General Terms & Conditions of Purchase of SET LININGS GmbH

1. Scope of application

1.1 These “General Terms & Conditions of Purchase” and no others apply to orders of deliveries and services. Special terms and conditions stated in the order letter shall take precedence.

1.2 By way of definition: the contractor/supplier is hereinafter referred to as CT; Set Linings GmbH/Orderer is hereinafter referred to as SL.

1.3 CT’s terms and conditions which differ from SL’s terms and conditions shall not have contractual effect even if SL has not expressly rejected them, or if products and services (hereinafter: subject of contract) are accepted or paid for without demur in awareness that CT’s terms and conditions differ. Differing or supplementary terms and conditions shall in every case require SL’s written consent.

1.4 These Terms & Conditions of Purchase shall also apply to all future deliveries and services by CT to SL.

2. Basic contractual principles

2.1 Purchase orders, contracts, requirements and supplementary contractual agreements must be in written form. Oral orders shall only be binding if they are confirmed immediately in writing.

2.2 CT undertakes to accept the order within 3 working days. Orders may be accepted via the forwarding of a letter of confirmation or via delivery or commencement of the work to be performed.

2.3 CT shall be obliged to inform SL in good time, and obtain SL’s consent, before changes are made to materials, supplier components for products or manufacturing processes, before relocation of manufacturing sites or delivery of substitutes, or before any procedural changes to tests or quality assurance measures.

2.4 Offers and cost estimates shall be provided free of charge.

2.5 CT shall be bound to the prices of its offer.

2.6 Deliveries and services shall be in compliance with the requirements of SL as stated in the order, any possible drawings, plans and the like; they shall also correspond to the intended use and state-of-the-art technology. The goods delivered / the service must also be appropriate to the purpose for which goods or services of this kind are commonly intended and/or to the purpose which they are intended to have and which is apparent to CT from the contract. It is imperative that CT shall comply with statutory and official requirements regarding the object of delivery.

2.7 If there are standards or rules which apply to the goods ordered, such as ISO, IEC, EN, DIN and VDE, these must be observed by CT when the goods are manufactured and delivered.

2.8 Before acceptance of the order, CT must examine the documents sent to it, e.g. drawings or a description in text form of the goods, in order to check that there are no detectable errors, obscurities or contradictions. If CT has reservations, or if it finds the documents to be faulty, CT must inform SL without delay in writing.

2.9 CT undertakes to check its products/service as to whether they are prohibited in international trade or subject to restrictions and/or obligatory permits, and to mark them accordingly in its offers, order confirmations and all transport and other accompanying documents. In the event of failure to fulfil this obligation, CT shall be liable for any resulting damage or loss incurred by SL, including demands at later date for payment of entry charges, fines and the like.

2.10 The transfer to third parties of services agreed with SL shall be subject to prior approval by SL.

Contravention thereof shall entitle SL to terminate the contract without notice and to claim for damages on grounds of non-performance of contract.

2.11 Part-deliveries shall not, except when agreed otherwise, constitute performance of contract. Acceptance of a part-delivery by SL, without complaint, shall not constitute permission for part-deliveries.

2.12 It shall not be permissible to deliver short or excess quantities. Excess quantities shall not be paid for.

2.13 Subject to the requirements of section 48 b EStG (German income tax act), CT must, when submitting an offer, supply a valid exemption certificate pursuant to section 48 b EStG. The certificate must be a legible copy or, in case of an order-based certificate, the original. In the event of a possible cancellation of an exemption certificate, CT must inform SL without delay.

2.14 The documents to be delivered must be submitted in German and in English.

3. Prices / Payment

3.1 The price stated in the order shall be binding.

3.2 Statutory VAT is not included in the price and must be shown separately.

3.3 Prepayments and interim and final payments shall involve neither recognition of the contractual correctness of the delivery or service nor acceptance of the goods.

3.4 The invoice shall become due after contractually correct performance of the service by CT (see also Section 5) and delivery of invoice. Payment will be made in accordance with the terms of payment specified in the order.

3.5 Invoices can only be processed by SL if – as expressly required in the order – they state the framework order number and purchase order number shown in the order and precisely designate the article or service. CT shall be responsible for all consequences resulting from failure to fulfil this obligation.

3.6 Notice of price increases must be given at least 12 weeks in advance. Orders and purchase orders under current orders and order supplements must be executed at the old price.

