General Purchasing Conditions
GPC
General Purchasing Conditions (GPC) of the METZLER : VATER group
Contents
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Preamble
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Contract Formation/Scope of Services
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Delivery, Delivery Period and Delayed Delivery
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Acceptance/Defects/Supplier Recourse
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Termination of Contract
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Payment Conditions
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Non-Disclosure
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Rights of Exploitation and Use
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Customer Protection Clause
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Statute of Limitations
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Social and Environmental Standards / Tax / Data Protection
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Closing Provisions
1. Preamble
These General Terms and Conditions of Purchase govern the business relationships between the companies of the METZLER : VATER Group, in particular METZLER : VATER group GmbH, METZLER : VATER design GmbH, METZLER : VATER live GmbH, METZLER : VATER travel GmbH, METZLER : VATER services GmbH, and METZLER : VATER digital GmbH (hereinafter referred to as the "Client") and their business partners and suppliers (hereinafter referred to as the "Contract Partner").
The General Terms and Conditions of Purchase (GPC) also apply to contracts concerning the purchase and/or delivery of movable goods ("Goods"), regardless of whether the Contract Partner manufactures the Goods itself or procures them from suppliers (§§ 433, 651 BGB).
These terms apply only if the Contract Partner is an entrepreneur (§ 14 BGB), a legal entity under public law, or a special fund under public law.
Any deviating provisions in the general terms and conditions of the Contractual Partner are expressly rejected. Individual agreements and framework contracts shall, in any case, take precedence over these GPC.
2. Contract Formation/Scope of Service
The contract based on the previously negotiated performance specifications (Offer) comes into existence upon ordering by the Principal (Acceptance). The minimal requirement for the Acceptance is the written form. The Contract Partner undertakes to document the contract formation by means of an order confirmation and to execute the order as agreed. Moreover, the Contract Partner undertakes to perform the totality of not explicitly mentioned services which are necessary for the proper fulfilment of the agreed services in line with the due quality standard. These include, in particular: Observance of the generally recognised rules of the art of construction and of construction technology as well as of trade fair, exhibition and stage construction and of event technology, along with all relevant statutory and regulatory provisions. The Contract Partner undertakes to acquire, obtain all approvals and permits required for the performance of its service in a timely manner. Subsequent changes or supplements to the scope of service require the written form. In the event of a change or addition to any service, the Contract Partner undertakes to compile a complete change history for the order. This change history shall contain a list of every project-related change or addition. The basis of this change history is the original contract covering the services that are subject to all changes and additions. The Contract Partner shall personally perform all services transferred to it according to the contract. Any transfer of the services or parts of the services to third parties requires the prior consent (the minimal requirement is the written form) of the Principal.
3. Delivery, Delivery Period and Delayed Delivery
The service shall be performed at the agreed location (place of fulfilment). If no such location is agreed in the contract, the service shall be performed at the place of business of the Principal. The agreed delivery period is generally binding. The Contract Partner undertakes to provide immediate written notice if it looks likely that it cannot comply with the agreed delivery periods. If the Contract Partner fails to perform its service or fails to do so within the agreed delivery period, it shall be in default. If, in the event of a delay, the service is no longer of any use to the Principal (fixed service), the latter may withdraw from the contract. This shall also apply if the Contract Partner notifies its inability to perform the service according to deadline. For services that are not fixed services, the same applies if the Contract Partner misses an appointed delivery time. If the Contract Partner defaults on its service, the Principal – alongside further statutory claims – shall be able to demand liquidated damages arising from the delay amounting to 0.25 % of the net price per full calendar day; however, in total, not more than 5 % of the net price of the service performed late. The Principal reserves the right to provide evidence that greater damage has arisen. The Contract Partner reserves the right to provide evidence that no damage at all, or only significantly lesser damage, has arisen.
