worldGeneral Conditions of Purchase of of JOST-Werke Deutschland GmbH and its subsidiaries
1. Scope
1.1. These General Terms and Conditions (“GTC”) apply to all business relationships between us, JOST-Werke Deutschland GmbH and its subsidiaries and JOST's suppliers (hereinafter referred to as “Supplier(s)”) who provide deliveries or other services to JOST, in particular for the purchase (hereinafter referred to as “Order”) of products, components or production material (hereinafter referred to as “Delivery(is)” or “Goods”). JOST-Werke Deutschland GmbH and its subsidiaries are each acting in their own name and for their own account and are not joint and several debtors.
1.2. These GTC only apply to entrepreneurs. An entrepreneur within the meaning of these GTC is any natural or legal person or partnership with legal capacity with whom a business relationship is entered into and who acts in the exercise of a commercial or independent pro-fessional activity.
1.3. We hereby expressly object to any terms and conditions that deviate from or supplement these terms and conditions; they are not binding on us. Anything to the contrary shall only apply if this has been expressly confirmed by us.
These GTC shall also apply exclusively if the Supplier has based its offer, the confirmation of our order or the invoice on terms and conditions that deviate from or supplement these terms and conditions and we have not expressly objected to them. Even the unconditional ac-ceptance of a Delivery or payment of the purchase price does not imply any acknowledgement of terms and conditions that conflict with or supplement these Terms and Conditions.
1.4. Should one or more provisions of these General Terms and Conditions be or become invalid or void, this shall not affect the validity of the remaining provisions or the validity of orders, contractual agreements and all other applicable documents. The invalid or void provi-sion shall be replaced by a provision that comes closest to the economic purpose of the invalid or void provision.
2. Form, Conclusion of contract
2.1. All declarations between the Supplier and us as well as all Orders shall only be binding if they are made in text form (e-mail, fax, supplier portal, EDI), unless otherwise specified in these GTC or separately agreed or required by law. Oral or telephone declarations require subsequent confirmation in text form by the declaring party in order to be legally valid.
2.2. If the Supplier does not accept our order within a period of five (5) working days from receipt by means of confirmation in writing or in text form, we shall be entitled to cancel the Order. Delivery call-offs, also referred to by us as delivery schedule schedules, shall become contractually binding if the Supplier does not object within two (2) working days of receipt. Amendments, supplements or other deviations from our Orders shall only be effective if this is expressly and separately pointed out and we expressly agree to them.
3. Prices
3.1. Agreed prices are binding net fixed prices in € (EURO) free domestic bank account of the supplier.
3.2. The prices include delivery FCA “respective location of the supplier”, in the case of deliv-eries for JOST companies and locations overseas FOB “agreed port” as well as packaging, appropriate transport insurance to be concluded by the Supplier and all other costs of Delivery, unless expressly agreed otherwise with us. All INCOTERMS used by us refer to the INCO-TERMS 2020 published by the International Chamber of Commerce (ICC).
3.3. If an “ex works”, “ex warehouse” or similar price has been agreed, the freight forwarder specified by JOST must be commissioned.
3.4. If the Supplier is responsible for installation, assembly or commissioning and unless oth-erwise agreed in writing, the Supplier shall bear all necessary ancillary costs such as travel expenses and costs for the provision of tools.
3.5. Visits or the preparation of offers shall not be remunerated unless such remuneration has been expressly agreed in writing.
4. Invoicing, Payment Terms
4.1. All invoices shall be issued in EURO and shall bear our complete Order number as shown on our Order, the name of the customer as well as the date of the Order, our article number, if available, and the Supplier number. We reserve the right to reject invoices with incomplete or incorrect order data or an incorrect or incomplete invoice address.
4.2. Each Order shall be invoiced separately. Collective invoices are only permitted with our prior consent.
4.3. The Supplier must provide us with the correct IBAN and the corresponding BIC as well as its VAT identification number for the respective bank details.
4.4. The Supplier is obliged to indicate the customs tariff number (also called commodity code) of the Delivery on its invoice or alternatively on its shipping documents.
4.5. If the Supplier acts contrary to one or the above provision(s) in clauses 4.1 - 4.4 of these GTC, any resulting delays in payment shall be at the Supplier's own expense and shall not cause us to be in default of payment in this respect.
4.6. Payment shall be made within the payment term that has been expressly agreed between JOST and the Supplier, or if no such agreement exists within thirty (30) days net, in each case after receipt of the invoice and subject to receipt of the Goods as ordered; otherwise only after receipt of the Goods. Payments shall be made exclusively in EURO. In the event of acceptance of an early Delivery, the due date shall depend on the agreed delivery date. We are entitled to use the check/bill of exchange procedure instead of bank transfer at our discretion. If this has been agreed in advance, we may also use the credit note procedure in accordance with the applicable tax laws.
