General terms and conditions of purchase
1. Scope of application
a) For all present and future deliveries and services, regardless of whether the seller manufactures the goods itself or purchases them from external suppliers (§§ 433, 650 Civil Code) to HygroMatik GmbH (“HygroMatik”), these General Terms and Conditions of Purchase shall apply exclusively to the exclusion of the general terms and conditions or comparable provisions of the business partner and seller (“supplier”) and subject to deviating written agreements. This consent requirement applies in any case, for example even if the contractor refers to its GTC within the scope of order confirmation and HygroMatik does not expressly object to this. These terms and conditions shall apply also if HygroMatik accepts delivery without reservation knowing that the supplier's terms and conditions conflict with or deviate from these terms and conditions. Neither silence, order, nor the acceptance of the delivery or service and its payment by HygroMatik shall be deemed to be approval of deviating agreements. Unless otherwise agreed, the General Terms and Conditions of Purchase (“GTCP”) in the version valid at the time of HygroMatik's order, or in any case in the version last communicated to the contractor in textual form, shall also apply as a framework agreement for similar future contracts, without HygroMatik having to refer to them again in each individual case.
b) The General Terms and Conditions of Purchase shall apply only if the supplier is an entrepreneur (§ 14 Civil Code), a corporate body under public law or a public separate estate.
c) They will be deemed to be accepted when the supplier submits an offer. The acceptance of an order by the contractor also includes the acceptance of these terms and conditions, which are an integral part of the contract.
e) Individual agreements made with the supplier in individual cases (including subsidiary agreements, supplements and amendments) shall in any case take precedence over these terms and conditions. A written contract or written confirmation by HygroMatik shall prevail for the content of such agreements. This also applies to the agreement of a deviation from the written form requirement. Legally relevant declarations and notifications to be made after contract conclusion (e.g. deadlines, reminders, cancellation notices) require the written form to be effective.
f) Written form within the meaning of these General Terms and Conditions of Purchase includes written and text form (e.g. letter, e-mail, fax).
g) References to the applicability of legal regulations are for clarification purposes only. Even without such clarification, legal regulations shall therefore apply unless they are directly amended or expressly precluded in these General Terms and Conditions of Purchase.
2) Purchase Order, quotation, contracts
a) The order or acceptance of offers by HygroMatik shall be deemed to be binding at the earliest upon written submission or written confirmation. Only written orders are valid. Verbal and telephone orders as well as any changes to orders must be confirmed in writing to be binding.
b) The supplier must notify HygroMatik of obvious errors (e.g. typing and calculation errors) and incompleteness of the order, including the order documents, for the purpose of correction or completion before acceptance; the contract shall otherwise be deemed to not have been concluded.
c) The supplier is obligated to reply to a HygroMatik order in writing within three (3) working days. Should HygroMatik not receive written confirmation within a period of three working days, HygroMatik shall no longer be bound by its order. Delayed confirmation will be considered to be a new offer and requires the acceptance of HygroMatik.
d) Offers are made by the supplier free of charge and without obligation for HygroMatik. HygroMatik shall reimburse expenses for offers from the supplier only if these have been approved in advance by HygroMatik. The supplier's offers must correspond to HygroMatik's enquiries. If deviations between offer and enquiry are apparent, the supplier must expressly point this out to HygroMatik.
e) In the event of a discrepancy between the content of HygroMatik's order and the supplier's order confirmation, HygroMatik's silence shall not be deemed to be an acceptance. The supplier's order confirmation shall be deemed a new offer. A written declaration of the acceptance of the new offer by HygroMatik is required for effective contract conclusion.
f) With contracts for the continuous supply of products, HygroMatik shall be entitled to withdraw from the contract by notifying the supplier in writing at least thirty (30) days before the effective date of withdrawal, without prejudice to the supplier's right to payment of the fees for services already rendered up to that date.
3. Prices
a) The price stated in the order from HygroMatik is binding. All prices include the statutory value added tax applicable on the day of delivery unless shown separately. The agreed price is a fixed price. It shall include everything that the contractor has to do to fulfil its obligation to perform in accordance with the agreements. Prices include packaging and are CPT the place of delivery for domestic deliveries and DDP to place of delivery for all other deliveries. The Incoterms 2020 apply. If remuneration is owed according to expenditures, the agreed amount shall be understood as the upper remuneration limit. The supplier shall specify cost types and cost rates in its offer.
b) Prices and remuneration cover all deliveries and services which are required for complete fulfilment of the contract. In particular, installation and documentation costs, costs for initial instruction, expenses, licence fees, packaging, transport, insurance and unloading costs are covered as well. Agreed prices are always fixed prices including all ancillary costs. Delivery shall be made carriage paid and including packaging to the receiving office specified by HygroMatik.
