General Terms and Conditions of Purchasing and Ordering of SK-Office Deutschland GmbH

1. Validity of Terms and Conditions
1.1 These General Terms and Conditions of Purchasing and Ordering of SK-Office Deutschland GmbH and its associated companies apply exclusively for all orders of SK-Office Deutschland GmbH at a supplier, provided that the supplier is an entrepreneur within the meaning of § 14 BGB and the contract is connected to the company’s business. Furthermore, the terms and conditions are applicable towards legal entities under public law and public-law special assets within the meaning of § 310 cl. 1 BGB.
1.2 Supplier’s terms and conditions shall not apply even if SK-Office Deutschland GmbH does not contradict explicitly to these terms and conditions. This shall apply also in case of unconditional acceptance of supplies and services despite knowledge of supplier’s contradictory or deviating terms and conditions.
1.3 These terms and conditions of purchasing and ordering shall apply also for future business transactions with the supplier whereby the currently valid version shall be decisive.

2. Conclusion of contract
2.1 All orders shall be legally valid only if placed by SK-Office Deutschland GmbH in writing or confirmed in writing by SK-Office Deutschland GmbH. Any verbal agreements or any deviations have not been concluded unless confirmed in writing by SK-Office Deutschland GmbH.
2.2 The binding effect of the order shall be omitted if the supplier does not accept it in writing within one week after receipt by means of a binding confirmation of the time of delivery and performance. In case of a performance of the order by the supplier without any previous confirmation the order is deemed to be accepted.
2.3 Integral parts of the contract are in the following order: Order, service description/specification sheet of SK-Office Deutschland GmbH, General Terms and Conditions of Purchasing and Ordering of SK-Office Deutschland GmbH.
2.4 Only upon written approval of SK-Office Deutschland GmbH supplier shall be entitled to assign supplies and services or parts thereof to self-employed third parties or have them performed by third parties.
2.5 SK-Office Deutschland GmbH retains all industrial property rights and copyrights and the ownership in all drawings, models, designs, calculations as well as any other materials which SK-Office Deutschland GmbH makes available to the supplier within the scope of offer requests or orders. These materials are confidential and must not be made available to any third parties without the approval of SK-Office Deutschland GmbH. After execution of the order or if any contract is not concluded these materials must be returned unrequestedly to SK-Office Deutschland GmbH. Any right of retention shall be excluded.

3. Prices and Payments
3.1 All prices indicated by SK-Office Deutschland GmbH in orders are binding. Subject to any other provisions stipulated in the order these are fixed prices.
3.2 If not stated otherwise in the order, supplies and services shall be performed „free to the place of performance“ including packaging. Place of performance is the delivery address stated in the order.
3.3 If not stated otherwise in the order, the price compensates all and any costs for transport, insurance, packaging and other ancillary costs and charges on to delivery or installation in working order at the delivery address stated by SK-Office Deutschland GmbH.
3.4 If not stated otherwise in the order, the price shall include costs for installation works, integration works and transferring works which may occur as well as costs for the preparation of offers and drafts as well as trial deliveries by the supplier. These works must be performed by supplier without any disruption of the ongoing operation of SK-Office Deutschland GmbH or of any other service recipient, also outside the usual business hours, if required.
3.5 Instructions for the operation, handling, use and service pertaining to the use of the goods and services delivered or any other documents to be provided by supplier must be delivered in the language stated in the order and are compensated by the price.
3.6 After delivery or complete provision of services supplier shall send to SK-Office Deutschland GmbH an invoice indicating the date and number of the order of SK-Office Deutschland GmbH and stating legally applicable VAT separately. Invoices without these details are deemed to have not been submitted. In this case the payment period is not initiated. General conditions of purchase of SK-Office Deutschland GmbH, Status: January 2015 2
3.7 Subject to complete delivery or supply of services payments will be effected net within 30 days after receipt of invoice or within 14 days after receipt of invoice with a discount of 3 %.
3.8 In case of incomplete or deficient delivery or service SK-Office Deutschland GmbH shall be entitled to retain payment proportionally until due performance is reached. The unconditional payment of the invoice amount by SK-Office Deutschland GmbH does, however, not imply the acknowledgment of supplier’s delivery or services as per agreement.

