thyssenkrupp MillServices & Systems GmbH
Data protection. The contents of the website are made available by thyssenkrupp MillServices & Systems GmbH, so that website visitors can read information about the product range of thyssenkrupp MillServices & Systems GmbH and our company. The handling of personal data of the site visitors follows the strict requirements of the GDPR.
We take the protection of your privacy when using our website very seriously as this is important to us. In the following we are pleased to inform you about the collection of personal data.
Collection and processing of personal data. In general, you can visit the website of thyssenkrupp MillServices & Systems GmbH on an anonymous basis, i.e. without informing us of who you are. When you visit our website, our web servers in Germany save as standard the IP address of your internet service provider via which you access our website, the site from which you access our website and the files you access from us, as well as the date of your visit and general information about your browser. These data are processed to ensure the security of the web server and to adapt the output of the information retrieved to your output medium (e.g. your phone, laptop or other device). These data are only analyzed in anonymized form for statistical purposes.
Personal data is stored and processed only if you provide us with this information, e.g. when completing a contact form or registering for personalized services. On the respective websites you will be informed about the intended use and, if necessary, your consent to the storage and processing requested. Disclosure will only take place at thyssenkrupp companies and service providers affiliated with us, for example to send you the requested written information. Of course, all service providers are committed to data secrecy and confidentiality. A transfer to other third parties does not take place. Your data is always encrypted before transmission and processing to protect this data against unauthorized access.
- Session cookies are temporary cookie files that are automatically deleted when you close your browser.
- Persistent cookies are cookie files that are stored until they are actively deleted or automatically removed after a certain amount of time.
- First-party cookies are cookies that are set directly by us.
- Third party cookies are cookies set by a third party.
Cookies can be used for different purposes.
- Optimization cookies enable us to analyze the use of our website. If you have not consented to the use of your personal data for this purpose, this will be anonymous. The analysis helps us to improve our services and offered products and services.
- Personalization cookies allow us to determine your personal preferences, such as your preferred language. We use these cookies to improve usability and offer you a customized experience.
- Security-relevant cookies are cookies that are necessary to protect the website against attacks and to prevent fraud.
On individual pages, personal data may be stored in cookies if you have previously expressly consented to such, e.g. to not have to re-enter access data. In principle, you can also access all information on our website if you have deactivated cookies in your Internet browser. If you do not accept cookies, this may result in functional limitations of our offers.
- Cookie: _ga
Purpose: Registers a unique ID that is used to generate statistical data on how the visitor uses the website.
Processed Information: thyssenkrupp-mms.com
Duration: 2 Jahre
Type: HTTP Cookie
- Cookie: _gat
Purpose: Used to throttle request rate.
Processed Information: thyssenkrupp-mms.com
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- Cookie: _gid
Purpose: Registers a unique ID that is used to generate statistical data on how the visitor uses the website.
Processed Information: thyssenkrupp-mms.com
Type: HTTP Cookie
Google Analytics. thyssenkrupp MillServices & Systems GmbH uses Google Analytics, a Web analysis service provided by Google Inc. (‘Google’). The operator of Google Analytics is Google Inc., 1600 Amphitheatre Pkwy, Mountain View, CA 94043-1351, USA. This service enables the user-friendly design and continuous optimization of our website. Personal data is processed on the basis of Art. 6 (1) (f) GDPR. The optimization of our services constitutes our legitimate interest. You may object to the use of your personal data for this purpose at any time. Google Analytics uses so-called ‘cookies,’ which are text files placed on your computer, to help us analyze how you use our website. This information is transferred to and stored on a server. This information is used to evaluate your use of the website and to compile reports on website activities.
We use the ‘_gat._anonymizeIp’ feature to carry out Web analytics using Google Analytics. Google uses this feature to truncate the IP address of your Internet connection and anonymize it when you access our website from a member state of the European Union or another Contracting Party to the European Economic Area Agreement.
You can prevent cookies from being installed on your computer by adjusting your browser settings accordingly. However, please note that if you do this, you may not be able to use all the features of this website to the fullest extent.
The provision of your personal data is neither contractually nor legally prescribed, nor required for the conclusion of a contract. This service is only available to persons over the age of 18.
Further information and the data privacy provisions of Google are available at https://www.google.de/intl/de/policies/privacy/ and http://www.google.com/analytics/terms/de.html. Google Analytics is explained in further detail here: https://www.google.com/intl/de_de/analytics/.