4. Performance, delivery obligations, default in delivery, default in acceptance
a) The supplier is not authorised to have services it owes performed by third parties (e.g. subcontractors) without prior written consent. The supplier shall bear the procurement risk for its services unless otherwise agreed upon in individual cases (e.g. limitation to stock).
b) Unless otherwise agreed upon, delivery shall always be at the supplier's risk. The risk is transferred to HygroMatik only upon delivery to the place of destination. Delivery within Germany shall be “free domicile” to the location specified in the order. If the place of destination is not specified and nothing else has been agreed, delivery shall be made to the registered office of HygroMatik at Lise-Meitner-Strasse 3, 24558 Henstedt-Ulzburg, Germany. The respective place of destination is also the place of fulfilment for delivery and any supplementary performance (debt to be discharged at creditor's domicile).
c) Agreed delivery periods and delivery dates are binding.
d) A delivery note with the specification of order number and HygroMatik item number must be enclosed with each delivery. If the delivery note is missing or incomplete, HygroMatik shall not be responsible for any resulting delays in processing and payment.
e) HygroMatik reserves the right to approve excess or short deliveries.
f) HygroMatik reserves the right to approve deliveries without prior order confirmation as implied action.
g) HygroMatik reserves the right to return goods delivered more than seven (7) days early to the supplier, to set the invoice payment date and/or charge costs associated with the return, storage, safekeeping and/or preservation of the products.
h) Should circumstances arise or threaten to arise that prevent compliance with the agreed delivery time, the supplier shall notify HygroMatik immediately in writing of the reasons and the expected duration of the delay.
i) If the supplier is in default after the fruitless expiry of a reasonable deadline, HygroMatik may – in addition to further statutory claims – claim lump-sum compensation for the damage caused by default in the amount of 1 % of the net price per completed calendar week, but in all no more than 5 % of the net price of the goods delivered late. HygroMatik reserves the right to prove that greater damages have been incurred. The supplier reserves the right to prove that no damage at all or only significantly less damage has been incurred.
j) The risk of accidental loss and accidental deterioration of the item shall pass to HygroMatik upon delivery to the place of fulfilment. If acceptance has been agreed, this shall prevail for the transfer of risk. The legal regulations of the work and services contract law shall also apply accordingly in the event of acceptance. If HygroMatik is in default of acceptance, this shall be deemed equivalent to delivery or acceptance.
k) The legal regulations shall apply to the occurrence of default of acceptance on the part of HygroMatik. However, the supplier must also expressly offer its service to HygroMatik if a specific or determinable calendar time has been agreed for an action or co-operation of HygroMatik (e.g. provision of material). If HygroMatik is in default of acceptance, the supplier is entitled to demand compensation for its additional expenses in accordance with legal regulations (§ 304 Civil Code). If the contract relates to an untenable item to be manufactured by the supplier (customised production), the supplier shall be entitled to further rights only if HygroMatik is obligated to cooperate and is responsible for the failure to cooperate.
5. Quality inspections, packaging, transport, proof of origin
a) The supplier shall carry out an outgoing goods inspection with regard to defects in the goods and conformity of the delivery with the order. Insofar as no special test and quality characteristics have been agreed upon, the agreed properties and the relevant technical standards and legal requirements shall apply.
b) All goods must be properly packaged, labelled and shipped with due commercial care in a manner that ensures lowest possible transport costs. Unless otherwise agreed upon, goods to be delivered shall be packed in accordance with the respective current packaging specifications. The supplier shall be liable for damage resulting from defective packaging.
c) Deliveries on pallets shall be made only using Euro or untreated wooden pallets. Euro pallets will be exchanged on delivery.
d) Outer packaging / sales packaging must be reusable or recyclable.
e) The supplier shall promptly provide in full all documents and other information required under customs or other applicable statutory regulations, including, without limitation, (i) customs drawback documents and (ii) any proof of origin and (iii) any other information relating to the commercial or preferential law origin of the goods and materials contained therein.
f) In the event that HygroMatik specifies a carrier or transport means, the supplier shall organise the transport accordingly.
