are to be obligated accordingly.
11.4 If PTD supplies and/or provides substances and materials, these remain the property of PTD. Processing or transformation by the Supplier is carried out for PTD. If the substances and materials of PTD are processed with other items not belonging to PTD, PTD acquires co-ownership of the new item in the ratio of the value of its items to the other processed items at the time of processing.
11.5 The Supplier may only advertise the business relationship between the contracting parties with the prior written consent of PTD. The Supplier undertakes not to use the company name or trademarks of PTD without written consent.
11.6 The obligation of confidentiality and non-utilization of the information and documents provided does not apply if it can be proven that the Supplier had lawfully received them before the notification or that they were publicly known or accessible. The burden of proof lies with the supplier.
§ 12 Code of conduct for suppliers, security in the supply chain
12.1 The supplier is obliged to comply with the laws of the applicable legal system(s). In particular, it shall neither actively nor passively, directly or indirectly participate in any form of bribery, violation of the fundamental rights of its employees or child labor. It will also assume responsibility for the health and safety of its employees in the workplace, comply with environmental protection laws and promote and demand compliance with this Code of Conduct from its suppliers to the best of its ability. Reference is made to the Supplier Code of Conduct of PTD, which can be viewed on the website "www.pt-dresden.de".
12.2 The Supplier shall take the necessary organizational instructions and measures, in particular in the areas of property protection, business partner, personnel and information security, packaging and transport, in order to ensure security in the supply chain in accordance with the requirements of corresponding internationally recognized initiatives based on the WCO SAFE Framework of Standards (e.g. AEO, C-TPAT). It protects its deliveries and services to PTD or to third parties designated by PTD against unauthorized access and manipulation. He shall only use reliable personnel for such deliveries and services and shall oblige any subcontractors to also take appropriate measures.
12.3 If the Supplier culpably breaches the obligations under § 12, PTD is entitled, without prejudice to further claims, to withdraw from the contract or to terminate the contract. If it is possible to remedy the breach of duty, this right may only be exercised after the fruitless expiry of a reasonable period to remedy the breach of duty.
§ 13 Export control
13.1 The Supplier must fulfill all requirements of the applicable national and international customs and foreign trade law ("foreign trade law"). The Supplier must inform PTD in writing of all information and data required by PTD to comply with foreign trade law for export, import and re-export no later than two weeks after placing the order and immediately in the event of changes, in particular
- all applicable export list numbers including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN);
- the statistical commodity code according to the current commodity classification of foreign trade statistics and the HS (Harmonized System) code and
- country of origin (non-preferential origin) and, if required by PTD, supplier declarations of preferential origin (for European suppliers) or certificates of preference (for non-European suppliers).
13.2 If the Supplier breaches his obligations under § 13 paragraph 1, he shall bear all expenses and damages incurred by PTD as a result, unless the Supplier is not responsible for the breach of duty.
13.3 The fulfillment of the contract by PTD is subject to the proviso that there are no obstacles to fulfillment due to national or international regulations of foreign trade law as well as no embargoes and/or other sanctions.
§ 14 Data protection
The parties undertake to comply with the provisions of the EU General Data Protection Regulation and the German Federal Data Protection Act when processing personal data. Reference is made to PTD's data protection declaration, which can be viewed on the website "www.pt-dresden.de".
§ 15 Hazardous substances
If the subject matter of the contract is a substance or preparation which has hazardous properties within the meaning of the Hazardous Substances Ordinance or which only arise during handling, the Supplier must classify, package and label it accordingly before placing it on the market in accordance with the provisions of the Hazardous Substances Ordinance valid at the time of delivery. A current, dated safety data sheet in German and English, including a reference to the place of use and intended use, must be sent with the initial sampling and with the first series delivery. The safety data sheet must be sent unsolicited each time the substance/preparation is changed and each time the safety data sheet is revised by the supplier, but at the latest every 3 years. If special handling regulations exist, PTD must be informed of this separately in writing and advised on the use of the substance/preparation, taking into account the local conditions at PTD. The provisions, in particular the obligations of the Supplier according to the Hazardous Substances Ordinance in the version valid at the time of delivery, remain unaffected.