Google Tag Manager. thyssenkrupp MillServices & Systems GmbH uses Google Tag Manager, which does not collect any personal information. This tool causes other tags to be created, which in turn collect data under certain circumstances. Google Tag Manager does not access this data. If deactivation was carried out on the domain or cookie level, it remains in place for all tracking tags which were implemented with Google Tag Manager. You can find Google’s Privacy Notice regarding Google Tag Manager here: https://www.google.de/tagmanager/use-policy.html
Contact Form. To respond to your request thyssenkrupp MillServices & Systems GmbH will process the following personal data if provided in the contact form: form of address, first name, last name, email, street, zip code, town/city, telephone number and content of your request. We will forward your personal data to recipients where this is necessary to meet your request. The legal basis for processing your personal data depends on your request and may take the form of a contract with you (Art.6 (1) (b) GDPR), your consent (Art. 6 (1) (a) GDPR) or our legitimate interests in providing you with a good service based on a balance of interests (Art. 6 (1) (f) GDPR). We are supported in the operation of our contact form by our IT service providers as order processors. We will process your data – where processing is based on your consent – until your consent is withdrawn or – where processing is based on a balance of interests – until you object to this or your request has been completed. Unless you provide the data required to contact you and to understand and process your request, we will not be able to process your request. All other information is optional. This service is only for persons over the age of 18.
If we process your personal data on the basis of your consent (Art. 6 (1) (a) GDPR), you can withdraw this consent at any time for the future. If we process your personal data on the basis of a balance of interests (Art. 6 (1) (f) GDPR), you can object to this at any time for the future.
In addition we process the referrer information in connection with use of the contact form (Art. 6 (1) (b) GDPR), which is erased after 4 weeks at the latest. It is technically not possible to use the contact form without collecting this information.
Your data protection rights. You have the right to information about the personal data in question and the right to rectification, erasure, restriction of processing and data portability, and in the case of processing in accordance with Art.6 (1) (e) and (f) GDPR the right to object to processing. Insofar as you have provided us with your consent to process your personal data in accordance with Art. 6 (1) (a) GDPR or Art. 9 (2) (a) GDPR, you can withdraw this consent at any time without affecting the lawfulness of processing based on your consent prior to its withdrawal. You have the right to complain to the supervisory authority.
Responsible and data protection officer
Responsible for the collection and processing of personal data is:
thyssenkrupp MillServices & Systems GmbH
46149 Oberhausen, Germany
Telefon: +49 208 656050
E-Mail: [email protected]
You can reach our data protection officer at:
thyssenkrupp MillServices & Systems GmbH
E-Mail: [email protected]
Scope and amendments to this privacy statement. This privacy statement applies exclusively to the use of our website. It does not apply to the websites of other service providers to which we provide a link. We accept no responsibility or liability for third-party statements and guidelines with no connection to our website.
We reserve the right to amend these data privacy rules from time to time in accordance with future changes relating to the collection and processing of personal data.
Intellectual property and rights of use. The content including pictures and the design of the thyssenkrupp MillServices & Systems GmbH website are subject to copyright protection and other laws for the protection of intellectual property. This website does not grant any license to use the intellectual property owned by companies of the thyssenkrupp MillServices & Systems GmbH. In particular, duplication, distribution, reproduction, transmission, processing, modification, or any other use of the content on this website for commercial purposes without written permission from thyssenkrupp MillServices & Systems GmbH is not permitted.
Trademarks. Unless otherwise indicated, all of the trademarks used on the thyssenkrupp MillServices & Systems GmbH websites are protected by trademark law and may not be used without written permission from thyssenkrupp MillServices & Systems GmbH. The same applies to company logos and signs.
Liability. The information that thyssenkrupp MillServices & Systems GmbH presents to you on this website is compiled and updated periodically. Despite the utmost care, we cannot guarantee the content of this website to be free of errors. There is no warranty of merchantability, no warranty of fitness for a particular use, and no other warranty of any kind, express or implied, regarding the information or any aspect of this website. The content does not constitute a pledge or guarantee with regard to our products, especially concerning their marketability or their contractual suitability for a specific purpose. Any forward-looking statements on our website are based solely on opinions, (preliminary) estimates, or assumptions on the part of management at thyssenkrupp MillServices & Systems GmbH. As such, they are subject to risks and uncertainties. thyssenkrupp MillServices & Systems GmbH is not obliged to update such forward-looking statements. thyssenkrupp MillServices & Systems GmbH reserves the right to undertake alterations or additions to the information or data provided at all times without further notice.
This website references third-party providers, in some cases by means of hyperlinks. thyssenkrupp MillServices & Systems GmbH has no influence over the content of third-party websites. For this reason, thyssenkrupp MillServices & Systems GmbH disclaims all liability regarding the content and data protection practices of the third-party websites to which it links. Before you use third-party websites, we recommend that you review the relevant terms and conditions and data protection provisions of said providers.