6. Invoicing, payment terms
a) Invoices are to be sent separately from the goods. Invoices can be sent by post or electronically by e-mail as a PDF or XRechnung UBL. When sending invoices electronically, only the recipient address of the HygroMatik invoice mailbox is to be used. Rejected e-mails are deemed to be undelivered invoices.
b) The HygroMatik order number, the order date and the HygroMatik item number must be stated on the invoice.
c) If several orders are combined in one shipment, the invoice must still be issued on an order-related basis and not as a collective invoice.
d) Unless otherwise agreed upon, HygroMatik shall make payments either within 14 days with a 3 % discount or net within 30 days of complete delivery and performance (including any agreed acceptance) and receipt of invoice. If HygroMatik receives the goods after the invoice, the discount period shall start only after the receipt of defect-free goods.
e) HygroMatik does not owe any interest on arrears in accordance with § 353 German Commercial Code. Legal regulations shall apply to default in payment.
f) Payments will be made cashless. In case of bank transfers, payment shall be deemed to have been made on time if HygroMatik's transfer order is received by HygroMatik's bank before expiry of the payment deadline; HygroMatik shall not be responsible for delays caused by the banks involved in the payment process.
g) The assignment of the payment claim or other claims to third parties requires the prior written consent of HygroMatik. This does not apply to monetary claims.
h) HygroMatik is entitled to rights of retention as well as the defence of non-performance of the contract to the extent permitted by law. In particular, HygroMatik shall be entitled to withhold due payments as long as HygroMatik is still entitled to claims against the supplier arising from incomplete or defective services.
i) The supplier shall only have a right of retention on the basis of legally established or undisputed counterclaims.
7. Liability for defects
a) HygroMatik shall inspect the goods upon receipt in accordance with legal regulations to determine whether they correspond to the ordered type and quantity and whether there is/are externally detectable transport damage or externally detectable defects. HygroMatik is not obligated to carry out any further inspections. In particular, HygroMatik is not obligated to inspect the goods or make special enquiries about any defects upon contract conclusion. Partially deviating from § 442 (1) sentence 2 Civil Code, HygroMatik is therefore entitled to claims for defects without restriction even if HygroMatik remained unaware of the defect at the time of contract conclusion due to gross negligence. Notices of defects shall be deemed to have been submitted in good time if they are sent within ten (10) days of the discovery of a defect. Hidden material defects shall in any case be deemed to have been notified in good time if notifications are sent to the supplier in the same way within ten (10) working days of discovery.
b) The supplier warrants that all the goods, assemblies/installations and instructions it supplies are free from defects and have the agreed properties and are suitable for the respective application.
c) In the case of goods with digital elements or other digital content, the supplier shall be responsible for providing and updating digital content in any case to the extent that this results from a quality agreement in accordance with § 7 b) or other product descriptions of the manufacturer or on its behalf, in particular on the Internet, in advertising or on the goods label.
d) Unless otherwise agreed upon, the supplier shall grant a warranty of 36 months from delivery.
e) Defects in the delivery that are claimed during the warranty period must be rectified by the supplier immediately upon request and at its own expense, at HygroMatik's discretion, with subsequent improvement or replacement of defective parts or the delivery of new goods. Supplementary performance shall also include the removal of defective goods and their reinstallation, provided the goods were installed in another item or attached to another item in accordance with their nature and intended use before the defect became apparent; the statutory claim for reimbursement of corresponding expenditures (removal and installation costs) shall remain unaffected. This may also include transport costs, transport, travel, labour and material costs for the collection of rejected goods, irrespective of the originally agreed delivery terms.
f) HygroMatik is entitled to remedy the defect itself at the supplier's expense if there is imminent danger or particular urgency. Any resulting costs shall be borne by the supplier.
g) After the unsuccessful expiry of a reasonable deadline set by HygroMatik for subsequent improvement or redelivery or rather after two unsuccessful attempts at subsequent improvement, HygroMatik shall also be entitled to the legal rights of withdrawal, reduction and compensation.
h) The supplier shall bear all expenses necessary for the purpose of supplementary performance, in particular transport, travel, labour and material costs, installation and removal costs and costs for determining the cause of the damage.
i) In the event of replacement delivery and removal of defects, the warranty period for replaced and repaired parts shall begin anew.
j) In addition, HygroMatik shall be entitled to the legally standardised claims for damages, reduction and reimbursement of expenses against the supplier in full.
