Terms & Conditions

General Terms and Conditions of Purchase

§ 1 General – Scope of validity
(1) For all orders of Seebach GmbH (hereinafter referred also as “we“/“us“), the below Purchasing Conditions are valid exclusively. We do not recognize any conditions of the Supplier, which deviate from our Purchasing Conditions, unless when we have explicitly approved their validity in writing. Our Purchasing Conditions are valid also when we, having knowledge of conditions of the Supplier, which are conflicting with or deviate from our Purchasing Conditions, we accept unconditionally the delivery by the Supplier. The confirmation or execution of the order shall be deemed to constitute an acknowledgment of the Seebach GmbH Purchasing Conditions.
(2) Our Purchasing conditions are valid also for all the future transactions with the Supplier.
(3) Our Purchasing Conditions are valid only with respect to contractors according to § 310 section 4 BGB (German Civil Code).

§ 2 Offer, offer documents
(1) Our order is binding as early as we submit or confirm it in writing. Before accepting the order, the Seller must inform us about obvious errors (e.g. typing errors and calculation errors) and incompleteness of the order, including the order documentation, for the purpose of their correcting or correct completion; otherwise the contract is considered as not concluded.
(2) The Seller is obliged to confirm our order within 2 weeks in writing or, in particular, to carry out the delivery of the goods (acceptance) unconditionally.
(3) A delayed acceptance is considered as a new offer and has to be accepted by us.

§ 3 Time of delivery and delivery delay
(1) The delivery deadlines and the delivery quantities specified in the order are binding. The delivery deadline is the time of delivery to us. The Supplier is obliged to inform us immediately in writing when circumstances take place or become recognizable to him, from which it results that the agreed time of delivery can not be observed.
(2) If the Seller does not provide his service or does not provide it within the agreed time of delivery, or is in delay, then our rights are determined – in particular to withdrawal and compensation for damages – according to the legal regulations. The regulations in section 3 remain unaffected.
(3) If the Seller is in delay, we can – in addition to the other legal claims – request a lump sum compensation for our damages due to the delay in the amount of 1% of the net price per completed calendar week, but in total no more than 5% of the net price of the late delivered goods. We reserve the right to prove that we have sustained greater damages. The Seller reserves the right to prove that we have not sustained any damages or have sustained only significantly less damages.
(4) Partial deliveries are accepted only after an explicit prior agreement in writing. In the case of agreed partial deliveries, the remaining residual quantity must be specified, respectively, with the actual delivery. The deliveries can take place up to three business days prior to the agreed delivery deadline or up to 5% above the agreed delivery quantity also without our prior approval.

§ 4 Prices, payment conditions
(1) The price specified in the order is binding. All prices are understood as inclusive of the legal value added tax, when this is not separately specified.
(2) If nothing else is specified in an individual case, the price includes all the services and supplementary services of the Seller (e.g. assembly, installation) as well as all the additional costs (e.g. proper packaging, transport costs, including eventual transportation and liability insurance). Upon our request, the Seller must take back the packaging material.
(3) The agreed price is due for payment within 30 calendar days from the complete delivery and service (including an eventually agreed acceptance) as well as from the access to an orderly invoice. When we make the payment within 14 calendar days, the Seller gives us a 3% discount on the net amount in the invoice. In the case of bank transfer, the payment is considered received on time when our remittance order is received in our bank prior to the expiration of the payment deadline; we are not responsible for delays due to the payment procedures of the participating banks.
(4) We do not owe any interest on maturity. The default interest rate amounts annually to 5 percentage points above the basic interest rate. In the case of our delay, the legal regulations are applicable, whereby in any deviation from that a written warning from the Seller is eventually necessary.
(5) The offset rights and the rights of retention as well as the plea of not-fulfilled contract are available to us in the legal scope. We have, in particular, the right to retain due payments, insofar as we are entitled to claims against the Seller from incomplete or defective services.
(6) The Seller has offset right and right of retention only for finally established or uncontested counterclaims.