General terms and conditions of business and delivery
1. Validity of the terms and conditions
The provision and performance of all supplies and services shall be based exclusively on these terms and conditions. Orders or counter confirmations from Customer making reference to Customer’s terms and conditions of business or purchasing terms and conditions are hereby expressly excluded. Deviations from our terms and conditions of business shall only be valid if we confirm them in writing.
2. Offer and conclusion of contract
Our offers are subject to change and non-binding. Contracts (order and acceptance) as well as amendments, additions or ancillary agreements to same must be made in writing. Verbal ancillary agreements or assurances beyond the written contract shall be invalid. This shall also apply to the waiver of this written form requirement.
3.1. Unless otherwise agreed in individual contracts, our offer prices shall apply in addition to our list prices plus the corresponding statutory VAT. For order confirmations, the prices stated in our order confirmation plus the corresponding statutory VAT shall apply. For orders where fixed prices have not been explicitly agreed, we reserve the right to charge the list price valid on the day of delivery/performance. From four months after conclusion of the contract we shall also be entitled to implement price increases where these are based on changes to cost factors affecting pricing (e.g.: collective wage increases, raw material or energy costs, costs for supplies) which arise after conclusion of the contract. In terms of the amount, the price increase must be justifiable in relation to the change in the cost factors affecting pricing and announced to the customer within an appropriate period.
3.2. Unless otherwise agreed, prices for supplies and services are quoted ex works.
3.3. If a place of performance other than ex works is agreed, we shall also be entitled to invoice Customer for freight and carriage costs.
3.4. Where it has been agreed in individual contracts that delivery is also included in the price, the price shall only cover delivery in fully loaded truck-trailer combinations. Smaller volumes shall entitle us to charge small-volume supplements. The delivery of part volumes to different locations or the use of single-axle or multi-axle vehicles is not included in the price. A waiting/unloading time of max. 30 minutes is included in the price. The customer may be invoiced separately for any time beyond this.
Customer shall bear any additional costs incurred due to disruptions to transport routes for which we are not responsible.
Where delivery is by ship, normal water levels at the loading and unloading point are assumed. In the event that it is not possible to fully load the ship, for example due to lower water levels or other reasons, we shall be entitled to charge on to Customer any supplements invoiced to us by the forwarder. We shall decide on the hold space used.
4.1. The supplies and services shall be of customary quality. The quality of the object of the contract shall comply with general technical regulations. Information provided in our currently valid descriptions (e.g. declarations of conformity and CE marking) about the composition and properties of the object of the contract shall form part of the contract. Insofar as permitted, the information should be viewed as approximate and always serves as a benchmark for determining whether the object of the contract is defect-free, whereby in all cases values may be above/below the threshold value within the tolerances set out in the regulations.
4.2. Insofar as the supplies and services comprise wood products, it must be noted in particular that wood is a natural product, i.e. variances and distinguishing marks are always possible as a result of its natural properties. Customer must take particular account of the biological, physical and chemical properties during purchase and use. The range of natural color, structural and other differences within a single type of wood is a property of this natural product and does not constitute a defect. In addition to these terms and conditions, the currently valid customs in the timber industry (“Tegernsee customs”) shall also apply.
5. Determination of weights and quantities
5.1. Dimensions and weights are subject to normal variances. The weight determined at our production facility or the departure station on an officially certified weighing device or by measurement shall be decisive for quality and billing purposes. Where delivery is by ship, the standard weight officially determined at the point of loading shall apply.
5.2. Where goods are sold by unit, cubic meters, square meters or running meters, the quantity determined on loading shall be decisive for billing purposes.
5.3. At all times, Customer shall be entitled to check the determined weights/quantities on Customer’s own account. Claims in respect of weight or quantity of the goods may only be made immediately after arrival at the place of performance and before unloading.
5.4. For delivery ex works, Customer must ensure that the commissioned forwarding company and its drivers or Customer’s own drivers do not exceed the permitted total weight. Any amount exceeding the total weight of the vehicle (overloading) determined when the outgoing materials are weighed and of which the driver is notified must be reduced to the permitted total weight before the vehicle leaves the premises. Customer undertakes to assume the obligations of the sender pursuant to Art. 412 Par. 1 German Commercial Code (HGB), i.e. Customer shall be responsible for proper loading and unloading.