4. Acceptance/Defects/Supplier Recourse
The Contract Partner shall be entitled to partial performances only if this has been expressly agreed upon. The Principal shall be able to refuse acceptance of the service only in the event of significant defects. Complaints concerning any defects that are detected upon acceptance must be raised within five working days. The service shall be examined for hidden defects within five working days following acceptance. Complaints shall likewise be raised within five working days of discovery in the context of defects discovered during the examination. Upon the purchase of goods, the Principal – in deviation from § 442 paragraph 1 page 2 German Civil Code, BGB – shall be entitled to raise claims for defects, without restriction, including in the event that the defect remained unknown to it upon formation of contract as a result of gross negligence. If amendment of the service is owed, this shall be performed at the place of fulfilment. This does not apply to location-independent services (software etc.). Amendment also includes removal of the defective goods and re-installation, as far as the goods had been installed in another object or affixed to another object in accordance with their type and intended use. The Principal's statutory claim to reimbursement of corresponding costs remains unaffected. The costs required for the purposes of examination and supplementary performance shall be borne by the Contract Partner even if it emerges that no defect did, in fact, exist. Liability for damages in the event of an unjustified request to eliminate defects remains unaffected; in this respect, however, the Principal shall be held liable only if it recognises, or grossly negligently fails to recognise, that no defect existed. The parties agree upon the written form for notifications of defects. In the context of supplier recourse, the Principal shall be entitled, in particular, to stipulate exactly the type of supplementary performance from the Contract Partner which the Principal owes to its end purchaser in the individual case. The Principal's statutory right to choose (§ 439 paragraph 1 BGB) is not restricted as a result of this. Claims arising from supplier recourse shall not lapse as a result of the fact that the Principal or its customer has processed the goods. Before the Principal acknowledges or fulfils a claim for defects asserted by its customer (including compensation of costs in accordance with §§ 445a paragraph 1, 439 paragraph 2 and 3 BGB), it shall notify the Contract Partner and request a written reaction, under provision of a brief description of the matter. If no substantiated reaction occurs within the set, appropriate deadline and if a consensual solution is also not produced, the claim for defects actually granted by the Principal shall be considered owed. In this event, the burden of proof to the contrary lies on the Contract Partner.
5. Termination of Contract
In the event that the end purchaser of the service cancels the contract on grounds not attributable to the Principal, and the Contract Partner's service no longer applies as a result, the Principal shall reimburse solely the order-related expenditures accrued up until termination of contract, including costs arising from non-cancellable agreements. The Contract Partner shall not be entitled to any claims for damage compensation beyond that.
6. Payment Conditions
The agreed prices are binding. Unless otherwise agreed in the individual case, the price includes all services and supplementary services by the Contract Partner (e.g. assembly, installation) as well as all associated costs (e.g. regulations-compliant packaging, transport costs including any transport and third-party liability insurance). Following full, complaints-free provision of service, the Contract Partner shall bill for the service in one invoice in line with the statutory provisions. The Contract Partner's demand is payable after receipt of the original invoice by the Principal. The parties agree a payment target of 30 days. The Principal shall owe no post-maturity interest. The statutory provisions apply in the event of delayed payment. Default occurs only after receipt of a separate reminder in written form, setting an appropriate deadline. The Principal is entitled to rights to offset and to withhold services, as well as the plea of unfulfilled contract, within the statutory scope. In particular, it is entitled to withhold due payments while there are still outstanding claims arising from incomplete or defective services. The Contract Partner has a right to offset or to withhold services only on account of legally determined or undisputed counter-claims.
7. Non-Disclosure
The Contract Partner undertakes to maintain secrecy concerning all information or processes becoming known due to the business relationship between the parties and the performance of services as well as in relation to all documents received. This also applies with regard to all other internal matters of the contract parties or of other involved third parties. The Contract Partner is entitled to refer to its services on behalf of the Principal in the context of its own publicity only with the express written agreement of the Principal. Any forwarding of documents or data, regardless of what form it takes, is permissible only with the written agreement of the Principal. For every case of culpable contravention of this non-disclosure statement, the Contract Partner promises a contractual penalty, the amount of which is left to the Principal's discretion and will be examined for its commensurability by the responsible court in the event of dispute. The raising of further claims for damages remains unaffected by this. Every breach of the duty of non-disclosure justifies the cancellation without notice of the contractual relationship by the Principal as well as the raising of claims for damages.