§ 5 Performance, delivery, passing of risk, acceptance delay
(1) The Seller does not have the right to subcontract to a third party (e.g. a subcontractor), without a prior written approval, a service that has to be provided by him. The Seller bears the procurement risk for his services when not in individual case something else has been agreed (e.g. selling a product that is in stock).
(2) The delivery takes place within Germany‘s “free factory delivery” to the location that is specified in the order. If the place of destination is not specified and nothing else has been agreed upon, then the delivery must take place to our ­business headquarters in Vellmar. The respective place of destination is also the place of performance (debtor‘s ­address). The transportation insurance is performed by the Supplier, unless the contrary has been agreed upon.
(3) The delivery is accompanied by a delivery note containing the date (issuance and shipping), content of the delivery (Article No. and number of articles), as well as our order identifier (date and number). If there is no delivery note or if it is incomplete, we do not bear any responsibility for the resulting delays in the processing and the payment.
(4) Separately from the delivery note, a corresponding shipping notice with the same content must be sent.
(5) The hazard for the accidental loss and the incidental deterioration of the product passes to us with the transfer at the place of performance. Insofar as an acceptance is agreed, it is based on the transfer of the hazard. Apart from that, the legal regulations are also valid, respectively, in the case of an acceptance. The same is true with respect both to the transfer and the acceptance when we are in delay of the acceptance.
(6) The legal regulations are valid in the event of acceptance delay on our part. However, the Seller must explicitly offer us his service also when a predetermined or determinable calendar time has been agreed upon for a handling or ­collaboration on our part. If we are in a situation of acceptance delay, the Seller can request a compensation for his ­additional expenses according to the legal regulations (§ 304 BGB). If the Contract concerns non-fungible goods (unique product) that are to be produced by the Supplier, the Supplier shall be entitled to farther-reaching rights only when we are obliged to collaborate and the collaboration has remained undone.

§ 6 Inadequate delivery
(1) For our rights in the case of material defects and deficiencies in title of the commodity (including wrong delivery and underdelivery, as well as unprofessional assembly, defective assembly, operation or service manuals) and for other breaches of duty by the Seller, the legal regulations are valid, if nothing else has been specified.
(2) According to the legal regulations, the Seller is responsible, in particular, that at the risk transfer to us the commodity is of the agreed quality. In any case, as agreement on the quality, those product descriptions are valid, which – in particular through designation or reference in our order – are object to the respective contract or in the same way as these AEB were included in the contract. Thereby it does not make any difference whether the product description originates from us, from the Seller or from the manufacturer.
(3) Differently from § 442 section 1 p. 2 BGB, we are entitled to claims for defects without limitation also when, due to gross negligence, the defect has remained unknown to us.
(4) For the commercial inspection obligation and notification of defects, the legal regulations (§§ 377, 381 HGB – Code of Commercial Law) are valid, with the following proviso: Our inspection obligation is limited to defects, which often come to light during our goods delivery control under external examination, including the delivery documents, as well as during our quality control by using the random sampling approach (e.g. damages caused during transportation, wrong delivery and underdelivery). If an acceptance is agreed upon, there is no examination duty. In addition, it depends on whether and to what extent an examination by taking into consideration the circumstances at the individual case is doable according the orderly business operation. Our notification of defects duty for later discovered defects remains unaffected. In all the cases, our complaint (notice of defect) is valid as immediate and on time, when it arrives to the Seller within 5 working days.
(5) The testing and subsequent improvement costs of the Seller (including the eventual disassembly and assembly costs) are borne by the Seller also when it is established that actually there is no defect. Our liability for compensation as a result of an unjustified request to remedy a defect remains unaffected; however, we are liable only when we knowingly or by gross negligence have not recognized that there was no defect.
(6) If the Seller does not fulfill his obligation for supplementary performance – according to our choice by correcting the defect (subsequent improvement) or by delivery of a product free of defects (replacement delivery) – within a reasonable period of time set by us, we can correct the defect by ourselves and request from the Seller a compensation of the expenditures that have been necessary for that and a corresponding advance payment. If the supplementary performance by the Seller has failed or is unacceptable for us (e.g. due to particular urgency, threat to the operational safety or hazard for suffering disproportioned damages), this does not require any setting of a deadline; we will inform the Seller about this type of circumstances immediately, if possible, even in advance.
(7) In addition, according to the legal regulations, in the case of material defects and deficiencies in title, we have the right to request a reduction of the purchase price or to withdraw from the contract. In addition, according to the legal regulations, we have claim for compensation for damages and reimbursement of expenses.