8. Recourse claims
a) HygroMatik is entitled to the legally determined claims for expenses and recourse without restriction within a supply chain (supplier recourse pursuant to §§ 478, 445a, 445 or §§ 445c, 327 (5) , 327u Civil Code) in addition to the claims for defects. In particular, HygroMatik shall be entitled to demand exactly the type of supplementary performance (subsequent improvement or replacement delivery) from the supplier that HygroMatik owes its customer in the individual case; in the case of goods with digital elements or other digital content, this also applies with regard to the provision of necessary updates. HygroMatik's statutory right of choice (§ 439 (1) Civil Code) is not restricted by this.
b) Before HygroMatik recognises or fulfils a claim for defects asserted by its customer (including reimbursement of expenses pursuant to §§ 445a para. 1, 439 (2, 3, 6) sentence 2, 475 (4) Civil Code), HygroMatik shall notify the supplier and request a written statement with a brief description of the facts. If a substantiated statement is not made within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by HygroMatik shall be deemed to be owed to the customer by HygroMatik. In this case, the supplier shall be responsible for providing evidence to the contrary.
c) HygroMatik's claims arising from supplier recourse shall apply also if the defective goods have been combined with another product or processed in any other way by HygroMatik, HygroMatik's customer or a third party, e.g. through installation or attachment.
9. Products liability
a) Insofar as the supplier is responsible for product damage, it shall be obligated to indemnify HygroMatik against claims for damages by third parties upon the first request, insofar as the cause lies within its sphere of control and organisation and it is liable in relation to third parties.
b) Within this context, the supplier is also obligated to reimburse any expenses in accordance with §§ 683, 670 Civil Code arising from or in connection with recall actions carried out by HygroMatik. HygroMatik will inform the supplier of the content and scope of the recall measures to be carried out – as far as possible and reasonable – and give it the opportunity to comment. Other legal claims remain unaffected.
c) The supplier shall insure itself against risks arising from product liability up to an appropriate amount – but at least € 10 million per case of personal injury and property damage – and provide HygroMatik with suitable proof of such insurance at the first request (e.g. by submitting an insurance policy and/or confirmation of insurance).
d) The supplier shall label the delivery items in such a way that they are permanently recognisable as its products, unless otherwise agreed in individual contracts.
e) The supplier shall – with products labelling or other suitable traceability measures – ensure that, in the event of a defect in products, it can immediately determine which other products or batches are or could be affected by the defect.
10. Statute of limitations
a) The reciprocal claims of the contracting parties shall become statute-barred in accordance with legal regulations, unless otherwise stipulated below.
b) Deviating from § 438 (1) no. 3 Civil Code, the general statute of limitations for claims for defects is 3 years from the transfer of risk. Insofar as acceptance has been agreed upon, the statute of limitations shall commence upon acceptance. The 3-year statute of limitations shall apply accordingly also to claims arising from defects of title, whereby the legal statute of limitations for third-party claims for restitution in rem (§ 438 (1) no. 1 Civil Code) shall remain unaffected; claims arising from defects of title shall in no case become statute-barred as long as the third party can still assert the right against HygroMatik – particularly in the absence of a statute of limitations.
c) The statutes of limitations of the sale of goods law, including the above extension, apply – to the extent permitted by law – to all contractual claims for defects. Insofar as HygroMatik is also entitled to non-contractual claims for damages due to a defect, the regular statutory limitation period (§§ 195, 199 Civil Code) shall apply unless the application of the statute of limitations of the sale of goods law leads to a longer statute of limitation in individual cases.
11. Property rights
a) The supplier assures HygroMatik that the goods delivered to HygroMatik are free from the rights and claims of third parties. The supplier assumes full liability towards HygroMatik for ensuring that the delivery of the goods ordered by HygroMatik, their resale or processing by HygroMatik does not infringe any trade mark rights or other rights of third parties.
b) In the event that HygroMatik is sued by a third party for infringement or impairment of such rights, the supplier is obligated to indemnify HygroMatik in full against all such claims and measures by third parties. This also includes the timely defence against impending claims and measures by third parties against HygroMatik.
c) The supplier's liability shall also cover all consequential damages incurred by HygroMatik, including those resulting from delivery bottlenecks and production disruptions.