6. Packaging, delivery and unloading
6.1. If Customer requires special packaging, he shall bear the additional costs thereof. We shall not take back any packaging material insofar as we have engaged a disposal company to handle the disposal in accordance with the packaging ordinance. Customer shall be obligated to keep the packaging material ready for handover to the disposal company. In the event that Customer waives his right to return packaging against payment of a flat-rate disposal fee, he shall be obligated to hand the used packaging over to a recognized disposal company which shall ensure proper disposal in accordance with the provisions of the packaging ordinance. Reusable packaging shall be made available to Customer on a loan basis only. Customer shall notify us in writing of the return the packaging unit and furnish us with same. Should this not occur, we shall be entitled to charge a rental fee with retroactive effect or issue an invoice for the value of the packaging, payment shall be due immediately upon receipt of the packaging.
6.2. In the event that a place of performance other than ex works is agreed, the unloading point must be easily accessible by vehicle. If it is impossible or unreasonably difficult to access the unloading point for any reason, the unloading shall take place at the nearest point the vehicle can reach unhindered.
6.3. In general, Customer shall be responsible for unloading, with the exception of bulk material. In the event that we – for reasons of goodwill – carry out the unloading, our obligations in respect of the supplies and services shall be deemed to have been fulfilled upon arrival at the unloading point and we shall perform the unloading as an agent of Customer.
7.1. Unless otherwise agreed, payments shall be due immediately on delivery/performance. Customer shall be deemed to be in default if he does not pay within 15 days of the due date and invoicing. If Customer is in default, the statutory interest on arrears shall apply. The right to assert a further claim for default shall remain unaffected. Part services may be invoiced separately.
7.2. We shall be entitled to offset payments initially against older debts of Customer. In the event that costs and interest have already been incurred, payments shall be initially offset against the costs, then the interest and finally against the main payment. Payment authorizations and checks shall only be accepted following special agreement and only on account of payment, including all collection and discount charges as well as any other fees incurred. Bills of exchange shall not be accepted.
7.3. Payment shall only be deemed to have been made once we can dispose freely of the amount. In the case of checks, payment shall only be deemed to have been made once the check has been cashed and the payment is not reversed by the bank.
7.4. In the event that Customer does not discharge his payment obligations or does not do so in due time, or in the e vent that we become aware of other circumstances which call into question the creditworthiness of Customer, the entire outstanding amount shall become due immediately. Following invoicing and the expiration of a reasonable deadline set by us, we shall in this instance also be entitled to withdraw from our delivery and performance obligations and demand advance payments or collateral.
7.5. Customer shall only be entitled to offsetting, retention or reduction, even in the event that claims or counterclaims are asserted, where the counterclaims have been deemed to be legally final and absolute or undisputed.
8. Delivery and performance periods
8.1. The deadlines and periods stated by us shall not be binding unless explicitly agreed otherwise in writing. Partial delivery and performance are permitted.
8.2. 24 hours after exceeding a non-binding delivery/performance deadline or period, Customer may request in writing that we realize delivery/performance within a reasonable period. If the period stated in the written request is exceeded, we shall be deemed to be in default. In the event that a binding delivery/performance deadline or period is exceeded, we shall be deemed to be in default as soon as said delivery/performance deadline or period is exceeded.
8.3. In the case of default, Customer shall only be entitled to withdraw from the contract if he has granted us a reasonable period of grace in writing and notified us that he shall decline to accept the object of the contract after expiration of same, and where the period has expired without success. Notification of withdrawal from the contract must be made in writing.
8.4. Delivery and performance periods shall be extended in the event of force majeure and other events which materially impede delivery/performance or render same impossible – these also include any subsequently occurring material procurement difficulties, disruptions to operations, strike, lock-out, shortage of raw materials or energy, personnel or means of transportation, regulatory directives, etc., also in the event that these occur at our subcontractors or their subcontractors, but only insofar as we are not responsible for these occurrences or they are unavoidable – for the duration of the disruption plus an appropriate start-up period. In the event that the disruption continues for more than 10 calendar days, we shall be entitled to withdraw in whole or in part from the contract.
9. Passing of risk, acceptance
9.1. The risk shall pass to Customer following acceptance.
9.2. In respect of purchases, separate acceptance inspection is not required; in this instance, the risk shall pass to Customer on provision of the goods to the place of performance. In the event that the place of performance is ex works, the risk shall pass to Customer on notification that the goods are ready.
9.3. In respect of services, these shall be deemed to have been accepted upon performance.
9.4. In respect of services under work and labor contracts, these services and self-contained partial services are to be inspected for acceptance without delay following notification of completion to Customer. In the event that Customer does not grant acceptance although there are no factual reasons for doing so, acceptance shall be deemed to have been granted three days after notification of completion. Start-up or other use shall constitute acceptance. Acceptance may not be withheld in the event of minor defects which do not materially impede the intended use of the service. Such defects shall be remedied following agreement of a suitable date.
