General Terms and Conditions of Purchase

(1) These General Terms and Conditions of Purchase (GT) shall apply to all business relationships with our suppliers as well as providers of works and services and other business partners ("Suppliers").  

(2) The GT apply if the supplier is an entrepreneur (§ 14 German Civil Code), a legal entity under public law or a special fund under public law.

(3) These GT shall apply exclusively. We do not recognize any deviating, conflicting or supplementary general terms and conditions of the supplier unless we have expressly agreed to their validity. This requirement of consent shall apply in any case, for example even if we accept the supplier's deliveries without reservation in the knowledge of the supplier's general terms and conditions.

(1) Our order shall be deemed binding at the earliest upon written submission or confirmation. In response to obvious errors , the supplier shall inform us of any errors (e.g. typing and calculation errors) and incompletenesses for the purpose of correction or correction. completion before acceptance; otherwise the contract shall be deemed not to have been concluded.

(2) The supplier is required to confirm our order in writing within a reasonable period of time or to execute it without reservation (acceptance).

(3) A delayed acceptance shall be deemed a new offer and shall require acceptance by us.

(1) The delivery or delivery date specified by us in an order shall be the Time of performance is binding.  

(2) The supplier shall be obliged to notify us in writing without delay if he fails to meet any agreed delivery or service deadlines. performance times - for whatever reason - is unlikely to be able to meet them. Our rights due to default shall remain unaffected by this duty to inform.

(3) If the Supplier is in default, it shall pay 0.1% for each working day of the delay, but no more than 5% of the net order amount, as a contractual penalty. The assertion of statutory claims due to default shall remain unaffected.

(1) Without our prior written consent, the Supplier shall not be entitled to have the performance owed by it performed by third parties (e.g., by a third party). B.to have subcontractors rendered. The supplier shall bear the procurement risk for its services unless otherwise agreed in individual cases.

(2) The assignment of rights arising from the delivery relationship by the supplier shall require our prior written consent.

(3) Unless otherwise agreed, deliveries shall be made "free domicile" within Germany to the place specified in the order. The respective place of destination is also the place of performance for a delivery and any subsequent performance (obligation to deliver).

(4) A delivery bill stating the date (issue and dispatch), content of the delivery (item number and quantity) and our contact person shall be enclosed with a delivery. If the delivery bill is missing or incomplete, we shall not be responsible for any resulting delays in processing and payment. Separately from the delivery bill, a corresponding dispatch note with the same content must be sent to us.

(5) The risk of accidental loss and accidental deterioration of a delivery shall pass to us upon handover at the place of performance.  

(6) Insofar as acceptance has been agreed, this shall be decisive for the transfer of risk. In all other respects, the statutory provisions of the law on contracts for work and services shall also apply in the event of acceptance. in corresponding application. The transfer or Acceptance is the same if we are in default of acceptance.  

Acceptance shall not take place until the supplier has remedied any defects found. The defect must be remedied without delay, at the latest within a reasonable period of time set by us. Payments by us do not mean that the delivery item has been accepted.

(7) The statutory provisions shall apply to the occurrence of our default in acceptance. However, the supplier must also expressly offer its performance to us if an action or cooperation on our part (e. g.e.g. provision of material) a specific or determinable calendar time has been agreed. If we are in default of acceptance, the supplier may demand compensation for its additional expenses in accordance with the statutory provisions. If the contract relates to a non-representable item to be manufactured by the supplier (individual production), the supplier shall only be entitled to further rights if we are obliged to cooperate and are responsible for the failure to cooperate.

(8) The transfer of ownership of goods to us shall be unconditional and without regard to the payment of the price.  

(9) If, however, we accept in an individual case an offer of the supplier for transfer of title conditional on the payment of the purchase price, the supplier's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. We shall remain authorized to resell the goods in the ordinary course of business even before payment of the purchase price, assigning the resulting claim in advance (alternatively, the simple reservation of title extended to the resale shall apply). This excludes all other forms of retention of title, in particular the extended retention of title, the passed-on retention of title and the retention of title extended to further processing.

(1) Prices/remuneration stated in the order are binding. All prices are exclusive of statutory value added tax; applicable value added tax shall be shown separately.

(2) Unless otherwise agreed in the individual case, the price shall include all services and ancillary services of the supplier (e.g., delivery of goods and services). B. assembly, installation) as well as all ancillary costs (e. g. B. proper packaging, transport costs including any transport and liability insurance, customs duties, travel expenses).