§ 16 Assignment
The Supplier is not entitled to assign his claims from the contractual relationship to third parties.
§ 17 Place of performance, place of jurisdiction, applicable law
17.1 If insolvency proceedings are applied for against the assets of one party, the other party is entitled to withdraw from the unfulfilled part of the contract to the extent permitted by law.
17.2 Unless otherwise stated in the order, the place of performance is PTD's registered office.
17.3 If the Supplier is a merchant, the place of business of PTD is agreed as the place of jurisdiction. PTD reserves the right to sue the Supplier at the court of his registered office.
17.4 The law of the Federal Republic of Germany shall apply - to the exclusion of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).
17.5 Should individual provisions of these General Terms and Conditions of Purchase be or become invalid, the remaining provisions shall continue to apply irrespective of this circumstance.
PTD GmbH, Version 1.0, January 2022
1.1 These General Terms and Conditions of Purchase apply to the conclusion of contracts with companies, Section 310 (1) BGB (German Civil Code), and legal entities under public law or a special fund under public law. Terms and conditions of the supplier or third parties shall not apply, even if PTD does not separately object to their validity in individual cases. Even if the Supplier refers to a letter that contains the terms and conditions of the Supplier or a third party or refers to such, this does not constitute agreement with the validity of those terms and conditions.
1.2 Additions and amendments to the agreements made, including these General Terms and Conditions of Purchase, must be confirmed in text form. Telecommunication transmission, in particular by fax or e-mail, is sufficient for this purpose, provided that a copy of the signed declarations is transmitted. Verbal agreements are valid if they are confirmed by PTD in text form.
1.3 The General Terms and Conditions of Purchase also apply to all future transactions and contracts with the Supplier.
§ 2 Orders and contracts
2.1 Insofar as PTD's offers (orders) do not expressly contain a binding period, PTD shall be bound by them for one week after the date of the offer. Decisive for the timely acceptance is the receipt of the declaration of acceptance in text form by PTD. Amendments and supplements to the offers are only binding if they are confirmed by PTD in text form. The text form is complied with by transmission by fax or e-mail.
2.2 PTD is entitled to terminate the contract at any time by written declaration, stating the reason, if the ordered products can no longer be used in PTD's business operations due to circumstances occurring after conclusion of the contract. In this case, the Supplier will be reimbursed for the partial performance rendered by him.
§ 3 Price
3.1 The price stated in the order is binding and, unless otherwise specified, includes the costs for packaging, insurance, freight, transportation and customs up to the shipping address or point of use specified by PTD (DDP - Delivered Duty Paid in accordance with Incoterms 2010) - plus the respective statutory VAT. If, in exceptional cases, a price EXW (ex works according to Incoterms 2010) has been agreed, PTD shall only bear the most favorable freight costs. In any case, the Supplier shall bear the costs incurred up to handover to the carrier, including loading.
3.2 The agreed prices are fixed prices. Claims based on additional deliveries and/or services can only be asserted after prior written agreement and commissioning of the additional deliveries and/or services between the contracting parties. Discounts in the period between placing the order and delivery shall benefit PTD.
3.3 PTD is entitled to set-off and retention rights to the extent permitted by law.
§ 4 Payment and invoice
4.1 Payment is always made by bank transfer. The Supplier must provide appropriate bank details for this purpose. Payment by bill of exchange remains reserved.
4.2 Unless otherwise agreed, all payments shall be made in European currency.
4.3 Payment of the invoice does not constitute approval of the delivery or the waiver of complaints about obvious or hidden defects.
4.4 PTD reserves the right, particularly in the case of partial payments, to secure these by individually agreed bank guarantees.
4.5 Invoices can only be processed by PTD if they contain the order number stated in PTD's order, as well as the details and/or documents agreed with the order and comply with the provisions of German VAT law. The Supplier is responsible for all consequences arising from non-compliance with this obligation, unless he can prove that he is not responsible for them.
4.6 The deadline for payment of the invoice is 30 days and begins with the receipt of a proper, verifiable invoice in accordance with § 14 UStG by PTD, whereby the date of the receipt stamp and not the invoice date is decisive for compliance with the deadline. Invoices with defects or errors do not constitute a due date and can be returned by PTD at any time. In the latter case, the due date is only established upon receipt of the corrected invoice.