4. Condition of goods

4.1 After conclusion of the contract, changes to the goods, by example construction, composition and design, shall only be permissible with SL’s prior written consent. CT shall take all the precautions necessary for protection of the environment and accident prevention in relation to the goods ordered and shall observe official and statutor requirements.

4.2 Unless otherwise agreed, maintenance schedules, test certificates, operating instructions and other documentation, such as long-term supplier declaration, certificate of origin, technical data sheets, safety data sheets and processing guidelines, are part of the scope of supply, as well as a possibly necessary or existing CE declaration. Such documents shall be covered by the agreed price.

5. Delivery / Terms of delivery

5.1 Agreed dates and deadlines shall have binding effect.

5.2 Adherence to the delivery date shall be determined by the time of arrival of the goods at the agreed place of receipt.

5.3 Except when delivery condition “FCA” per incoterms 2010 has been agreed, CT must ensure the goods are ready for loading and shipping at the time to be agreed with the forwarding company.

5.4 The marking and packing instructions stated in the order must be strictly observed. In the event of non-compliance therewith, CT shall bear the costs for any repacking required or alternatively the costs resulting from such non-compliance.

5.5 The necessary delivery documents must be attached to every delivery (framework order number, purchase order number, list of items, article numbers, customs tariff number, VAT registration number, etc).

5.6 Unless agreed otherwise, packing and marking costs shall be included in the price. If agreed otherwise, the packing and freight costs must be shown separately on the invoice.

5.7 Unless otherwise agreed in writing, the price shall include delivery franco domicile or
construction site (DDP under Incoterms 2010), incl. transport insurance and packing. Packing materials will only be returned by separate agreement.

5.8 CT shall bear the risk of damage or loss up to acceptance of the goods by SL or its authorised agent at the place of delivery agreed under contract.

5.9 In cases where SL bears freight costs, SL shall be exempt from mandatory forwarding insurance (SLVSV Verzichtskunde) for all shipments inside Germany.

5.10 If CT has agreed to do installation or assembly and nothing different has been agreed, it shall, in default of arrangements to other effect, bear all the necessary incidental costs, such as e.g. travel expenses, daily allowances and provision of tools.

5.11 If CT assumes difficulties in manufacturing, procurement of primary materials, adherence to delivery date or similar circumstances which could prevent it from making delivery on schedule or delivering the agreed quality, CT must inform SL’s Purchasing Department in writing without delay.

5.12 CT shall be entitled to deliver only the goods ordered by SL. Substitute products, even if they are technically identical, must be expressly accepted by SL in writing as due and correct performance of contract.

5.13 The place of performance shall be the place where the goods/services are contractually required to be delivered/rendered.

5.14 If agreed dates are not adhered to, the conditions for delay in delivery shall apply.

5.15 Unless agreed otherwise SL shall, if and when agreed delivery or completion times are exceeded (delay in delivery), have the right to demand compensation for delay in the amount of 0.3% of the total order value per calender day, up to a maximum amount of 5% of the total order value; the right shall be reserved to assert further claims in law (e.g. withdrawal from contract and damages instead of performance).

5.16 Payment of the contractual penalty shall be without prejudice to the obligation of performance under contract law or compensation for the damage or loss incurred by SL in relation to the delivery, and to the warranty.

5.17 The acceptance without demur of the delayed delivery or service shall not imply a waiver of claims to compensation due to SL because of the delayed delivery or service; this shall also apply in the case of partial or complete payment of the charge due from SL for the delivery or service in question. Section 341 (3) BGB (German Civil Code) shall not apply. The reserved right to assert said claims, to be stated on acceptance, can also be declared up to the due date of the final invoice.

5.18 The values found by SL for quantities, weights and dimensions in its inspection of inbound goods shall be definitive in default of evidence to the contrary.

5.19 If delivery is not made on schedule, it shall be CT’s responsibility to prove that it is not at fault.

5.20 The amount of damages in lieu of performance shall in every case include the cost of a covering purchase.

5.21 SL’s right to compensation for financial loss shall in any case remain unaffected.

6. Termination

6.1 SL shall be entitled at any time to terminate the agreement, wholly or in part, pursuant to and applying section 649 1st sentence BGB, in the case of a contract for work.

6.2 If notice of termination is given, CT must leave the construction site without delay. It has to hand over to SL and surrender all the working documents necessary for the continuation of the services. If in such case residual payment claims are due to CT and if for this reason CT has asserted a right of retention close to the time of notice of termination, SL may avert a possibly existing right of retention by providing a security of its own choice, the amount of which it may determine pursuant to section 315 BGB. SL’s claims to damages shall remain unaffected.