(3) Unless otherwise agreed, the agreed remuneration shall be paid within 30 calendar days from the date of complete delivery and performance (including, if applicable, any additional payment).agreed acceptance) and receipt of a proper invoice for payment.If we make payment within 14 calendar days of complete delivery and service (including any agreed acceptance) and receipt of a proper invoice, the supplier shall grant us a 3% discount on the net amount of the invoice. In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before the expiry of the payment deadline; we shall not be responsible for any delays caused by the banks involved in the payment process.

(4) The Supplier shall detail the supplies/services and include the following information on its invoice, otherwise it will be rejected:

• full name and address of the supplier and recipient of services
• Tax or VAT identification number of the supplier
• our contact person/orderer
• Invoice number
• Exhibition or Invoice date
• Time of delivery or service resp. Performance period
• Description of the delivery or service meeting tax requirements, if applicable.Mengenangabe
• Net amount
• Tax rate, tax amount
• facility, detailing supplies/services and, if applicable. Occupied.

(4) Payments shall be made to an account designated by the Supplier. The supplier is obliged to ensure the proper taxation of the income from these deliveries/services.

(5) We do not owe any maturity interest. The statutory provisions shall apply to default in payment.

(6) We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent provided by law. In particular, we shall be entitled to withhold payments due as long as we are still entitled to claims against the supplier arising from incomplete or defective performance.

(7) The Supplier shall have a right of set-off or retention only in respect of counterclaims which have become res judicata or are undisputed.

(1) The statutory provisions shall apply to our rights in the event of material defects and defects of title in the delivery or service and/or in the event of other breaches of duty by the supplier, unless otherwise stipulated below.

In particular, we shall be entitled to demand that the supplier, at our discretion, either remedy the defect or deliver a new object of performance. We expressly reserve the right to claim damages, including damages in lieu of performance, for any degree of fault in the full amount in accordance with the statutory provisions.  

The Supplier shall provide services using scientific and industry-standard care to the best of its ability based on the latest state of science and technology and shall assume warranty within the scope of the statutory provisions.

(3) In accordance with the statutory provisions, the supplier of goods shall be liable in particular for ensuring that the goods have the agreed quality at the time of transfer of risk to us. In any case, those product descriptions which - in particular by designation or reference in our order - are the subject matter of the respective contract shall be deemed to be an agreement on the quality. This is independent of whether the product description comes from us, the supplier or the manufacturer.

(4) Deviating from § 442 para. 1 S. 2 BGB (German Civil Code), we shall also be entitled to unlimited claims for defects if the defect remained unknown to us at the time of conclusion of the contract due to gross negligence.

(5) The statutory provisions (§§ 377, 381 HGB) apply to the commercial obligation to inspect and give notice of defects for delivered goods with the following proviso: Our obligation to inspect is limited to defects that become apparent during our incoming goods inspection with an external assessment including the delivery documents (e.g.e. g. transport damage, wrong and short delivery) or are recognizable during our quality control in the random sampling procedure. Insofar as acceptance has been agreed, there shall be no obligation to inspect. In other respects, it depends on the extent to which an investigation is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later remains unaffected. Notwithstanding our duty to inspect, our complaint (notice of defect) shall be deemed to have been made without undue delay and in good time if it is made within 6 working days of discovery or, as the case may be, notification of the defect., in case of obvious defects, is sent from delivery.

(6) If the Supplier fails to meet its obligation to remedy the defect - at our option by remedying the defect (rectification) or by delivering an item free of defects (replacement) - within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the Supplier of the expenses or costs incurred for this purpose. request a corresponding advance payment. If subsequent performance by the supplier has failed or is unreasonable for us (e. g.B. due to particular urgency or imminent occurrence of disproportionate damage), it is not necessary to set a deadline; we shall inform the supplier of such circumstances without undue delay, if possible in advance.

The supplier shall be liable to us for any damage caused by him or his vicarious agents to the full amount and for any degree of fault in accordance with the statutory provisions.

With regard to liability for personal injury, property damage and financial loss resulting from the execution of the order, the Supplier shall ensure that it has sufficient insurance coverage in terms of reason and amount and shall provide evidence thereof upon request. Agreed minimum amounts of cover do not limit the liability of the supplier.

(1) The Supplier shall ensure that its deliveries/services are free from third party property rights which preclude or impair their use or which are not in conflict with the rights of third parties. that it has the authority to further transfer the corresponding rights of use.