4.7. The Supplier shall only be entitled to set-off rights and rights of retention if its counter-claims have been legally established, are undisputed or have been recognized by us. The Supplier is only authorized to exercise a right of retention to the extent that its counterclaim is based on the same contractual relationship.
4.8. Without our prior written consent, the Supplier shall not be entitled to assign its claims against us in whole or in part or to dispose of them in any other way.
4.9. We shall be entitled to rights to refuse performance, rights of set-off and rights of retention to the extent permitted by law.
4.10. In the event of improper Delivery, such as short delivery or quality defects, we shall be entitled to withhold payment of the invoice pro rata until proper fulfillment.
5. Delivery Dates, Delivery Scope
5.1. The Supplier shall bear the procurement risk for the Goods.
5.2. The Supplier undertakes to adhere exactly to the agreed delivery dates and deadlines. Decisive for adherence is the receipt of the Goods at the agreed receiving or shipping address.
5.3. If the Delivery is a fixed-date transaction under commercial law, our claim for performance shall only expire if we do not assert it within a period of fourteen (14) days after expiry of the delivery date.
5.4. If the Supplier is in default, we shall be entitled to all statutory claims and claims for dam-ages including loss of profit.
5.5. The Supplier is obliged to inform us immediately in any case, stating the reason for the delay and its expected duration, if circumstances of any kind prevent the Supplier from complying with the agreed delivery time or if such circumstances are foreseeable or foresee-able, and to inform us of the expected delay or the expected duration of the reasons for the hindrance.
5.6. Our right in the event of delay to procure a replacement delivery ourselves or through third parties at the Supplier's expense shall remain unaffected subject to the statutory requirements of the applicable law.
5.7. The acceptance of a delayed Delivery does not constitute a waiver of our rights, even if such a reservation has not already been expressly stated.
5.8. Partial Deliveries and corresponding partial invoices are only permitted with our express written consent.
5.9. Deviations from the ordered quantities or numbers of items, i.e. over- or under-deliveries, are only permitted after prior written agreement with us.
5.10. Insofar as accompanying documents such as certificates on material tests, assembly and operating instructions, test certificates are owed by the Supplier, i.e. are either agreed or are part of the statutory scope of delivery, these shall form an integral part of the Delivery and shall be handed over to us together with the Delivery. The payment term shall not commence before receipt of the documents owed in this respect. Section 4.5. and section 9.5. of these GTC shall apply accordingly.
6. Force Majeure
6.1. Force majeure is any severe external event beyond the control of the Supplier or JOST, caused by elementary forces of nature or acts of third parties, which prevents the affected party (Supplier or JOST) from fulfilling its obligations in whole or in part, provided that the event was neither foreseeable nor avoidable with the utmost care (e.g. war, natural disasters, epi-demics, official measures such as confiscation, export ban). Raw material shortages, sub-supplier insolvency and strikes, insofar as they are limited to the operations of one party, shall not be considered force majeure events.
6.2. Force majeure shall release the affected party from its obligations for the duration and to the extent of the impact. However, the Supplier and JOST are obliged to provide each other with any information on the force majeure event without delay and to adapt their obligations affected by it to the changed circumstances in good faith. Events of force majeure which make acceptance or use of the Delivery at our or at our customer's operations impossible or signifi-cantly more difficult shall postpone our acceptance obligation appropriately in accordance with our actual requirements, without this causing us to be in default of acceptance.
6.3. If there are events of force majeure which merely prevent the Supplier from fulfilling its obligations in full, the Supplier undertakes to supply us with partial Deliveries on an equal footing with other customers in accordance with the respective delivery quota.
6.4. In the event of force majeure affecting us or the Supplier, we shall be entitled, at our discretion, to withdraw from the affected contract in whole or in part, provided that the circum-stances of force majeure are not only of a temporary nature and it is therefore no longer rea-sonable for us to adhere to the contract; the Supplier may not derive any claim for damages from this.
7. Logistics
7.1. Our logistics guidelines in their currently valid version are an essential and binding part of all our Orders; these are sent to the supplier upon request and are available at www.jost-world.com/unternehmen/lieferanteninformationen.
They also regulate the details of packaging and shipping, transport insurance, goods labeling and the shipping documents to be enclosed with each delivery, such as the delivery bill.
7.2. The Supplier is obliged to take back and dispose of the packaging at its own expense and risk. The Goods are to be packed in such a way as to avoid damage in transit. Packaging materials shall only be used to the extent necessary to achieve this purpose. Only environ-mentally friendly packaging materials shall be used.
The Supplier shall indemnify JOST against all costs and claims which JOST incurs as a result of a breach of its statutory disposal obligations or which are asserted against JOST by third parties, including authorities.
8. Place of Performance, Transfer of risk, Transfer of title
8.1. The place of performance shall be the place specified in the Order to which the Goods are to be delivered or at which the work or service is to be performed. The Delivery shall be delivered to the shipping address or rendered there for the account and at the risk of the Sup-plier, properly packaged for transportation in accordance with the applicable INCOTERM pur-suant to Section 3.2. of these GTC.