6.3 The following are examples of reasons for termination for which CT is responsible:

· CT fails to meet its contractual obligations in spite of a written request and the unavailing setting of a deadline of 5 working days by SL.

· CT is in breach of provisions or requirements of public law subject to penalty and payment of a fine in connection with the performance of its deliveries and services.

· CT absolutely refuses to fulfil a, or more than one, contractual obligation.

· CT ceases its payments, or insolvency proceedings or comparable legal proceedings are or have been applied for or opened, or their opening has been refused for lack of assets.

6.4 Notice of termination may also be given if, on account of decisions by a public authority, SL no longer has an interest in the performance of the services required of CT.

7. Anti-competitive agreements

7.1 SL shall be entitled to terminate the agreement without notice or withdraw therefrom if CT has demonstrably been involved in anti-competitive agreements. In the event of termination without notice CT shall be entitled only to that part of the agreed fee which corresponds to the extent of the deliveries and services which have already been performed without fault. The relevant statutory provisions shall be applicable to the case of withdrawal.

8. Codes of practice / Official regulations

8.1 CT shall be obliged to comply with the relevant and accepted codes of practice and the directives issued by the lawmakers, the regulatory authorities, the professional associations and the VDI (association of German engineers) or other state or European authorities with regard to the manufacture and properties of the goods, accident prevention and protection of the environment.

9. Regulations on safety at work and protection of the environment

9.1 CT shall be obliged, in the performance and execution of the contract, to comply with the applicable regulations and recognised codes of practice, in particular regarding health and safety at work and the provisions of construction site, industrial and traffic law (in particular obligations to supervise and protect construction sites and other workplaces against hazards); this shall also apply to the currently applicable rules for environmental protection and waste removal. Deliveries and services must also, at the time of delivery or acceptance, comply with the laws, ordinances and regulations as most recently amended.

9.2 Machines and technical equipment must, in conformity with the GPSG (German equipment and product safety act) and the machinery directive, be delivered with assembly and operating instructions, an EC conformity declaration, a CE marking and, where applicable, a type examination. Priority should be given to delivery of equipment with CE marking. If a control mark has not been issued, CT must provide proof of compliance with the aforesaid provisions.

9.3 In the case of delivery of hazardous materials within the meaning of the hazardous materials ordinance, SL must be provided with product information, in particular updated EC safety data sheets in German and English, well before shipment to stipulated place of delivery. The same shall apply to information on statutorily required marketing restrictions. The provisions of the law on the transport of hazardous goods must be complied with.

9.4 The use of carcinogenic, reprotoxic or mutagenic materials must in general be avoided. When exceptions to this are necessary, CT must inform SL in writing before delivery/use. Any resulting protective measures must be agreed jointly.

10. Waste removal

10.1 Except where regulated otherwise in an individual contract, CT shall be responsible for the waste resulting from the performance and execution of the order, e.g. packing materials, remaining materials, cut-offs, etc. By accepting the order, CT warrants that it will, correctly and without delay, remove the waste generated by it as the waste generator, in accordance with the provisions of statute law, in particular the closed substance cycle waste management act (KrW-/AbfG) and its subordinate regulations, the federal state waste laws and the local government by-laws, the water resources act, the road haulage act, the hazardous goods ordinance for roads and rail, and the hazardous goods ordinance, each as most recently amended.

11. Transfer of risk

11.1 The risk shall only pass to SL after the delivery/services have been handed over to SL or formally accepted by SL.

12. Documentation /Testing documents

12.1 As of acceptance of the order, CT shall undertake to hand over to SL all the safety data sheets, product data sheets and processing guidelines no later than with the order confirmation. In the case of insufficiently marked and described products, CT shall be liable for any damage or loss resulting from wrong handling of the goods except when it does not act in premeditation or negligence. Documents which have been changed, such as product data sheets, safety data sheets and processing guidelines, must be forwarded to SL on CT’s initiative, and SL must be informed of such change.

12.2 CT shall be obliged to submit a declaration for all articles, confirming the preferential status of the goods “Goods with EU preferential originating status” or “Goods without EU preferential originating status”. CT shall be liable for all resulting damage or loss in the case of faulty or incorrect declarations.

12.3 CT shall be obliged to issue and hand over a test report for each delivery (in default of other specification, as per EN 10204 -3.1) and the documents/test documents listed in the order.

12.4 The scope of delivery shall be deemed fulfilled only after receipt of the complete and correct testing documentation and the other documents according to requirement in the order.