4. Assignment of claim, set-off
4.1 Without the previous written consent of SK-Office Deutschland GmbH who will not refuse this unreasonably, the supplier shall not be entitled to assign his claims against SK-Office Deutschland GmbH or have them collected by third parties.
4.2 Relating to payments made which the supplier must return he shall only be entitled to any set-off or any right of retention if he has an undisputed and legally determined claim towards SK-Office Deutschland GmbH.

5. Terms of delivery and services
5.1 Terms of delivery and services stated in the order of SK-Office Deutschland GmbH are binding. Receipt of the subject of delivery or service at the delivery address stated by SK-Office Deutschland GmbH or, if an assembly or installation was agreed upon, the acceptance of the assemby or installation shall be decisive for the observance of the term of delivery and service.
5.2 If any circumstances occur revealing delays in delivery and services supplier shall be obligated to inform SK-Office Deutschland GmbH immediately in writing, particularly about the reason and duration of the delay.
5.3 In case of delay in delivery or services SK-Office Deutschland GmbH shall be entitled to request a penalty of 1 % of the order value per completed week of delay, as a maximum 5 % of the order value. If the next payment falls due the forfeited penalty can also be deducted from the owed compensation without any explicit reservation upon acceptance of the delivery or services by SK-Office Deutschland GmbH. Any further legal claims remain unaffected.
5.4 Force majeure, labour disputes or any other inevitable or not foreseeable events exempt supplier from his service obligations for the duration of the disruption and to the extent of their effect. Supplier using reasonable efforts shall be obligated to give the relevant information immediately and to adjust his obligations to the changed circumstances in good faith. SK-Office Deutschland GmbH shall be exempt in whole or in parts from the obligation to accept the delivery or services ordered and shall be entitled to withdraw from the contract if SK-Office Deutschland GmbH is no longer interested in the delivery or the services justifiably due to the delay caused by these circumstances. The same shall apply if an insolvency proceedings is opened on supplier’s assets or if the opening of the insolvency proceedings is rejected for lack of assets.
5.5 In case of earlier delivery than agreed upon SK-Office Deutschland GmbH reserves the right to return delivery at supplier’s charge. If any delivery is not returned in case of too early delivery the object of delivery shall be stored until the agreed term of delivery at SK-Office Deutschland GmbH at supplier’s costs and risk.

6. Work results, Industrial property rights and rights of use
6.1 If legally possible, the ownership of rights in all work results including all inventions, test reports and development reports, drafts, computer programs, designs, proposals, marks and designs which were achieved by supplier during the performance of the order shall be granted to SK-Office Deutschland GmbH from the time the work results come into being.
6.2 If the work results are eligible for trademark protection SK-Office Deutschland GmbH shall be entitled to register property rights at home and abroad in its own name and at its own expense. For this purpose supplier shall provide to SK-Office Deutschland GmbH all information required and assist SK-Office Deutschland GmbH for the registration of the property rights against refund of costs incurred. Supplier shall make use unreservedly of inventions eligible for protection which are made by supplier’s employees during the performance of the order by declaring the General Terms and Conditions of Purchasing of SK-Office Deutschland GmbH, status: January 2015 3 to the relevant inventor and assign these to SK-Office Deutschland GmbH upon request against statutory employee’s remuneration. Apart from that, the assignment of the property rights shall be deemed as compensated by the agreed remuneration for the relevant order.
6.3 If the work results are protected by copyrights the supplier shall grant to SK-Office Deutschland GmbH the exclusive, irrevocable, transferable and sublicensable right unlimited with respect to contents, time and place to use these work results in all types of use known, particularly to copy, to distribute, to display, to present publicly these results or make them available to the public as well as to change or to process them in any manner. Granting of the right of use shall be compensated by the agreed remuneration for the relevant order.
6.4 If the work results include computer programs supplier shall be obligated to hand over and assign together with the executable version of the computer program also the complete source code and the related development documentation to SK-Office Deutschland GmbH.

