General Terms and Conditions of the Purchase of SINGULUS ...

General Terms and Conditions of the Purchase of SINGULUS TECHNOLOGIES
AG and SINGULUS Stangl Solar GmbH
As at June 2012
their form, as well as all findings and experiences obtained
himself based on details provided by the Buyer and to use
these only to carry out the order.
2. The Contractor shall treat the making of the Contract confidential.
Without obtaining prior written approval from the
Buyer, the Contractor may not refer to the business relationship
in any publications, e.g. advertising materials and reference
lists etc. and may not display the delivery items manufactured
for the Buyer. This shall also apply to use as a reference.
3. The Contractor shall accordingly impose restrictions on his
sub-contractors and employees.
XVI. Copyright rights and rights of use
The Contractor shall transfer to the Buyer with the delivery or
service, the unlimited power of disposal and right of use of the
results of the delivery or service (including ideas, drafts, drawings,
specifications, documents and designs) and of the software.
The Buyer may, taking account of third-party personal
rights, dispose of them as a proprietor, either in his own company,
in related companies or through third parties. For this
purpose, the Contractor hereby grants the Buyer the irrevocable
right without restrictions in terms of time or place and
without material restrictions and without imposing a separate
charge, particularly all copyright rights of use and claims
regarding the services, service results, software and works
provided by the Buyer. This also includes the provision of the
source code of the software, which the Contractor developed
specifically for the Buyer (individual software). The Buyer shall
be entitled to use the performance results, works and software
in all known and unknown types of use, particularly to change
them and to use the changed items to the same extent as the
original ones. The Buyer shall be entitled to transfer the rights
and to grant licences to third parties. The said rights granted
continue to apply indefinitely after the end of the contract. If
the Contractor makes use of third parties to perform the Contract,
he shall obtain their rights of use and transfer them to the
Buyer to the same extent.
XVII. Information requirements, REACH export control
and customs, communication tools
1. The Contractor shall provide the Buyer with all necessary
information regarding dispatch, export and security-related
topics regarding the products, particularly hazardous goods
declarations, security data sheets and long-term supplier
declarations.
2. The Contractor shall be obliged to inform the Buyer in his
business documents of potential authorisation requirements
for (re-) exports of his products according to German, European
or US export and customs regulations as well as export and
customs regulations of the country of origin of his products.
For this purpose, the Contractor shall include the following
minimum information in his offers, order confirmations and
invoices with regard to the relevant item positions:
the export list number according to Appendix AL for
the German Foreign Trade Act or comparable list
positions on the relevant export lists,
for US goods, the ECCN (Export Control Classification
Number) according to the US Export Administration
Regulations (EAR),
the origin of his products and of components of his
products according to trade politics, including technology
and software,
whether the goods were transported through the
USA, manufactured or stored in the USA or manufactured
with the help of US technology,
the statistical goods number (HS code) of his products,
as well as
a contact person in his company to clarify potential
queries by the Buyer.
If the Buyer requests this, the Contractor shall be obliged to
provide the Buyer in writing with all additional foreign trade
data regarding his products and their components and to
inform the Buyer instantly of all changes to the above data in
writing (before the delivery of the relevant products affected
thereby).
- hereinafter called “the Buyer” -
3. All shipments to the Buyer will be administered by an Authorised
Economic Operator (AEO). All resulting obligations
concerning the compliance with safety regulations will be
observed.
4. The Contractor explicitly undertake to deliver products which
meet all the requirements of the European Regulations (EC)
1907/2006 ("REACH") and (EC) 1272/2008 ("CLP Directive").
This particularly includes, but is not limited to, the registration
and notification duties under REACH as well as the obligation
to classify, mark and package in accordance with CLP. In this
regard the Contractor will, at the Buyers request, provide the
Buyer with safety data sheets referring to substances and
mixtures for making the Buyers determination as to the suitability
of the Contractors materials. Prior to the first delivery, the
Contractor will automatically send the Buyer safety data
sheets in due time and repeatedly as soon as relevant changes
become necessary.
Fulfillment in particular of the registration duty but also of the
obligation to supply current and complete safety data sheets,
which have to meet the applicable REACH and CLP regulations,
is considered by the Buyer to be the essential basis of
any delivery. In the event that the Contractor does not deliver
any safety data sheets or delivery is delayed or in defective
condition, the Contractor shall release the Buyer from any
claim for compensation of third parties. The same applies to all
later changes.
If we are provided with articles according to the definitions
used within the REACH regulation, the Contractor will undertake
to deliver only products whose content of substances of
very high concern included in the European Chemicals Agency's
"Candidate List" does not exceed 0.1% (m/m). Furthermore
the Contractor will undertake to inform the Buyer automatically
when being aware of any materials (substance,
mixture, or article) delivered that contain any substance of the
candidate list – even when falling below the limit of 0.1%.
5. The Contractor generally agrees to use the electronic tools
provided by the Buyer as part of making and performing the
Contract. The Contractor shall bear any related additional
fees.
XVII. Place of performance, jurisdiction, choice of law,
final provisions
1. If one provision or individual parts of a provision of these
Conditions of Purchase are invalid, this shall not affect the
validity of the Conditions of Purchase as a whole and/or of
other agreements made between the parties. If, in the case of
an invalid provision, no relevant law applies, the parties agree
to replace the invalid provision with a valid provision approximating
the economic purpose of the invalid provision as closely
as possible.
2. To the extent that nothing to the contrary has been agreed,
the place of performance for deliveries or services shall be the
delivery address shown in the order. For all other obligations
on both sides, the Buyer's main site shall be the place of
performance.
3. If the Contractor is a general merchant, a legal entity under
public law or special assets under public law, the Buyer's
registered office shall be the jurisdiction. However, action may
also be brought against the Contractor at his general jurisdiction.
4. The law of the Federal Republic of Germany shall also
apply excluding UNCISG dated 11/4/1980.
5. The contract language shall be German. To the extent that
the parties make use of an additional language, the German
version shall take precedence.
6. The Buyer shall be entitled to save and manage the Buyer's
data as part of the legal provisions and to pass it on within the
Group and to third parties to the extent that this is required for
operations.
SINGULUS TECHNOLOGIES AG page 1 of 4 Stand June 2012