§ 7 Supplier regress
(1) Along with the claims for defects, we are entitled entirely to our legally determined regress claims within a delivery chain (supplier regress according to §§ 478, 479 BGB). In particular, we have the right to request from the Seller exactly the type of the supplementary performance (subsequent improvement or replacement delivery), which we are due to provide to our customer in individual case. Our legal right to choice (§ 439 section 1 BGB) is not restricted by that.
(2) Before we recognize or fulfill a claim for defects by one of our customers (including reimbursement of expenses according to §§ 478 section 3, 439 section 2 BGB), we will notify the Seller and request a written statement in this respect after providing him with a brief description of the facts. If we do not receive such a statement within a reasonable period of time and also if no amicable solution has been found, then we are actually liable to our customer for the claim for defects; in such a case, the Seller is obliged to provide evidence to the contrary.
(3) Our claims from the Supplier regress are valid also then, when the commodity has been further processed prior to its selling to a consumer by us or by one of our customers, e.g. by its incorporation in another product.

§ 8 Manufacturer liability
(1) If the Seller is responsible for a defect in a product, he must release us from claims by third parties in this respect because the cause for that lies in the area of his management and organizational domain and he is himself liable in an external relationship.
(2) Within the framework of his indemnification obligation, the Seller must reimburse to us the expenses according to §§ 683, 670 BGB, which result from or in relation to a claim by a third party, including recall actions performed by us. We shall inform the Seller – as far as this is possible and acceptable – about the content and scope of the recall measures and give him an opportunity to express his opinion in this respect. The further legal claims remain unaffected.
(3) Correspondingly, the Supplier maintains the level of his guarantee value in accordance with his responsibility as well as his risk-based operational and productliability compulsory insurances or any other comparable risk-covering insurances. The insurance documents and polices must be submitted upon our request.

§ 9 Protection rights
(1) The Supplier bears the responsibility that no rights of third parties are infringed in connection with his delivery, insofar as he does not prove that he is not responsible for the breach of duty.
(2) If we receive claims in this respect by a third party, the Supplier is obliged to release us from these claims at our first request about that in writing; we do not have the right to conclude any agreements with the third party, in particular to reach a settlement, without an approval by the Supplier.
(3) The indemnification obligation of the Supplier is related to all the expenditures we incur in connection with a claim by a third party.

§ 10 Secrecy and retention of title
(1) We reserve our property rights and the copyright to all the drawings, schemes, sketches, calculations, implementation instructions, product descriptions and other documents. This kind of documents should be used exclusively for performing the contractual services and shall be returned to us after the execution of the contract. These documents must be kept in secrecy also after the end of the contract. The obligation to secrecy expires only when and insofar when the knowledge contained in the provided documents has become generally known.
(2) The above regulation is valid, respectively, for substances and materials (e.g. software, finished and semi-finished products) as well as for tools, templates, samples and other objects which we make available to the Seller for manufacturing purposes. This kind of objects – insofar as they are not processed – must be properly stored at the costs of the Seller and have to be insured at an appropriate level against loss and destruction.
(3) Any processing, mixing or combining (further processing) of the provided objects by the Seller is done for us. The same is valid for the further processing of the delivered goods by us, so that we are considered as the manufacturer and obtain ownership of the product at the latest with the further processing in accordance with the legal regulations.
(4) The transfer of the goods to us must take place unconditionally and regardless of the payment of the price. However, when in an individual case we receive an offer from the Seller for a transfer with a special condition for paying the purchase price, the retention of the property rights of the Seller expires at the latest with the payment of the purchase price for the delivered commodity. We remain authorized in the orderly course of the business also prior to the payment of the purchase price for performing further selling of the commodity under the condition of the requirement originating from here (alternatively applying the validity of the simple reservation of the proprietary rights that are extended up to the further selling). In any case, however, all other forms of retention of property are excluded, in particular the expanded, forwarded and extended reservation of the proprietary rights for the further processing.