12. Force majeure
a) Force majeure shall exempt the contractual partners from their performance obligations for the duration of the disruption and to the extent of its effect. “Force majeure” means the occurrence of an event or circumstance that prevents a contractual partner from fulfilling one or more of its contractual obligations under the contract if and to the extent that the contractual partner affected by the impediment proves that: (a) this obstacle is beyond its reasonable control; and (b) it was not already known and not reasonably foreseeable at the time of contract conclusion; and (c) the effects of the impediment could not reasonably have been avoided or overcome by the affected contractual partner. The existence of force majeure shall be presumed in particular in the event of (i) war, extensive military mobilisation; (ii) civil war, rebellion and revolution, military or other seizure of power, insurrection, acts of terrorism, sabotage or piracy; (iii) currency and trade restrictions, embargo, sanctions; (iv) lawful or unlawful official acts, expropriation, confiscation of works; (v) pandemic, epidemic, natural disaster or extreme natural event; (vi) explosion, fire, destruction of equipment, prolonged breakdown of means of transport, telecommunications, information systems or energy; (vii) general labour unrest such as boycott, strike and lockout, occupation of factories and buildings.
b) The contractual partners are obligated to provide the necessary information without delay and to adapt their obligations to the changed circumstances as far as can be reasonably expected.
c) The affected party is obligated to take all reasonable measures to limit the effect of the asserted event on fulfilment of the contract.
d) HygroMatik shall be exempt from the obligation to accept the ordered delivery/service in whole or in part and shall be entitled to withdraw from the contract if the delivery and/or service can no longer be utilised by HygroMatik due to the delay caused by force majeure – taking into account economic aspects.
e) If the impediment persist for more than two months, each contracting party shall be entitled to withdraw from the contract without setting a further deadline.
13. Confidentiality, technical changes and product discontinuation
a) The contractual partners are obligated to treat all non-public commercial and technical details that become known to them through the business relationship as business secrets. HygroMatik reserves ownership and copyrights to drawings, models, product descriptions, calculations, templates, samples and similar items. They may not be turned over or otherwise made accessible to unauthorised third parties. This applies regardless of whether such information or items are expressly designated or labelled by HygroMatik as “secret”, “confidential” or otherwise requiring confidentiality. Duplication of such items is permitted only within the scope of operational requirements and copyright regulations. Subcontractors must be obligated accordingly. Documents relating to business secrets and items subject to confidentiality must be returned to HygroMatik upon termination or non-realisation of the business relationship or alternatively be destroyed as per prior agreement.
b) The supplier may advertise the business relationship only with the prior written consent of HygroMatik.
c) The supplier must inform HygroMatik independently and comprehensively about technical changes and scheduled discontinuation at the earliest possible time. Technical modifications must be notified to HygroMatik at the latest before delivery and are permitted only with the authorisation of HygroMatik. Notice of discontinuation must be given at least 12 months prior to expiry. However, discontinuation must not take place before 5 years have elapsed since the product was launched.
14. Retention of title, ownership
a) The transfer of ownership of the goods to HygroMatik must take place unconditionally and without regard to the payment of the price. However, if HygroMatik accepts offers of transfer of ownership from the supplier conditional on payment of the purchase price in individual cases, the supplier's retention of title shall expire upon payment of the purchase price for the delivered goods at the latest. HygroMatik remains authorised to resell the goods in the proper course of business, even before payment of the purchase price, with advance assignment of the resulting claim (in the alternative, simple and extended to resale retention of title shall apply). Any prolonged or extended retention of title by the supplier is precluded.
b) Any processing, mixing or combining (further processing) of provided items and goods by the supplier shall be carried out to the benefit of HygroMatik. The same applies to further processing of the delivered goods by HygroMatik, so that HygroMatik shall be deemed to be the manufacturer and acquires ownership of the product pursuant to legal regulations at the latest with further processing.
c) If HygroMatik has provided either its own goods for delivery or tools for the provision of services, HygroMatik shall continue to retain sole ownership thereof. Provided tools shall be used exclusively for the production of goods intended for HygroMatik. The supplier shall service and maintain these tools at its own expense.
15. Quality, environment, occupational health and safety, sustainability
a) HygroMatik operates a quality, environmental and industrial safety and health protection management system in accordance with ISO standards with the aim of prevention and legal compliance. The supplier must comply with the agreed characteristics, relevant standards and applicable legal regulations at every process level. HygroMatik expects compliance with all relevant national and international standards, laws and legal regulations from the supplier and its supply chain.
b) The supplier shall comply with the recognised rules of engineering, the agreed specifications, quality, environmental, safety and testing regulations and the agreed technical data for its deliveries. Changes to the delivery item as well as changes to materials, tools or processes for production require the prior written consent of HygroMatik. The supplier must check specifications and report any necessary changes immediately.