8. Rights of Exploitation and Use
As far as the services to be performed by the Contract Partner in the context of the contract justify or, respectively, comprise commercial intellectual property rights (such as brands, patents, licences, utility patterns and design) or copyrights in favour of the Contract Partner or of any of its employees, the Contract Partner herewith transfers to the Principal, concerning these protected service outcomes, the comprehensive, exclusive, temporally and spatially unrestricted rights of use for exploitation in all forms and media as well as the right to pass them on to third parties, particularly to those connected to the client, as far as this is covered by the contractual purpose. The Contract Partner is liable for ensuring that the services it performs can be used without restriction and, in particular, that no commercial intellectual property rights (such as brands, patents, licences, utility patterns and design) or author's / ancillary copyrights, or third-party rights, oppose this or that no corresponding statutory stipulations are breached. The Contract Partner releases the Principal from all claims arising from any breach of such commercial intellectual property rights or author's / ancillary copyrights. The Contract Partner provides assurance that its services are free of third-party intellectual property rights which could interfere with utilisation. Within the scope to which the Principal is granted corresponding rights of use, the latter is also entitled to adapt the service outcomes under consideration of the author's personality right and preservation of the intellectual character of the work or to have it modified or adapted in other ways and to utilise the service outcomes thus modified. If further use of the outcomes occurs beyond the specific contractual purpose and the specific project, the Contract Partner shall have a claim to further appropriate remuneration. Drafts, sketches, drawings, concept descriptions etc. coming to the notice of the Contract Partner shall remain, with all rights, the property of the Principal, and shall do so even if they have been handed over to the Contract Partner. Entitlement to utilisation by the Contract Partner requires express written agreement, and does so regardless of whether or not specially protected rights or copyrights exist. The documents are deemed entrusted to the Contract Partner as understood by § 18 of the German Act against Unfair Competition (UWG). The Contract Partner undertakes to refrain from any other exploitation in all forms, in particular reproduction and dissemination and forwarding to third parties as well as the performance of modifications without the express agreement of the Contract Partner.
9. Customer Protection Clause
The Contract Partner commits to customer protection in respect of the Principal and shall refrain from any direct or indirect competition in relation to the Principal's client, for whom the contractual services are ultimately to be performed, throughout the duration of contractual relations and up to 2 years after the contractual relationship has ended. For every case of culpable contravention of this customer protection requirement, the Contract Partner promises a contractual penalty, the amount of which is left to the Principal's discretion and will be examined for its commensurability by the responsible court in the event of dispute. The raising of further claims for damages remains unaffected by this.
10. Statute of Limitations
The reciprocal claims of the parties shall lapse according to the statutory provisions. Any curtailment of the limitation to the detriment of the Principal requires express prior agreement in written form. In the case of the purchase of goods, the general limitation period – in deviation from § 438 paragraph 1 no. 3 BGB – for claims for defects is 3 years after transfer of risk.
11. Social and Environmental Standards / Tax / Data Protection
The contracting partner undertakes to comply with applicable national and international labor and human rights standards, including but not limited to the provisions of the ILO Core Labor Standards, the Universal Declaration of Human Rights, and the UN Global Compact. This specifically includes ensuring safe and healthy working conditions in accordance with national occupational safety laws and international standards, adherence to anti-discrimination and anti-harassment measures, the prohibition of child and forced labor, compliance with applica-ble national minimum wage regulations at the place of performance, payment of fair wages, and adherence to statutory working hours. Furthermore, the contracting partner commits to ensuring that subcontractors or any other third parties engaged by them comply with these regulations.
The contracting partner also undertakes to implement and continuously improve measures to ensure the environmental sustainability of its business practices, particularly by reducing en-ergy consumption and greenhouse gas emissions, as well as through waste management initiatives aimed at reduction, reuse, and environmentally friendly disposal of waste, and by complying with all applicable environmental laws and regulations.
The contracting partner shall bear any taxes due in connection with the remuneration for its services. In particular, they are obligated to comply with all relevant tax obligations associated with the performance of their services at the place of fulfillment. They shall provide the client with all necessary documentation without being requested to do so.
The client will store the contracting partner’s data necessary for contract execution for the required duration and ensure compliance with the relevant provisions of the GDPR and appli-cable regulations. The contracting partner is likewise obligated to comply with the provisions of the GDPR, the German Federal Data Protection Act (BDSG), and other applicable national data protection regulations. Furthermore, they commit to ensuring that subcontractors or oth-er third parties engaged by them comply with relevant data protection regulations.
If the contracting partner collects, processes, or uses personal data on behalf of the client, they are required to submit a data processing agreement in accordance with the GDPR. In the event of any violation of these obligations, the contracting partner commits to paying a contractual penalty amounting to 5% of the respective order value. This penalty shall be cred-ited against any claims for damages resulting from breaches of confidentiality. For further in-formation on data protection and your rights, please refer to our detailed explanations on our website.
12. Closing Provisions
Binding agreements require the written form at the minimum. This also concerns framework contracts and individual agreements. Clarifications and indications by the Contract Partner, relevant in law, in relation to the contract (for example, setting of deadlines, reminder, withdrawal) are to be submitted in written form at the minimum. Statutory formal provisions and further evidence, particularly in the event of doubts concerning the declarer's legitimacy, remain unaffected. The exclusive, also international place of jurisdiction for all disputes is Munich. German law applies, under exclusion of the CISG. This also applies when the place of fulfilment of the service is located abroad.