§ 11 Statute of limitation
(1) The reciprocal claims of the contracting parties come under the statute of limitation according to the legal regulations, if nothing else has been subsequently determined.
(2) In a deviation from § 438 section 1 No. 3 BGB, the general period of limitation for claims for defects is 3 years from the transfer of the risk. Insofar as an acceptance is agreed upon, the status of limitation begins with the acceptance. The 3 years period of limitation is valid, correspondingly, also for claims resulting from defective titles, whereby the legal period of limitation for urgent surrender claims of third parties (§ 438 section 1 No. 1 BGB) remains unaffected; in addition, the claims resulting from defective titles do not come under the statute of limitation, as long as the third party can still use the right against us – in particular in the case of absence of period of limitation.
(3) The periods of limitation of the purchase right, including their expected extension are valid – within the legal scope
– for all contractual claims for defects. If due to a defect there are also non-contractual claims for compensation for damages, the regular legal statute of limitation is valid for them (§§ 195, 199 BGB) when in an individual case the application of periods of limitation according to the purchase law does not lead to a longer period of limitation.

§ 12 Transfer of rights and obligations
Aufträge an den Lieferanten und sonstige Rechte und Pflichten dürfen nur mit unserer vorherigen schriftlichen ­Zustimmung auf Dritte übertragen werden. Eine Abtretung von Geldforderungen ist jedoch auch ohne Zustimmung möglich, soweit das Rechtsgeschäft, das die Forderung begründet hat, für beide Teile ein Handelsgeschäft ist.

§ 13 Integrity clause
Seebach GmbH and the Supplier are obliged to take all the necessary measures for prevention of corruption and other criminal actions. In particular, they are obliged to take in their companies all precautionary measures, in order to prevent any serious violations, namely against the criminal laws, against regulations, which are significant from a competition point of view, environment protection regulations, occupational safety conditions and the recognized rules of technology. Furthermore, they are obliged to commit in an adequate way to these principles also the associated companies, the employees, the subcontractors and their suppliers as well as to ensure their adherence to them. A comprehensive code of conduct is available for downloading under www.smiths-nroun.com. Complaints against Seebach GmbH can also be made there.

§ 14 Choice of law and place of jurisdiction
(1) For these Purchasing Conditions and all legal relationships between us and the Seller, the laws of Federal Republic of Germany are valid, under exclusion of the international uniform law, in particular the UN Sales Convention. The prerequisites and effects of the retention of title are subject to the laws at the respective storage location of the product, insofar as the made choice of law in favor of the German law is inadmissible or ineffective.
(2) If the Seller is a merchant in the meaning in the code of commercial law, legal entity under public law, or a special fund under public law, the exclusive – also international – place of jurisdiction for all disputes resulting from the contractual relationship is our registered office in Vellmar. However, we have also the right to legal action at the place of execution of the delivery obligation.

Version Approved: November 2018

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Seebach Sales Terms and Conditions

SEEBACH GmbH („SELLER“) WILL ACCEPT BUYER‘S ORDER REFERRED TO ON THE ACCOMPANYING QUOTATION ON CONDITION THAT BUYER ASSENTS TO THE TERMS AND CONDITIONS SET FORTH BELOW AND ON ANY ACCOMPANYING DOCUMENT(S) AND WAIVES ANY DIFFERING TERMS OR CONDITIONS. SUCH ASSENT AND WAIVER IS EVIDENCED EITHER BY BUYER‘S PURCHASE ORDER (ANY CONTRARY TERMS OR CONDITIONS OF WHICH SHALL BE DISREGARDED) OR BY ACCEPTING DELIVERY OF THE FIRST SHIPMENT HEREUNDER.