4.7 In the event of defective, incomplete or not yet completed delivery or service, PTD is entitled, without prejudice to its other rights, to withhold payments on all claims arising from the business relationship to a reasonable extent without compensation until proper subsequent performance, and without loss of rebates, discounts and similar payment benefits.
§ 5 Delivery dates, deadlines and delays
5.1 The delivery date stated in the order is binding. PTD reserves the right to make changes to the specified delivery dates. Decisive for compliance with the delivery date is the receipt of the goods at PTD or the specified delivery address.
5.2 Early deliveries will only be accepted after prior agreement with PTD. Without prior agreement, PTD reserves the right not to accept the delivery and to return it at the expense and risk of the Supplier.
5.3 The Supplier is obliged to inform PTD immediately in writing as soon as circumstances arise or become apparent to him which indicate that the agreed delivery date cannot be met. PTD reserves the right to make other arrangements for the purpose of timely coverage in cases where it has problems with deadlines due to the delay.
5.4 If the agreed delivery or performance deadline is exceeded, PTD may withdraw from the contract after expiry of a reasonable grace period set by PTD and procure a replacement elsewhere. In addition, PTD reserves the right to claim compensation for direct and/or indirect damages caused by the delay.
5.5 In the event of a delay in delivery, PTD has the right to demand a contractual penalty of 1% per week or part thereof, up to a maximum of 5% of the total order value (final invoice amount excluding VAT). PTD reserves the right to assert further statutory claims.
§ 6 Packaging
6.1 Packaging may only be invoiced after prior agreement in text form.
6.2 PTD reserves the right to return invoiced packaging that is still usable, charging the amount invoiced to it.
6.3 Returnable packaging must be clearly marked as such and the number of items must be indicated on the accompanying documents. The pallets used for transportation must be in perfect condition.
6.4 The goods must be packed in such a way as to avoid damage during transportation.
6.5 The supplier's obligation to take back the packaging shall be governed by the statutory provisions.
§ 7 Acceptance of goods, transfer of risk, property rights
7.1 Events of force majeure and operational disruptions, regardless of their nature and causes, which make it difficult or impossible for PTD to accept the goods, as well as unforeseeable changes in quantities occurring at PTD, give PTD the right to postpone the acceptance deadlines or to withdraw from the delivery contract on the basis of written declarations. In the event of withdrawal, PTD will reimburse the Supplier for the proven additional costs incurred up to the time of withdrawal.
7.2 Shipment is at the Supplier's risk. The risk of any deterioration, including accidental loss, remains with the Supplier until proper and complete delivery to the shipping address or place of use specified by PTD, unless otherwise agreed in individual cases.
7.3 In the case of delivery with installation or assembly, the risk is transferred to PTD upon successful completion, which is to be documented by an acceptance report.
7.4 Insofar as the Supplier has to provide material samples, test reports, quality documents or other contractually agreed documents, the completeness of the delivery and service also presupposes the receipt of these documents by PTD.
7.5 In the case of delivery of goods subject to retention of title, PTD is entitled to resell the goods in the ordinary course of business. PTD becomes the owner at the latest upon payment of the full remuneration.
§ 8 Warranty, notification of material defects and defects of title
8.1 The Supplier is responsible to PTD for ensuring that his deliveries and services comply with the recognized rules of technology and the contractually agreed properties, standards as well as the safety, occupational health and safety, accident prevention and other regulations, have the quality assured by the Supplier and are not defective. In all other respects, the relevant statutory provisions shall apply.
8.2 A warranty period of 36 months shall apply to all deliveries and services.
8.3 Notices of defects of an obvious nature are deemed to have been made if PTD notifies the defect immediately, i.e. as soon as possible in the ordinary course of business. Notices of defects of a hidden nature are deemed to have been made if PTD notifies them after discovery, at the beginning or during the processing.