13. Reach clause

13.1 SL herewith advises CT of its responsibility for the items to be delivered subject to EC Regulation no. 1907/2006 of the European Parliaments and the Council dated 18 December 2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals (REACH), on the establishment of a European Chemicals Agency, on the amendment to Directive 1999/45/EC and on the repeal of EEC Regulation no. 793/93 of the Council, EC Directive no. 1488/94 of the Commission, EEC Directive 76/769/ of the Council and the Commission’s directives 91/155/EWG, 93/67/EWG, 93/105/EG and 2000/21/EG (“REACH Regulation”). In cases where the items to be delivered are subject to the said Regulation, CT must fulfil its obligations under the Regulation, in particular vis-à-vis SL. This shall apply in particular (but not only) to its obligation to register the items to be delivered and to its obligations to provide information (with particular reference to measures of risk management and safety data sheets). In cases where CT is not permitted to effect the registration of said items itself, which the provisions of the Regulations require for the use of the delivery items by SL, CT alone shall be responsible for the registration. If CT is not domiciled in the European Community it shall be obliged to appoint a sole representative under article 8 (1 and 2) of the REACH Regulation, who shall, as the importer, register the delivery items where necessary. By accepting the order, CT shall expressly confirm that the obligation to register the delivery items is held, where permissible, by CT alone; CT shall take all the necessary steps for the realisation of this agreement. If SL incurs damage or loss because CT has not fulfilled its obligations under this Regulation, CT must compensate SL for such damage or loss and indemnify it accordingly vis-a-vis third parties.

14. Intellectual property rights

14.1 CT shall be liable for ensuring that no claims can be made on SL in the Federal Republic of Germany on grounds of infringement of intellectual property rights or applications for such rights or other rights of third parties due to the contractually correct or ordinary delivery or use of goods.

14.2 In the event of an infringement of industrial property rights by CT and/or SL, CT shall be obliged, for the period of validity of the IP rights, to compensate SL for all the expense and loss incurred thereby, including indirect damage or loss in particular, unless the infringement was due to premeditation or gross negligence on the part of SL (or its legal representatives or agents). CT shall hereby indemnify SL on first request against all claims by third parties on grounds of a possible infringement of industrial property rights.

14.3 This shall also apply to intellectual property rights outside Germany – CT shall be obliged to obtain information on the country of destination of the goods.

14.4 The time-barring period for the above claims shall be 10 years as from commencement of the period of limitation.

15. Claims for defects

15.1 In default of agreement to other effect, CT shall warrant a minimum effective life of the delivered parts/delivered materials for refractory linings of at least 16,000 operating hours as from the start-up of continuous operation, by the operator, of the plant fitted with the parts.

15.2 SL shall be entitled in full to statutory claims for defects. The right is expressly reserved to claim for damages, in particular damages in lieu of contract performance.

15.3 In the case of delivery of defective goods or the faulty performance of a service, CT shall be liable also to compensate SL for any possible installation and dismantling costs and for all the costs incurred in connection with the remedying of the defect.
SL shall be entitled to demand compensation from CT for expense incurred in connection with the remedying of defects. Said expense shall include costs for assembly and disassembly, all the necessary materials, scaffolding costs, waste removal costs, construction site equipment, etc.

15.4 Should CT not commence the remedying of defects immediately after having been requested to do so, SL shall be entitled in urgent cases, in particular to avert acute danger or prevent major damage or loss, to remedy the defects itself, or have them remedied by a third party, at CT’s expense.

15.5 The right to decide on the form of supplementary performance shall in principle be held by SL. CT
shall be entitled, subject to the provisions of section 439 (3) BGB, to reject the form of supplementary performance selected by SL.

15.6 Except where agreed otherwise in the order, the construction works shall be covered by a warranty period of five years. If construction works prove to be contrary to contract or defective and if rectification or reworking is necessary, CT shall be liable for all the costs incurred by SL in connection with the defectiveness.

15.7 The down times of a plant caused by rectification work shall suspend the progress of the warranty period.
The time-barring periods shall also be suspended for the duration of any negotiations on complaints for defects.

15.8 The time-barring period for claims under warranty shall be 36 months as from the transfer of risk. If the delivery item can be seen by CT as intended for installation in a construction work, the time-barring period for claims under warranty shall be 5 years as from transfer of risk.

15.9 If a claim is made on SL on grounds of defects in the goods, for which SL is not responsible, CT shall indemnify SL against all claims by third parties, including the costs of any product recall. This shall not apply if CT proves that it is not responsible for the defect, unless CT is liable under warranty.