1. Exclusion of Conflicting Terms and Conditions. These Terms and Conditions shall apply exclusively. Seller does not recognise conflicting or deviating general terms and conditions of the Buyer, unless Seller has explicitly consented to their application in writing. These Terms and ­Conditions shall even apply if Seller makes deliveries to the Buyer without reservation ­despite being aware of conflicting general terms and conditions of the Buyer or general terms and ­conditions which deviate from these Terms and Conditions. These Terms and Conditions shall also apply to any future business transactions between the Parties.

2. Payment and Shipping Terms. Payments are due, without deduction, within 30 days upon date of invoice, ex works, unless expressly provided to the contrary on the accompanying ­quotation. Any amount not timely paid due to the Buyer’s fault shall bear a late charge of one and one-half percent (1.5%) for each month or fraction of a month computed on the outstanding balance until paid in full; provided, however, that such late charges shall not exceed the amount of five percent (5%) of the sum due for the respective order.

3. Title and Risk of Loss. Title to products shall pass only upon payment of the full purchase price. ­Notwithstanding the foregoing, all risk of loss shall be borne by Buyer from the time of delivery of the products by Seller to a public carrier or other manner of transportation. The Buyer undertakes to take out and maintain appropriate insurance for each event of damage to products that were delivered under reservation of title. The Buyer must provide written proof of the insurance coverage upon request. Should the Buyer be unable to prove the insurance cover within two weeks after delivery of the goods, the Seller shall be entitled to take out such insurance coverage at the Buyer’s expense. Until passing of title, the Buyer shall mark the goods in a well visible manner as property of the Seller.

4. Tooling. Charges for tools, dies and other equipment cover only a portion of their cost and ownership and sole right to possession and use thereof shall not pass to Buyer but shall remain in Seller.

5. Cancellation. Seller at its option and in addition to its other remedies may without liability cancel this order or refuse shipment, if (a) Buyer is in default in any payments or other performance due Seller under this or any other agreement or (b) causes beyond Seller‘s control make it impossible to warrant its timely performance. Buyer may cancel the remaining unfilled portion of its order only upon written consent of Seller and payment of the full price for that portion of the order that Seller has substantially completed at time of cancellation plus reasonable cancellation charges which shall include the full profit plus all costs incurred in connection with the canceled portion of the order such as overhead and administrative costs, commitments made by Seller as a consequence of Buyer‘s order and the cost of all work-in-progress. Cancellation charges shall not exceed the purchase price of the canceled portion of the order.

6. Price. Seller reserves the right to correct quantities or prices due to typographical, clerical, or ­mathematical errors. The price stated in Seller‘s quotation or acknowledgment is based upon ­Seller’s current costs. If costs increase or decrease during the life of this order due to cost ­reductions or cost increases, e.g. as a result of collective agreements or changes in the price of raw materials, Buyer will be notified of any reasonable adjustment of the price; provided, however, that no price ­adjustment will be made without Buyer‘s agreement on orders for delivery within 6 weeks of the date of the conclusion of the contract. Buyer shall reimburse Seller for any excise, sales, use or other taxes incident to this transaction for which Seller may be liable or which Seller is required by law to collect.

7. Delivery. Delivery dates are estimates only.
The parties are aware of the ongoing COVID-19 situation and its potential impacts on the ­ability of Seller and its suppliers and subcontractors to perform their obligations. The ­parties acknowledge that the stated delivery commitments are ­indicative only, subject to delays and/or cancellations arising out of the impacts of COVID-19. To the fullest extent permitted by law, the parties acknowledge that Seller shall not be liable for any delay or failure of performance, or for any losses or damage to the Customer, arising out of the impacts of COVID-19 which are beyond Seller‘s reasonable control. The parties also acknowledge the provisions relating to delivery, liability and force majeure in Seller’s Terms and Conditions of Sale.