10.1. Customer must submit all claims for defects which are obvious and identifiable during orderly inspection in writing without delay following acceptance of the service. Art. 377 HGB – where applicable – remains unaffected. Customer must submit claims for defects which are not obvious or identifiable during orderly inspection in writing without delay following discovery, but at the latest before expiry of the warranty period. Samples (e.g. in accordance with EN 932-1) must be provided – insofar as provision is made for this under standards – when claiming for defects. Samples must be taken in the presence of our representative. Warranty claims shall be rejected where claims for defects are not made in due form, unless we have fraudulently concealed the defect.
10.2. The limitation period for warranty claims shall be one year starting from Customer acceptance, except in the event of claims for defects which occur in structures or works whose success is dependent on the performance of planning and monitoring functions. The statutory warranty limitation period of 5 years set out under Art. 634 a Par. 1 No. 2 German Civil Code (BGB) shall apply here unless the German Construction Contract Procedures (VOB/B) form the overall basis for the contract.
10.3. Following notification of the claim for defects, we shall investigate the contractual object without delay. Customer is obligated not to use or freely dispose of the contractual object until the conclusion of the investigation. Should Customer nonetheless use or freely dispose of the object, we shall not be responsible for any resultant damage. Customer shall be responsible for proving that the damage is not attributable to the use or disposal of the contractual object.
10.4. Warranty claims shall be inadmissible where
- Customer declines the performance of remediation work without good cause,
- Customer or a third party eliminates the defect without first granting us an opportunity to remedy it or
- the defect is attributable to the specifications, instructions from Customer, or Customer-provided work resources or advance work by other companies.
11.1. We shall accept no liability for consequential damages, in particular for loss of production and lost profit, insofar as the damage is the result of simple negligence on our part or on the part of our agents, we have not fraudulently concealed any material defect and have not given any guarantee of specific properties.
11.2. Our liability for compensation claims shall be limited to damages typical for the type of contract and foreseeable at the time it is concluded and at most to the coverage amounts stated below. The coverage amounts are as follows:
- Property damage EUR 250,000.00
- Processing damage EUR 250,000.00
- Financial losses EUR 100,000.00
- Environmental damage (incl. fire damage as a result of fire or explosion) EUR 500,000.00
11.3. The limitation period for Customer compensation claims shall be two years from the time at which the damage occurs and can be identified.
11.4. The aforementioned liability limitations shall not apply if the damage is attributable to the fraudulent concealment of a material defect on our part, we have guaranteed specific properties, there has been willful intent and gross negligence on our part or on the part of our agents or in the event of physical injury.
12. Retention of title
12.1. All delivered goods shall remain our property (goods subject to retention of title) until all claims have been settled, including in particular the respective balance claims due to us in the framework of our business relationships (retention of balance) and claims unilaterally established by an insolvency administrator on the basis of his power of performance. This shall also apply to future and conditional claims, e.g. from acceptor’s bills, and also such cases where payments are made to settle specifically designated claims. This retention of balance shall finally expire on payment of all claims covered by this retention of balance still outstanding at the time of payment.
12.2. As manufacturer, we treat and process goods subject to retention of title in the meaning of Art. 950 BGB without entering into any commitment. The treated or processed goods shall be regarded as goods subject to retention of title in the meaning of clause No. 1. If Customer processes, combines or mixes the goods subject to retention of title with other goods, we shall be entitled to co-ownership in the new goods in the proportion of the invoice value of the goods subject to retention of title to the invoice value of the other goods used. If, by such combining or mixing, our ownership expires, Customer hereby transfers to us his ownership rights to the new goods in proportion to the invoice value of the goods subject to retention of title and shall keep them in safe custody for us free of charge. Our co-ownership rights shall be regarded as goods subject to retention of title in the meaning of clause No. 1.
12.3. Customer may sell the goods subject to retention of title only within the normal course of his business in accordance with his normal business terms and conditions and provided he is not in default of payment vis-à-vis ourselves and also provided that he transfers to us any claims arising out of the resale in accordance with Nos. 4 to 6. He shall not be entitled to dispose of the goods subject to retention of title in any other way.
12.4. Customer hereby assigns to us any claims resulting from the resale of the goods subject to retention of title together with all securities which Customer acquires for the claims. Such claims shall serve as security to the same extent as the goods subject to retention of title. If the goods subject to retention of title are resold by Customer together with other goods not purchased from us, any claims resulting from such resale shall be assigned to us in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other goods sold. In the case of resale of goods in which we have co-ownership rights according to No. 2, the assignment shall be made for the part equivalent to our co-ownership rights. Where Customer uses the goods subject to retention of title to fulfill a contract for work and labor, claims resulting from the contract for work and labor shall be assigned to us in advance to the same extent.