7. Passing of risk, Acceptance, Defects investigation
7.1 If not agreed upon otherwise, the legal provisions shall apply for the passing of risk and transfer of property. An extended reservation of title by the supplier for the goods delivered to SK-Office Deutschland GmbH is not acknowledged. The same applies to the simple reservation of title stated in supplier’s General Terms and Conditions.
7.2 The delivery of movable objects to be produced or manufactured including the programming of software as well as any other services or works require the acceptance by SK-Office Deutschland GmbH. Upon acceptance the passing of risk takes place.
7.3 For the delivery of goods the risk is passed to SK-Office Deutschland GmbH upon receipt of the delivery at the delivery address stated in the order and upon countersigning the delivery note. Upon delivery SK-Office Deutschland GmbH examines the goods only for obvious defects. Determined defects are notified to the supplier immediately. The notice of defects shall be deemed to be made in good time if it is received at the supplier within a term of 8 working days calculated from date of delivery, or in case of hidden defects upon detection.

8. Liability for material defects
8.1 The supplier warrants within the legal deadlines, commencing upon passing of risk, that the goods and services are free from material defects.
8.2 In case of material defects SK-Office Deutschland GmbH shall be entitled to set a reasonable deadline to supplier for rectification. For the performance of the rectification two attempts shall be granted to supplier within the deadline stipulated by SK-Office Deutschland GmbH. After the second failed attempt of rectification SK-Office Deutschland GmbH may withdraw from the contract or reduce the remuneration. The right of withdrawal or the right for reduction of price can be exercised already after the first failed attempt of rectification if a second attempt within the stipulated deadline is unreasonable for SK-Office Deutschland GmbH. If the rectification is refused under the preconditions stated above SK-Office Deutschland GmbH shall be entitled to the right of withdrawal or the right for reduction of the price at once.
8.3 Apart from that the supplier warrants for material defects in accordance with the legal provisions.

9. Liability for legal deficiencies
9.1 The supplier warrants that the goods and services to be delivered by him are free from property rights of third parties and free from other legal deficiencies which would restrict or rule out the use according to contract.
9.2 If third parties assert that supplier’s deliveries or services infringe their property rights the supplier shall indemnify SK-Office Deutschland GmbH comprehensively from all claims of such third parties upon first demand and refund all expenses connected therewith. SK-Office Deutschland GmbH will inform supplier immediately about such claimed violation of property rights and leave the legal defense to supplier, if legally possible.
General Terms and Conditions of SK-Office Deutschland GmbH, Status: January 2015 4
9.3 Apart from that, the supplier shall be liable for legal deficiencies in accordance with the legal provisions.

10. Export control
In connection with his deliveries and services the supplier shall be responsible that the applicable export regulations under national and international law are observed.

11. Final provisions
11.1 Any amendments or additions to this contract including these provisions must be in writing. If the written form is not met these will be null and void. This is also applicable for any amendments of this clause on the written form.
11.2 If any provision of these terms and conditions or a contract concluded on the basis of these terms and conditions is or will become invalid this shall not affect the validity of the remaining provisions. In such case the contractual parties are obligated to contribute to the creation of provisions aimed at achieving a legally effective result coming nearest to the invalid provision from an economical point of view.
11.3 All contracts concluded on the basis of these terms and conditions are governed by the laws of the Federal Republic of Germany under exclusion of the UN sales law (CISG United Nations Convention on Contracts for International Sale of Goods nom 11.04.1980).
11.4 Supplier’s data from the contractual relationship are collected, processed and used by SK-Office Deutschland GmbH in accordance with the legal provisions including the Federal Data Protection Act.
11.5 Sole place of jurisdiction shall be Köln if supplier is a businessman within the meaning of the Commercial Code, legal person under public law or public-law special asset or does not have any domicile or habitual abode in the Federal Republic of Germany when a legal action is commenced.