1. The legal relations arising from this contract between the contractor and Powertech Int. GmbH, hereinafter referred to as Powertech Int. GmbH, shall be governed by these terms and conditions and any other written agreements. The Terms and Conditions of Purchase Production Material and Component of Powertech Int. GmbH as well as the Contractor's General Terms and Conditions shall not apply to this contract.

 

2. Order and acceptance as well as changes and additions thereto must be made in writing. Verbal collateral agreements at the time of conclusion of the contract are only effective if they have been confirmed in writing by Powertech Int. GmbH. This also applies to contract amendments after conclusion of the contract. If the supplier does not accept the order within 14 days, Powertech Int. GmbH shall be entitled to revoke the order in writing.

 

3. Unless otherwise agreed in writing, the invoices are to be forwarded to the auditing department of the supplied Powertech Int. GmbH unit. The contractor is not entitled to assign his claims against Powertech Int. GmbH or to have them collected by third parties, this does not apply to the extended retention of title as well as to assignments to companies in which Powertech Int. GmbH has a direct or indirect share of more than 50 %.If the contractor assigns his claims against Powertech Int. GmbH to a third party contrary to the previous sentence without the latter's consent, the assignment shall nevertheless be effective. Powertech Int. GmbH may, however, at its discretion make payment to the contractor or the third party with discharging effect.

 

4. The contracting parties undertake to treat as business secrets all commercial and technical details which are not in the public domain and which become known to them through the business relationship. They may only advertise their business relationship with prior written consent. Drawings, models, templates, samples and similar items made available to the contractor by Powertech Int. GmbH or paid for by the contractor remain the property of Powertech Int. GmbH. They may not be handed over or otherwise made accessible to third parties and may only be used for deliveries to third parties with the prior written consent of Powertech Int. GmbH. Subcontractors shall be obliged accordingly.

 

5. In the event of short-time work, pandemic or business interruption and other cases of business interruption which prevent Powertech Int. GmbH from accepting deliveries and services in the affected area through no fault of its own, the contractual partners shall agree on a suitable alternative date. Powertech Int. GmbH will contact the contractor in good time if possible.

 

6. The Contractor must comply with the latest recognised rules of technology, the safety regulations and the agreed technical data for his deliveries or services. If the Contractor provides services on the Client's premises, it shall notify the coordinator appointed by the Client of the start and scope of the work and coordinate the sequence thereof. In this context, the coordinator is authorised to issue instructions. For materials (substances, preparations) and objects (e.g. goods, parts, technical equipment, uncleaned empties) which, due to their nature, properties or condition, may pose a risk to the life and health of people, to the environment and to property and which therefore, due to regulations, require special treatment with regard to packaging, transport, storage, handling and waste disposal, the Contractor shall hand over to Powertech Int. GmbH, together with the offer, a fully completed safety data sheet according to §14 of the Ordinance on Hazardous Substances and an applicable accident leaflet (transport). In the event of changes to the materials or the legal situation, the contractor shall provide Powertech Int. GmbH with updated data and information sheets.

 

7. The Contractor warrants that its deliveries and services shall remain free of defects during the warranty period. Its duration shall be determined by the statutory limitation period for material defect claims. This shall also apply in the event of multi-shift operation. The limitation of claims due to a specific defect shall be suspended by a written notice of defect by Powertech Int. GmbH until the defect has been remedied. However, this suspension ends three months after receipt of the written declaration that the defect has been remedied or that there is no defect. Defects shall be notified to the contractor in writing without delay as soon as they are detected in the ordinary course of business.

 

8. The contractor shall be liable for claims arising from the infringement of granted or registered property rights in the event of contractual use of the supplies and services. The contractor shall indemnify Powertech Int. GmbH against all claims arising from the use of such rights. With the delivery of a work protected by copyright Powertech Int. GmbH receives from the contractor a simple, unrestricted right of use in all types of use.

 

9. If the contractor ceases to make payments or if insolvency proceedings are applied for against his assets or extrajudicial composition proceedings are applied for, Powertech Int. GmbH shall be entitled to withdraw from the contract. Insofar as no withdrawal takes place, Powertech Int. GmbH may retain an amount of at least 5 % of the remuneration as security for the contractual claims until the expiry of the contractual warranty period.

 

10. The contractor is obliged not to commit any acts or to refrain from any acts which may lead to criminal liability due to fraud or breach of trust, insolvency offences, offences against competition, granting of advantages or corruptibility of persons employed by the contractor or other third parties. In the event of a breach of this provision Powertech Int. GmbH shall be entitled to rescind or terminate all legal transactions with the contractor without notice and to break off all negotiations. Notwithstanding the aforementioned, the contractor is obliged to comply with all laws and regulations concerning him and the business relationship with Powertech Int. GmbH.

11. The law of the Federal Republic of Germany shall apply exclusively, unless otherwise agreed. The German wording shall be decisive for the interpretation of the contract. The application of the United Nations Convention on Contracts for the International Sale of Goods of 11. 4. 1980 is excluded. The place of performance for the deliveries or services is the recipient's plant or the recipient's branch office according to the order of Powertech Int. GmbH. Furthermore, the place of performance is Grünberg, our place of business. The exclusive place of jurisdiction for all present and future claims arising from the business relationship with merchants, including claims arising from bills of exchange and cheques, shall be Grünberg. The same place of jurisdiction shall apply if the contractor does not have a general place of jurisdiction in Germany, moves his place of residence or habitual abode out of Germany after conclusion of the contract or his place of residence or habitual abode is not known at the time the action is brought. Powertech Int. GmbH is also entitled to bring an action at the contractor's place of business.