c) The goods delivered and services rendered by the supplier must comply with the recognised state of the art, the applicable safety regulations and the quality assurance and environmental agreements agreed at the time of delivery to HygroMatik. The supplier must preferably operate a quality, environmental and industrial safety management system (e.g. ISO 9001, ISO 14001, ISO 45001).
d) The supplier shall check the quality of the ordered goods at regular intervals and submit the agreed test certificates; the supplier shall notify HygroMatik immediately and in writing of any quality issues with the goods.
e) Should the supplier deliver products whose product components are included in a list of declarable substances valid at the time of order or which are subject to material restrictions and/or material information obligations due according to law (e.g. REACH, RoHS, California Proposition 65, Stockholm Convention), the supplier must assure HygroMatik that the required limit values and documentation obligations are complied with. The supplier shall expressly point out to HygroMatik, before accepting the order, that the delivery item is subject to the special requirements; and apart from that expressly recognises all manufacturer obligations (in particular mandatory labelling, information obligation, take-back obligation, etc.) arising from the relevant laws and directives vis-à-vis HygroMatik. Corresponding declarations to this regard must be issued to HygroMatik.
f) The supplier expressly assures that the delivered goods meet all legal requirements with regard to placement on the market, return and environmentally sound disposal of electrical and electronic equipment (electrical and electronics equipment law on the basis of WEEE Directive 2012/19/EU) in its currently valid version, insofar as the goods fall within the scope of these laws, regulations and directives.
g) The supplier has implemented appropriate measures to ensure that its deliveries and services meet the requirements arising from Directive (EU) 2017/821 of 17 May 2017 defining supply chain due diligence obligations and the law for implementation of 6 May 2020 and Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (if applicable), in the respective valid version, with regard to the use of so-called conflict minerals (e.g. tantalum, tungsten, tin or gold). Corresponding declarations to this regard must be issued to HygroMatik.
h) As part of the CAREL Industries Group, HygroMatik is committed to the code of conduct and code of ethics of the CAREL Industries Group as well as to the CAREL anti-corruption policy, which can be viewed at https://www.carel.com/legal-notice. As part of its corporate responsibility, the supplier is obligated to act in a legally and ethically correct manner in accordance with these codes of conduct when manufacturing products or providing services. Upon request, the supplier shall declare the CAREL code of conduct for suppliers to be binding. Non-compliance with these obligations by the supplier, as well as supplier's violations of the law, shall constitute a serious breach of contract and shall entitle the purchaser to terminate the contract with immediate effect, without prejudice to the right to compensation for damages resulting from such non-compliance.
16. Export control and foreign trade information
a) The supplier shall meet all requirements of the applicable national and international customs and foreign trade legislation (“foreign trade legislation”).
b) The supplier shall provide HygroMatik immediately and in writing with all information and data that HygroMatik requires to comply with foreign trade legislation for export, import and re-export, in particular all applicable export list numbers including the export control classification number in accordance with the U.S. Commerce Control List (ECCN); the statistical article number according to current commodity classification of foreign trade statistics and the HS (harmonised system) code and country of origin (non-preferential origin) and, insofar as requested by HygroMatik, supplier declarations of preferential origin (for European suppliers) or certificates of preference (for non-European suppliers).
17. Data privacy
a) The supplier consents to HygroMatik storing the supplier data and contracts concluded with the supplier required within the scope of the business relationship with the aid of EDP or have it stored by service providers and use it solely for the purpose of contractual cooperation among the affiliated companies.
b) The HygroMatik data protection declaration can be found on the HygroMatik website at https://www.hygromatik.com/de/impressum.
18. Place of fulfillment, place of jurisdiction, choice of law
a) The place of fulfilment for deliveries/services and thus also the place of fulfilment for supplementary performance shall be the place of delivery specified by HygroMatik.
b) All disputes, including international ones, arising from or in connection with this contract, including those relating to the validity, cancellation or termination of the contract with application of German national law. shall be decided exclusively by the ordinary courts at the registered office of HygroMatik. HygroMatik can also sue the supplier at its general place of jurisdiction.
c) The law of the Federal Republic of Germany shall apply. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and the conflicts of law regulations of international private law are expressly precluded.
19. Severability clause
Should individual provisions of these General Terms and Conditions of Purchase be invalid, this shall not affect the validity of the remaining provisions. The parties are obligated to replace an ineffective condition with an effective one that comes closest to the economic purpose of the ineffective one.