15.10 For parts of the delivery rectified or repaired inside the time-barring period for defect claims by SL, the time-barring period shall restart as from the time when CT has met all claims for supplementary performance in full. This shall be conditional on successful acceptance of the works by SL.

15.11 If a quality defect becomes apparent within 6 months after the transfer of risk, it shall be presumed that the defect was already present as of the transfer of risk, unless such presumption is incompatible with the type of quality or defect.

15.12 The settlement of invoices shall not imply a waiver of claims on grounds of quality defects.

16. Construction and assembly works

16.1 The contract for the execution of construction and assembly works is based on: the order with the specification of services; the technical specifications, incl. the pertinent drawings and annexes; the inquiry; the law of contracts for work and services; and the most recently amended versions of the VOB Parts B and C (German construction contract procedures) applicable at the time of contract conclusion, with attachment and introduced DIN standards.

16.2 Compliance with all legally binding technical and official regulations related to the works required is herewith deemed agreed.

16.3 The agreed prices shall be fixed prices and shall cover all the CT’s work necessary for performance of the contract.

16.4 The transfer of the assignment by CT to third parties shall only be permitted after express written consent by SL.

16.5 CT herewith warrants that all the workers deployed for the execution of the order have been registered for social insurance, that they have valid social insurance certificates and identity documents, that the relevant tax and social insurance contributions have been duly deducted and paid, and that foreign workers have the necessary work permits.

16.6 During the performance of work on SL’s factory premises or on a site designated by SL, the staff deployed by CT must take account of the operating conditions of the plant or construction site and follow the instructions of the safety officers. The staff members to be deployed must familiarise themselves with the construction site regulations, customer requirements, and safety rules and guidelines. The costs for the time needed for safety briefing shall be covered by the agreed price.

16.7 The staff must wear work and protective clothing.

16.8 CT shall be obliged , in the performance of work and in the selection of equipment etc, to comply with all the pertinent industrial inspectorate regulations, rules for accident prevention, official requirements and laws, rules for safety at work, laws governing hazardous materials and goods, working hours regulations, etc. Proof thereof must be submitted by CT on its own initiative.

16.9 For the performance of hazardous duties and in areas where work is performed that may be dangerous or damaging to health, CT may only deploy staff eligible for such work. CT must on its own initiative give proof of such eligibility, before commencement of the said work, by submitting records of occupational health screenings. Each worker must have on his person a valid safety pass, social insurance certificate and identity card, which must be submitted unbidden before commencement of work.

16.10 SL shall be entitled to require the replacement of CT staff for compelling reason. This shall apply in particular when there are justified doubts about the necessary experience or qualifications or if safety at work or environment protection regulations are not complied with. CT herewith undertakes in such cases to provide qualified replacements immediately. The agreed dates shall remain unaffected thereby. The replacement of staff at the instance of CT shall be subject to prior written approval by SL. All additional costs related thereto shall be borne by CT.

16.11 Liability by SL for accidents to CT’s staff on the particular factory premises shall be excluded unless it resulted from premeditated or grossly negligent breach of obligations by the legal representatives of SL.

16.12 Every service performed under a contract for fixed deliverables requires formal acceptance, with a written record thereof. When CT has performed the services, it shall inform SL and SL´s representatives at site thereof in writing. Acceptance by way of tacit conduct shall not be acceptable; in particular, the use or putting in operation of such services under a fixed deliverables contract, or commercial use in the form of a test run, shall not constitute acceptance. Section 640 (1) 3rd sentence BGB shall remain unaffected. This provision shall not apply to contracts where acceptance is ruled out for functional or technical reasons.

17. Quality assurance

17.1 CT must ensure by means of a suitable quality assurance system that the goods it delivers are of high quality.

17.2 The quality of the raw materials used, the manufacturing process and the finished goods must be constantly monitored by CT in suitable manner; the results of the monitoring must be documented. CT must archive the documentation in such a manner that the data can be attributed to specific batches.
SL shall be entitled to require a copy of the documentation of the delivered goods from CT.

17.3 SL shall be entitled at any time to carry out, or have carried out, inspections and quality controls on CT’s factory premises during usual operating and business hours, having given advance notice.

18. Liability

18.1 In cases where CT is responsible for damage or loss to third parties, it shall be obliged on first request to indemnify SL against claims for damages from third parties to the extent to which the cause is located in CT’s sphere of organisation and control and it would itself be liable to third parties.