12.5. Customer shall be entitled to collect any claims resulting from the resale of the goods subject to retention of title. This right shall expire if revoked by us, at the latest in the event of default of payment, failure to honor a bill of exchange or filing for insolvency. We shall exercise our right of revocation only if it becomes evident after conclusion of the contract that our claim for payment resulting from this contract or other contracts with Customer is jeopardized by Customer’s inability to pay. At our request, Customer is obliged to immediately inform his customers of such assignment to us and furnish us with the documents needed to collect the claims.
12.6. Claims resulting from the resale of the goods subject to retention of title may not be assigned except in the case of assignment by way of genuine factoring, of which we have been notified and in which the factoring proceeds exceed the value of our secured claim. Our claim shall be become due immediately upon crediting of the factoring proceeds.
12.7. Customer shall inform us immediately of any seizure or any other attachment by a third party. Customer shall bear any costs necessary to suspend such seizure or attachment or return the goods subject to retention of title insofar as such costs are not reimbursed by a third party.
12.8. Should Customer default on payment, we shall be entitled to take back the goods subject to retention of title and to enter for this purpose Customer’s premises and to sell the goods subject to retention of title at the best possible price taking into account the contract price. The same shall apply should it become evident, after the conclusion of the contract, that our claim for payment resulting from this contract or other contracts with Customer is jeopardized by Customer’s inability to pay. If the goods subject to retention of title are taken back, this shall not be regarded as withdrawal from the contract. The provisions of the insolvency code shall remain unaffected.
12.9. Should the total invoice value of the existing securities exceed the secured claims including ancillary claims (interest, costs, etc.) by more than 110% of the realizable value, we shall be obligated, at Customer’s request, to release securities in the corresponding amount at our discretion.
13.1. We shall be entitled to terminate the contract with immediate effect and stop all work immediately for cause. Cause shall exist in particular where
- material changes occur in the economic circumstances of Customer which shall also be deemed to have occurred in the event of a delay in payment;
- the result of the creditworthiness check raises cause for concern that Customer will be unable to pay in full and/or on time;
- Customer stops his payments, legal enforcement proceedings have been initiated against him or he has filed for insolvency, or
- Customer repeatedly fails to fulfill his cooperation obligations.
In such cases, we shall be entitled to the agreed compensation for work performed up to that time in full. In addition, we may claim appropriate compensation for work not yet performed. The assertion of a further compensation claim shall remain unaffected.
13.2. In the event that Customer terminates the Agreement for cause, we shall also have the right to claim appropriate compensation for work not yet performed, unless we have violated a material provision of the contract and Customer has issued two written warnings without success.
14. Group offsetting clause
We shall be entitled to offset all receivables – regardless of type – against all receivables of Customer vis-à-vis ourselves and our affiliated companies in the meaning of the German Stock Corporation Act, even if the receivables are due on different dates, insofar as Customer is aware that the company in question is an affiliated company.
15. Miscellaneous provisions
15.1. The data from this contractual relationship shall be stored and used in accordance with the provisions of Art. 28 German Federal Data Protection Act (BDSG).
15.2. Insofar as permitted under law, all pending legal disputes arising directly or indirectly from the contractual relationship are to be handled by the court responsible for our registered office. We shall also be entitled to bring legal action at the registered office of Customer.
15.3. These terms and conditions and the entire legal relationship between ourselves and Customer shall be governed exclusively by the law of the Federal Republic of Germany under exclusion of the UN Convention on Contracts for the International Sale of Goods (UN CISG).
15.4. Should a provision in these terms and conditions or within the framework of other agreements be or become invalid, this shall not affect the validity of all remaining provisions or agreements.
General Terms and Conditions of Purchase
1. Purchaser’s terms and conditions of purchase shall apply exclusively. Supplier’s terms and conditions which deviate from Purchaser’s conditions of purchase shall not be recognized by Purchaser unless Purchaser expressly consents to their validity in writing.
2. The terms and conditions of purchase shall also apply exclusively if Purchaser accepts or pays for supplies/services in full awareness of contradictory or varying terms and conditions of Supplier.
I. Purchase orders
1. Purchaser orders shall be binding only if they are placed by Purchaser in writing. Verbal agreements – including subsequent amendments and additions to these terms and conditions of purchase – must be confirmed in writing by Purchaser for them to become valid.
2. For the period of their validity, cost estimates shall form a binding basis for resultant orders. They shall not be remunerated unless expressly agreed otherwise.
3. Documents used by Supplier in business dealings with Purchaser shall indicate at least: purchase order number, commission order number, plant, place of receipt, full article text/item description, volumes and volume units as well as VAT ID (for imports from the EU).