8.4 In the event of proper notification of defects, PTD may, depending on the requirements, assert the following rights in the event of defective delivery or performance:
8.5 Reduction of the sales price if the goods can be used or acceptance of the defective performance.
8.6 Faultless replacement delivery or repeat performance within a reasonable period of time, including free return of the defective goods by the supplier. In the event of replacement or repeat performance, subsequent performance shall be deemed to have failed if the material defect has not yet been remedied after the first attempt at subsequent performance.
8.7 Should this be impossible, PTD is entitled to withdraw from the contract, alternatively to procure a replacement and to claim damages. PTD is not obliged to waive its warranty rights upon acceptance of the defective delivery or service.
8.8 If the immediate rectification of a defect is necessary to prevent major disadvantages, PTD is entitled to rectify the defect itself or have it rectified at the Supplier's expense. The Supplier's liability in the event of rectification of defects includes all damages and costs caused by the defect.
8.9 Insofar as the Supplier makes a new delivery or rectifies a defect within the scope of its obligation to rectify defects, the limitation period specified in § 8 (2) shall begin to run again. The supplier shall also bear the costs and risk of the measures required for the purpose of subsequent performance (e.g. return costs, transportation costs).
§ 9 Liability and other claims
9.1 The supplier shall be liable for personal injury, property damage and consequential damage caused by it within the scope of the statutory provisions.
9.2 Insofar as the Supplier is responsible for these damages, he is obliged to indemnify PTD against claims for damages by third parties.
9.3 If PTD is obliged to carry out a recall action against third parties due to a defect in a product delivered by the Supplier, the Supplier shall bear all costs associated with the recall action.
9.4 If a claim is made against PTD on the basis of strict liability towards third parties under non-mandatory law, the Supplier shall indemnify PTD against such claims on first demand to the extent that he would also be directly liable. The principles of § 254 BGB apply accordingly to the compensation of damages between PTD and the Supplier. This also applies in the event of a direct claim against the Supplier.
9.5 The Supplier must take out appropriate liability insurance and provide PTD with evidence of this on request.
§ 10 Copyrights, inventor's rights and industrial property rights (of third parties)
10.1 The Supplier is responsible for ensuring that no rights of third parties are infringed in connection with his delivery.
10.2 If a claim is made against PTD in this respect, the Supplier is obliged to indemnify PTD against these claims.
10.3 The Supplier's obligation to indemnify relates to all damages and expenses necessarily incurred by PTD from or in connection with the claim by a third party.
§ 11 Drawings, models, technical documents, means of production, provision of materials, confidentiality
11.1 The Supplier is obliged to keep all illustrations, drawings, calculations, templates, samples and know-how as well as other documents and information received strictly confidential and to return them after completion of the order without being requested to do so. They may not be handed over or otherwise made accessible to unauthorized third parties. The reproduction of such items is only permitted within the scope of operational requirements and copyright regulations.
11.2 The Supplier's duty of confidentiality shall also extend to personal data.
11.3 The confidentiality obligation shall also apply after completion or failure of a contract; it shall expire if and to the extent that the manufacturing knowledge contained in the illustrations, drawings, calculations and other documents provided has become generally known. Sub-suppliers are to be obligated accordingly.
11.4 If PTD supplies and/or provides substances and materials, these remain the property of PTD. Processing or transformation by the Supplier is carried out for PTD. If the substances and materials of PTD are processed with other items not belonging to PTD, PTD acquires co-ownership of the new item in the ratio of the value of its items to the other processed items at the time of processing.
11.5 The Supplier may only advertise the business relationship between the contracting parties with the prior written consent of PTD. The Supplier undertakes not to use the company name or trademarks of PTD without written consent.
11.6 The obligation of confidentiality and non-utilization of the information and documents provided does not apply if it can be proven that the Supplier had lawfully received them before the notification or that they were publicly known or accessible. The burden of proof lies with the supplier.
§ 12 Code of conduct for suppliers, security in the supply chain
12.1 The supplier is obliged to comply with the laws of the applicable legal system(s). In particular, it shall neither actively nor passively, directly or indirectly participate in any form of bribery, violation of the fundamental rights of its employees or child labor. It will also assume responsibility for the health and safety of its employees in the workplace, comply with environmental protection laws and promote and demand compliance with this Code of Conduct from its suppliers to the best of its ability. Reference is made to the Supplier Code of Conduct of PTD, which can be viewed on the website "www.pt-dresden.de".