8. Assurance of Performance. If Buyer is delinquent in payment at any time, or if in Seller‘s ­judgment, Buyer‘s credit becomes impaired or unsatisfactory, Seller may, in addition to its other remedies, ­cancel Buyer‘s credit, stop further performance, and demand cash, security or other ­adequate assurance of ­payment satisfactory to it.

9. Limited Warranty. Seller warrants for a period of one year following original shipment by Seller that its products are free from defects in material or workmanship furnished by Seller. Buyer‘s rights arising from defects are subject to the Buyer having observed its statutory duties of inspection and notification. In cases of material or legal defects Seller shall be entitled to remedy the defect or to make replacement ­delivery (subsequent performance). In doing so Seller shall have the right to choose the type of subsequent performance. Seller`s liability for any defect shall only apply in case the defect is not insignificant. If one or both of the above types of subsequent performance should be impossible or disproportionate Seller shall have the right to refuse these. Seller shall bear the costs incurred in connection with the subsequent performance, in particular the transport costs, travel expenses, work and material costs; however, Seller shall not bear the costs incurred by moving the goods to a location other than the place of performance. If the types of subsequent performance set out in above repeatedly failed or should they be unreasonable for the Buyer or if Seller refuses both types of subsequent performance, the Buyer shall have a right to choose to either reduce the purchase price (reduction) or to rescind the contract in accordance with the statutory provisions (rescission). Claims for compensation of damages are restricted in accordance with paragraph 10 of these Terms and Conditions. Further claims by the Buyer, irrespective of their legal basis, are excluded.

10. Limitation of Liability. In the event of a pre-contractual, contractual or non-contractual breach of duty (also in the case of defective delivery) Seller shall be liable without restriction – subject to the further contractual or statutory liability requirements – for intent and gross negligence (also of Seller’s statutory representatives and vicarious agents) and for damage to life, body or health which is the result of a negligent breach of duty by Seller or an intentional or negligent breach of duty by Seller’s statutory representatives or vicarious agents. Where Seller has provided a guarantee for quality or durability Seller shall also be liable in the framework of this guarantee. For damage not directly caused to the goods, however, Seller shall only be liable under the guarantee if the risk of such damage is clearly covered by the guarantee. There shall also not be any limitation of liability for liability according to the Product Liability Act (Produkthaftungsgesetz). In the case of a slightly negligent breach of essential contractual duties (cardinal duties) Seller’s liability is also restricted to foreseeable typical damages. Where the duties breached are not essential contractual duties (cardinal duties) Seller’s liability for slight negligence shall be excluded. Cardinal duties are essential contractual duties, i.e. duties which give the agreement its form and on which the contractual partner is entitled to rely. These are therefore essential rights and duties which create the basis for performance of the contract and are indispensable to achieving the purpose of the contract and on the compliance with which the Buyer may regularly rely. An exclusion or restriction of Seller’s liability also applies to Seller`s statutory representatives and vicarious agents.

11. Production Performance Estimates. Any production or performance standards furnished by Buyer may depend on several variable factors, and as such no results or estimates are warranted for.

12. Compliance with Laws and Warnings. In those instances in which Seller provides health or safety information, warning statements, and/or instructions in connection with the installation, use or maintenance, including preventive maintenance, of its products (and Seller assumes no obligation to do so), Buyer agrees to comply with all such information, warnings and instructions. Buyer further agrees to communicate all such information, warnings and instructions to its employees, agents and subcontractors, and to subsequent buyers and users of those products. Buyer will comply with all applicable laws. Buyer will indemnify and hold Seller harmless for Buyer’s breach of these terms and conditions.