The prices are fixed prices. They are inclusive of everything Supplier has to do to fulfill supply/service obligation.
III. Scope of supply/service
1. As part of the scope of supply/service
- Supplier shall transfer to Purchaser ownership of all technical documents (also for subcontractors) and other documents needed for manufacture, maintenance and operation. Said technical documents shall be in German and shall be based on the international SI standard system;
- Supplier shall transfer all rights of use needed for the use of the supplies/services by Purchaser or third parties taking into consideration any patents, supplementary protection certificates, brands, registered designs;
- Purchaser shall have the unconditional authority to carry out or have carried out by third parties repairs and modifications to the purchased supplies/services, and also to manufacture spare parts or have them manufactured by third parties.
2. If the scope of supply/service is to differ from that agreed, Supplier shall be entitled to additional claims or schedule changes only if a corresponding supplementary agreement is concluded in writing with Purchaser prior to performance of the order.
3. The ordered volumes are binding. In the event of excess supplies/services, Purchaser shall be entitled to refuse these at the expense and cost of Supplier.
Supplier shall install and maintain a state-of-the art, documented quality system of suitable type and scope. Supplier shall prepare records, in particular of quality inspections, and make these available to Purchaser on request. Supplier hereby agrees to quality audits being carried out by Purchaser or Purchaser’s representative to assess the efficiency of said quality system.
V. Supply and service periods/deadlines
1. Agreed delivery dates are binding. In the event that agreed deadlines are not met, statutory provisions shall apply. Supplies/services provided before the agreed delivery dates shall entitle Purchaser to refuse supply/service until it is due.
2. If Supplier becomes aware that an agreed deadline cannot be met, he must inform Purchaser in writing without delay, stating the reasons and the expected duration of the delay.
3. Unreserved acceptance of the delayed supplies/services may not be construed as relinquishment of any compensation to which Purchaser is entitled; this shall apply until full payment of the fee owed by Purchaser for the supply/service concerned has been made.
VI. Delivery/performance and storage
1. Insofar as Supplier and Purchaser agree validity of one of the “Incoterms” of the International Chamber of Commerce (ICC) for the contract, the currently valid version thereof shall apply. They shall apply only insofar as they do not contradict the provisions of these general terms and conditions and other concluded agreements. Unless otherwise agreed in writing, the supply/service shall be delivered duty paid (Incoterms: DDP) to the place of delivery/performance or use indicated in the purchase order.
2. Supplies/services must be shipped to the addresses indicated. Delivery to/performance at a place of receipt other than that designated by Purchaser shall not constitute transfer of risk for Supplier even if said place of receipt accepts the delivery/service. Supplier shall bear the additional costs of Purchaser resulting from the delivery being made to/service performed at an address differing from the agreed place of receipt.
3. Part supplies/services are not permitted unless Purchaser has expressly consented thereto. Part supplies/services are to be marked as such, delivery/service notes shall be submitted in triplicate.
4. If weighing is necessary, the weight determined on the calibrated scales of Purchaser shall apply.
5. Insofar as Supplier has the right to have the packaging needed for shipment/services returned this shall be clearly marked on the delivery/service documents. In the absence of such marking, Purchaser shall dispose of the packaging at the cost of Supplier; in this case Supplier’s right to have the packaging returned shall expire.
6. Items needed for the fulfillment of an order may be stored on the premises of Purchaser in allocated storage areas only. For such items Supplier shall bear the full responsibility and risk of the entire order until the transfer of risk.
7. During transportation the statutory provisions, in particular the provisions of the law on the transportation of hazardous goods and the applicable hazardous goods directives including the respective annexes and appendices must be complied with.
8. The declaration of the goods in the consignment notes for shipment by rail shall comply with the valid provisions of the railways. Costs and damages incurred due to incorrect declaration or failure to declare shall be at the expense of Supplier.
9. Supplier shall have the receipt of deliveries confirmed in writing by the indicated place of receipt.
VII. Execution, Subsuppliers, Assignment
1. Supplier shall not be entitled to transfer the execution of the contract in whole or in part to third parties.
2. Supplier is obligated to name his subcontractors to Purchaser on request.
3. Supplier shall not be entitled to assign his contractual claims vis-à-vis Purchaser to third parties or permit third parties to collect same. This shall not apply for legally established or uncontested claims.
1. Even in the event that the contract is not a work and services contract, Purchaser is entitled to terminate same in full or in part. In such an event, Purchaser is obligated to pay for all supplies/services completed up to then and make appropriate payment for material procured and work/services performed; in this case Art. 649, 2nd half of sentence 2 of the German Civil Code (BGB) shall additionally apply. Further claims of Supplier are excluded.