12.2 The Supplier shall take the necessary organizational instructions and measures, in particular in the areas of property protection, business partner, personnel and information security, packaging and transport, in order to ensure security in the supply chain in accordance with the requirements of corresponding internationally recognized initiatives based on the WCO SAFE Framework of Standards (e.g. AEO, C-TPAT). It protects its deliveries and services to PTD or to third parties designated by PTD against unauthorized access and manipulation. He shall only use reliable personnel for such deliveries and services and shall oblige any subcontractors to also take appropriate measures.
12.3 If the Supplier culpably breaches the obligations under § 12, PTD is entitled, without prejudice to further claims, to withdraw from the contract or to terminate the contract. If it is possible to remedy the breach of duty, this right may only be exercised after the fruitless expiry of a reasonable period to remedy the breach of duty.
§ 13 Export control
13.1 The Supplier must fulfill all requirements of the applicable national and international customs and foreign trade law ("foreign trade law"). The Supplier must inform PTD in writing of all information and data required by PTD to comply with foreign trade law for export, import and re-export no later than two weeks after placing the order and immediately in the event of changes, in particular
- all applicable export list numbers including the Export Control Classification Number according to the U.S. Commerce Control List (ECCN);
- the statistical commodity code according to the current commodity classification of foreign trade statistics and the HS (Harmonized System) code and
- country of origin (non-preferential origin) and, if required by PTD, supplier declarations of preferential origin (for European suppliers) or certificates of preference (for non-European suppliers).
13.2 If the Supplier breaches his obligations under § 13 paragraph 1, he shall bear all expenses and damages incurred by PTD as a result, unless the Supplier is not responsible for the breach of duty.
13.3 The fulfillment of the contract by PTD is subject to the proviso that there are no obstacles to fulfillment due to national or international regulations of foreign trade law as well as no embargoes and/or other sanctions.
§ 14 Data protection
The parties undertake to comply with the provisions of the EU General Data Protection Regulation and the German Federal Data Protection Act when processing personal data. Reference is made to PTD's data protection declaration, which can be viewed on the website "www.pt-dresden.de".
§ 15 Hazardous substances
If the subject matter of the contract is a substance or preparation which has hazardous properties within the meaning of the Hazardous Substances Ordinance or which only arise during handling, the Supplier must classify, package and label it accordingly before placing it on the market in accordance with the provisions of the Hazardous Substances Ordinance valid at the time of delivery. A current, dated safety data sheet in German and English, including a reference to the place of use and intended use, must be sent with the initial sampling and with the first series delivery. The safety data sheet must be sent unsolicited each time the substance/preparation is changed and each time the safety data sheet is revised by the supplier, but at the latest every 3 years. If special handling regulations exist, PTD must be informed of this separately in writing and advised on the use of the substance/preparation, taking into account the local conditions at PTD. The provisions, in particular the obligations of the Supplier according to the Hazardous Substances Ordinance in the version valid at the time of delivery, remain unaffected.
§ 16 Assignment
The Supplier is not entitled to assign his claims from the contractual relationship to third parties.
§ 17 Place of performance, place of jurisdiction, applicable law
17.1 If insolvency proceedings are applied for against the assets of one party, the other party is entitled to withdraw from the unfulfilled part of the contract to the extent permitted by law.
17.2 Unless otherwise stated in the order, the place of performance is PTD's registered office.
17.3 If the Supplier is a merchant, the place of business of PTD is agreed as the place of jurisdiction. PTD reserves the right to sue the Supplier at the court of his registered office.
17.4 The law of the Federal Republic of Germany shall apply - to the exclusion of the conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods of April 11, 1980 (UN Sales Convention).
17.5 Should individual provisions of these General Terms and Conditions of Purchase be or become invalid, the remaining provisions shall continue to apply irrespective of this circumstance.
PTD GmbH, Version 1.0, January 2022
Precision parts Dresden
Enno-Heidebroek-Strasse 7
01237 Dresden
Germany
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