13. Confidentiality. All technical and commercial information and ideas which Seller has ­supplied or shall supply Buyer, but excluding information in the public domain or properly in Buyer‘s ­possession in tangible form before receiving such information from Seller, („confidential information“) is proprietary to Seller and is disclosed to Buyer in confidence for the limited purpose of assisting Buyer in the evaluation or use of Seller‘s products. Buyer shall not without Seller‘s prior written consent, disclose or make available such confidential information to any other person or use such confidential information except for such limited purpose. All confidential information shall be returned to Seller on demand, and, in any event, when no longer needed by Buyer in ­connection with Seller‘s products. In addition to Seller‘s other remedies, Buyer agrees that any benefit or property derived by Buyer from any unauthorized use of confidential information shall be the sole and exclusive property of Seller.

14. Intellectual Property. Buyer will protect and indemnify Seller against all claims that he is at fault for arising out of patents, designs, trade secrets, copyrights, or trade names with respect to products manufactured wholly or partially to Buyer‘s designs or specifications, including any costs, expenses, loss, attorneys‘ fees, settlement payments, or damages.

15. Government Contracts. If the items purchased hereunder are to be used in fulfilling a ­contract with any national government, Seller will comply with all mandatory provisions required by such government applicable to Seller, provided that Buyer gives Seller written notice of such provisions in sufficient time to permit compliance.

16. Amendments and Survival. No addition to, modification or revision of the terms and ­conditions contained herein shall be valid unless in writing, and signed by duly authorized ­representative of Seller. Sections 3, 4, 6, 8, 9, 10, 11, 12, 13, 15, 16, 17, 18, 19 and 20 shall survive the expiration or termination of these terms and conditions.

17. Governing Law, Severability and Place of Jurisdiction. This agreement is subject to the laws of Germany. If any term or condition hereof is found to be illegal or unenforceable, the ­balance hereof shall remain in full force and effect. Both Seller and Buyer acknowledge and agree that the UN Convention on Contracts for the International Sale of Goods shall not apply to this order. If the Buyer is a merchant within the meaning of the German Commercial Code (Handelsgesetzbuch, HGB), a legal person under public law or a fund under public law, exclusive – and also international – place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Kassel, Germany. The Seller shall nevertheless have the right to file an action at the place of performance of the delivery.

18. Code of Conduct. Seller is committed to conducting its business ethically and lawfully. To that end the Seller, through its ultimate parent company, Smiths Group plc, maintains a Code of Corporate Responsibility and Business Ethics and mechanisms for reporting unethical or unlawful conduct. The Seller expects that the Buyer will also conduct its business ethically and lawfully. If the Buyer has cause to believe that the Seller or any employee or agent of the Seller has ­behaved unethically or unlawfully under, or in connection with, these terms and conditions, Buyer is ­encouraged to report such behavior to the Seller or to Smiths Group plc. Smiths Group plc’s Code of Corporate Responsibility and Business Ethics and mechanisms for making such reports are available on www.smiths-group.com.

19. Export Regulations and Destination Control Statement. If the commodities, technologies or software sold hereunder are exported from the country where Seller resides, they may only be done so in accordance with the laws and regulations of such jurisdiction, and any diversion contrary to such laws is prohibited. Buyer will not export any technical data, or commodities that are controlled by government regulations in violation thereof, and agrees to defend, indemnify and hold harmless Seller from and against any claim, loss, liability, expense or damage (including liens or legal fees) incurred by Seller with respect to any of Buyer’s export or re-export activities contrary to applicable export and import controls.

20. Intellectual Property. Notwithstanding delivery of and the passing of title in any product, nothing in these terms and conditions shall have the effect of granting or transferring to, or vesting in, Buyer any intellectual property rights in or to any products.

21. General. Buyer may not assign or transfer all or part of its rights or obligations under this order without the prior written consent of Seller. These terms and conditions constitute the entire agreement and understanding between Buyer and Seller in connection with the subject matter of this order, and supersede all prior oral or written communications, representations or agreements in relations thereto.

22. Language. These Terms and Conditions may be set out in the German language and a language other than German. If there is inconsistency between the German language version and any other language version of these Terms and Conditions or there is a conflict in the interpretation of these Terms and Conditions, the German language version shall prevail.

Version Approved March 2020

 

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