2. Purchaser is also entitled to terminate the contract if court insolvency proceedings are instigated in respect of the assets of Supplier or Supplier ceases payment. The same shall apply if Supplier does not meet the claims of his suppliers. Purchaser has the right to acquire material and/or semi-finished products including any special equipment on reasonable terms and conditions.
IX. Invoicing, payment, setting-off
1. Payment shall be made as agreed. Any delivery/service effected before the agreed date shall not affect the payment period tied to this delivery date.
2. Supplier may only offset against uncontested or legally established claims.
3. Purchaser is entitled to offset receivables due to Supplier from Purchaser against all receivables due to thyssenkrupp AG or companies in which thyssenkrupp AG holds a direct or indirect controlling interest at the time of offsetting (Group subsidiaries Art. 18 Stock Corporation Act (AktG)) from Supplier.
4. The invoice shall be settled at the end of the month following the supply/service and receipt of the invoice.
5. An invoice issued in accordance with Art. 14 German VAT Act (UStG) is a prerequisite for payment.
X. Claims under liability for defects
1. Supplier guarantees that his supplies/services exhibit the agreed properties and fulfill the intended purpose. In the event that Purchaser incurs costs such as transport/travel, working and material costs or contractual penalties as a consequence of defective supplies/services, Supplier shall bear said costs.
2. The limitation period for defect liability claims shall begin with the full supply/performance of the scope of supply/service or, if acceptance testing is agreed, on acceptance.
3. The limitation period for defect claims is 36 months; longer statutory limitation periods shall remain unaffected by this. For newly supplied/performed or repaired parts, the period of limitation starts anew, insofar as the responsible party has not eliminated the defect expressly out of goodwill. Purchaser shall provide prompt notification of defects. The notification is deemed to be in good time insofar as it arrives at Supplier within a period of seven working days of receipt of goods, or – for hidden defects – from the time of discovery. For defects notified within the limitation period, the period shall end no earlier than six months after assertion of the notice of defects. Supplier shall not object on the grounds of delayed notification (Arts. 377, 381, par. 2 Commercial Code (HGB)) for all other than obvious defects.
4. All defects which are notified within the period of limitation shall be remedied by the Supplier without delay and at no costs for Purchaser. The costs of remedying goods or supplying/performing replacements, including all incidental costs (e.g. freight) shall be borne by Supplier. If Supplier culpably fails to begin remedying the defect immediately or realize the supply/service as contractually agreed, Purchaser is entitled to carry out the necessary measures himself or have same carried out by third parties at the expense and risk of Supplier. In the event of an emergency where, due to particular urgency, it is no longer possible to inform Supplier of the defect and impending claim and set Supplier a deadline for redress, Purchaser shall be entitled to eliminate the defects himself/have them eliminated or procure replacements at Supplier’s expense. This shall not affect statutory rights of withdrawal, purchase price reduction or compensation for damages.
5. In the event of defects of title, Supplier shall hold Purchaser harmless from any claims arising from third parties.
XI. Place of fulfillment, legal venue
1. Place of fulfillment for all supplies/services shall be the place of receipt indicated by Purchaser.
2. Place of jurisdiction shall be the domicile of Purchaser, or at Purchaser’s choice, Supplier’s general place of jurisdiction.
XII. Applicable law
All legal relations between Purchaser and Supplier shall be governed by the prevailing substantive law of the Federal Republic of Germany to the exclusion of the United Nations’ Convention of April 11, 1980 on the Contracts for International Sale of Goods (CISG) in the currently valid version.
XIII. Prohibition of advertising/secrecy
1. The use of Purchaser’s inquiries, purchase orders and related correspondence for advertising purposes requires Purchaser’s express prior consent in writing.
2. Supplier shall maintain secrecy vis-à-vis third parties in respect of all operational events, facilities, plants, documents etc. used at Purchaser’s premises or those of his customers which become known to Supplier in connection with his activities for Purchaser, also after submission of the corresponding offers and after completion of the contract. Supplier shall impose corresponding obligations, on his agents.
Should individual provisions of the conditions become entirely or partly invalid, the remaining provisions shall remain valid. The same shall apply for the corresponding contract.
XV. Data protection
Purchaser points out in accordance with Art. 33 of the Federal Data Protection Act (BDSG) that he will store data relating to Supplier on the basis of the Federal Data Protection Act.
XVI. REACH clause
Supplier must fulfill all specifications and measures resulting from the REACH directive for all materials, prepared materials and products supplied/provided to Purchaser.
XVII. Applicable version
The German version of these General Terms and Conditions of Purchase shall take precedence.
As of: April 2010