18.2 CT shall be obliged to maintain employer’s/product liability insurance with an insurance amount of at least 10 million euros per claim on damage to person/property as a lump sum. CT shall provide proof of said insurance on request. Claims of further extent by SL shall remain unaffected.

19. Retention of title

19.1 SL shall retain title to the tools/equipment it has provided or paid for. CT shall be obliged to use same for the production of the goods/services ordered by SL.
CT must handle the tools belonging to SL and the items provided by SL with the care of a prudent businessman and insure same at new value at its own expense against damage by fire, flooding and theft. CT herewith now assigns to SL all claims to compensation under the said insurance. SL herewith accepts said assignment.

19.2 The necessary maintenance, inspections and repairs to the tools which are subject to these provisions shall be undertaken by CT in due time at its own expense. CT must inform SL without delay of any disruptions that may occur.

19.3 Retentions to title by CT shall apply only insofar as they refer to SL’s obligation to pay for particular goods, title to which is retained by CT. Extended or prolonged retentions to title vis-à-vis SL shall not apply.

20. Confidentiality

20.1 CT shall be obliged to keep the information of which it gains knowledge through its business relationship with Sl strictly confidential. This shall only not apply when such information is in the public domain, has been legally acquired from a third party or was created independently by a third party. All rights to said information shall be retained by SL.

20.2 The information coming from SL shall be used by CT for the performance of its services to SL. CT must keep the illustrations, drawings, calculations and other documents supplied confidential; they shall remain the property of SL. At the time the contract ends these documents must be returned to SL, unbidden, without delay and in complete form, unless they are still required by CT for the fulfilment of its contractual obligations.
Goods which are manufactured on the basis of information from SL which must be kept confidential may only be used for the purpose stipulated in the contract. These goods must in particular not be offered or delivered to third parties.

20.3 CT herewith undertakes to apply the necessary care in keeping the documents and/or information received confidential and not to publish or reproduce or make them accessible to third parties without SL´s consent. CT must place its staff and, where applicable, its suppliers under the same obligation and shall accept responsibility therefor in written form. This obligation shall also continue in effect after the ending of the concluded contract.

20.4 The transfer of data / information files to third parties shall be governed by section 28 of the Bundesdatenschutzgesetz (German data protection act).

21. Commitment to compliance with section 1 MiLoG (minimum wage act) and other provisions

21.1 CT herewith warrants that all the members of the staff it employs will be paid at least in accordance with the provisions of sections 1, 2 and 20 of the minimum wage act and other statutory provisions and collective wage agreements, for compliance with which the employer is liable under section 14 AEntG (employee secondment act) and/or other comparable provisions.

21.2 CT must supply SL with proof, once per year, immediately after request, by submitting confirmation
issued by a certified accountant or tax adviser, that its staff members have received the minimum wage laid down in accordance with the provisions of sections 1, 2 and 20 of the minimum wage act and other statutory provisions and collective wage agreements, for compliance with which the employer is liable under section 14 AEntG and/or other comparable provisions. CT shall in addition, on request, for the duration of this contractual relationship, furnish proof of the payment of the minimum wage in accordance with the provisions of sections 1, 2 and 20 of the minimum wage act and other statutory provisions and collective wage agreements, for compliance with which the employer is liable under section 14 AEntG and/or other comparable provisions, by submitting anonymised pay sheets every month for the staff it employs.

21.3 These requirements shall also be applicable to the employment of subcontractors by CT. The deployment of subcontractors shall be subject to written approval by SL.

21.4 CT shall indemnify SL against all claims which are asserted against SL in the event of contravention by CT or CT’s subcontractors of the minimum wage act and other statutory provisions and collective wage agreements, for compliance with which SL is liable under section 14 AEntG and/or other comparable provisions. This shall also apply if SL’s liability derives from further subcommissioning or the commissioning of a hiring company.

22. Governing law, place of performance and court with jurisdiction

22.1 The legal relationship with CT shall be governed exclusively by German law to the exclusion of the UN CISG Convention and the principles governing conflict of laws.

22.2 The place of performance for all delivery obligations shall be the stated place of use; for payment obligations, SL’s registered office.

22.3 The courts at SL’s domicile shall have jurisdiction. SL shall have the right to sue CT before any other admissible court with jurisdiction.

23. Severability clause

23.1 Should individual clauses of these General Terms & Conditions of Purchase or of the contract be invalid, this shall not affect the validity of the remaining Terms & Conditions of Purchase or the contract.