(2) All rights of use under copyright law, industrial property rights and legal positions similar to industrial property rights in respect of services rendered and other work results created within the scope of the delivery relationship shall be transferred to us without any further condition or additional payment. We are entitled to them without restriction in terms of space, time and content and they may be extended, transferred, revised, adapted, changed, reproduced or published without the supplier's consent.

(3) The Supplier shall not be prevented from using know-how acquired in the course of the execution of the contract for its own purposes, provided that this does not encroach upon industrial property rights and the aforementioned rights of use or affect our legitimate interests. However, when performing services for third parties, the Contractor may not use the work results created exclusively for us in fulfillment of this contract, and in particular may not copy them in whole or in part.

The supplier shall ensure that all persons entrusted with the performance of this contract comply with the statutory provisions on data protection. The obligation of these persons to maintain data secrecy, as required by data protection law, must be made prior to the first commencement of their activities and proof must be provided upon request.

If personal data is to be processed, Fortlane Partners must be informed of this so that a corresponding order data processing agreement can be concluded.

We reserve the property rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents as well as samples and other documentation, also in electronic form. Such documents shall be used exclusively for the contractual performance and shall be returned to us after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The obligation to maintain secrecy shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known.

(1) The Supplier warrants in general and for the duration of this Agreement compliance with all applicable domestic and foreign laws, regulations and legal provisions, in particular, but not exclusively, the rules of antitrust law, trade control, sanctions and labor protection regulations as well as all social, environmental and corporate governance standards set forth in the Fortlane Partners Supplier Code of Conduct (Annex 1).  

(2) Fortlane Partners or a third party commissioned by Fortlane Partners shall be entitled to conduct an audit of the Supplier's or to require the Supplier to answer questions in a self-assessment form sent by Fortlane Partners,  

• if Fortlane Partners has information that the Supplier is violating or may have violated obligations arising from the contractual relationship,
• when internal reviews indicate potential violations of law,
• to verify compliance with regulations on data protection and/or IT security and/or compliance with the Supplier Code of Conduct.

(3) Supplier agrees to cooperate in connection with any such audit/self-assessment questionnaire and shall provide reasonably requested documentation in connection therewith and provide access to its premises during normal business hours or upon notice.

(1) The mutual claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise stipulated in these GPC.

(2) Deviating from § 438 para. 1 No. 3 BGB (German Civil Code), the general limitation period for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed, the limitation period shall commence upon acceptance.  

The 3-year limitation period shall apply mutatis mutandis to claims arising from defects in title, whereby the statutory limitation period for claims in rem for surrender by third parties (Sec. 438 para. 1 No. 1 BGB) (German Civil Code) remains unaffected; claims arising from defects of title shall furthermore not become statute-barred in any case as long as the third party can still assert the right against us - in particular in the absence of a statute of limitations.

(3) The limitation periods of the law on sales including the above extension shall apply - to the extent provided by law - to all contractual claims for defects. Insofar as we are also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period shall apply, unless the application of the limitation periods of the law on sales leads to a longer limitation period in individual cases.

(1) Termination of a contract or parts thereof by us is possible at any time, subject to any agreement to the contrary.  

(2) If the supplier is responsible for the reasons for termination, the self-contained and proven services provided in accordance with the contract up to that point shall be remunerated, insofar as these are usable for us. Our claims for damages shall remain unaffected.

(3) If the supplier violates the obligations under Section 12, Fortlane Partners is entitled to terminate this contract without notice at any time without further obligations or liability towards the supplier.

(4) If the Supplier is not responsible for the reasons for termination, we shall reimburse any expenses demonstrably incurred and directly resulting from the order. The supplier shall not be entitled to any further claims for performance or damages.

(5) Section 9 shall apply to work results/deliveries created up to the termination.

(1) These GPC and the contractual relationship between us and the Supplier shall be governed by the laws of the Federal Republic of Germany to the exclusion of international private law or international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.

(2) If the supplier is a merchant within the meaning of the German Commercial Code, a legal entity under public law or a special fund under public law, the exclusive - also international - place of jurisdiction for all disputes arising from the contractual relationship shall be Munich.The same applies if the buyer is an entrepreneur within the meaning of § 14 BGB (German Civil Code). However, in all cases we shall also be entitled to bring an action at the place of performance of the delivery obligation in accordance with these GPC and/or an overriding individual agreement or at the general place of jurisdiction of the supplier. Overriding statutory provisions, in particular on exclusive responsibilities, shall remain unaffected.