8.2. The risk of accidental loss or accidental deterioration of the Delivery, even if we have agreed to bear the freight costs, shall only pass to us upon acceptance by us or our authorized forwarding agent at the agreed place of performance or, in the case of work services, upon acceptance.
8.3. We shall acquire title to the Goods without reservation of any rights for the Supplier upon transfer of risk at the place of performance or upon handover to a forwarding agent specially commissioned by us.
8.4. The transfer of ownership of the Goods to us must take place unconditionally and regard-less of the payment owed by us for this. If, in an individual case, an offer of the Supplier for transfer of ownership conditional on payment has been accepted, the Supplier's retention of title shall expire at the latest upon fulfillment of the payment claim against us for the delivered Goods. We shall remain authorized to resell the Goods in the ordinary course of business even before this fulfillment with advance assignment of the resulting claim (alternatively validity of the simple retention of title extended to the resale). This excludes all other forms of retention of title, in particular the extended retention of title, the forwarded retention of title and the re-tention of title extended to further processing.
8.5. The place of performance for our payments is our registered office.
9. Acceptance of Goods, Obligation to give notice of defects, Complaints
9.1. Goods shall only be accepted during our normal business hours.
9.2. Only the Delivery quantity actually determined and verified by our goods receiving depart-ment or incoming goods inspection shall be decisive; this shall also apply to weights and di-mensions.
9.3. An acknowledgement of receipt on the Supplier's delivery documents does not constitute an acknowledgement of the Delivery quantity and quality of the Goods.
9.4. If, as a result of a defective Delivery or a Delivery that deviates from the Order, an incom-ing Goods inspection beyond the usual scope is necessary, the Supplier shall bear the costs for this.
9.5. We reserve the right to refuse acceptance of the Goods at the Supplier's expense and risk if shipping documents, certificates of origin or proof of VAT are missing or incorrect. Sec-tion 4.5. of these GTC shall apply accordingly.
9.6. We shall only check the delivered Goods on the basis of the accompanying documents for identity and quantity as well as for externally recognizable transport damage.
9.7. We shall notify the Supplier of any defects in the Delivery as soon as they are discovered in the ordinary course of business within a reasonable period of time after discovery, which shall be at least five (5) working days and may also extend beyond this period in justified individual cases. In this respect, the Supplier waives the objection of delayed notification of defects.
9.8. Payment of the Supplier's invoice, whether in full or in part, shall not be construed as a waiver of a notice of defects.
10. Liability, Warranty
10.1. Unless otherwise provided for in these GTC, the Supplier shall be liable in accordance with the statutory provisions of the applicable law, without limitation of liability in terms of rea-son or amount.
10.2. The Supplier warrants that the Goods (i) comply with the agreed quality, in particular the specifications, (ii) are suitable for the specific purpose for which they were ordered or for the use assumed under the contract, (iii) are of customary market quality, (iv) comply with the latest state of science and technology and the applicable product safety regulations, (v) are not encumbered with third-party rights or subject to other restrictions on use and (vi) are oth-erwise free from defects.
10.3. The warranted quality pursuant to section 10.2. (i) of these GTC also includes charac-teristic that JOST may expect on the basis of public statements by the Supplier or the manu-facturer of the Goods or as a result of labeling or advertising regarding certain features, pro-vided that these do not conflict with the specifications expressly agreed between the Supplier and us.
10.4. Adherence with test specifications or any approvals on our part shall not release the Supplier from the obligation to deliver defect-free goods. The same applies to suggestions, recommendations or other cooperation on our part for the provision of services.
10.5. The limitation period for claims for material defects shall be forty-eight (48) months, un-less statutory rights of recourse under applicable law provide for a longer limitation period or unless otherwise agreed in writing. The period begins with the transfer of risk (see section 8.2. of these GTC). Defects of title shall not become time-barred until the third party is still entitled to assert its right or claims arising therefrom against us.
10.6. In the case of work performances, the limitation period shall commence upon final written acceptance. If the delivery has been used for a building in accordance with its customary use and has caused its defectiveness, the limitation period shall only commence after five (5) years.
Further statutory rights remain unaffected by this provision.
10.7. Within the scope of our warranty claims, we shall in particular be entitled to demand that the Supplier, at our discretion, remedy the defect or deliver a new item (jointly referred to as “subsequent performance”), unless the Supplier has a statutory right under applicable law to refuse subsequent performance or we choose a right of subsequent performance that is un-reasonable for the Supplier. We expressly reserve the right to claim damages, in particular the right to claim damages in lieu of performance.
10.8. If the Supplier does not begin to remedy the defect immediately after our request to remedy the defect, we shall be entitled in urgent cases, in particular to avert acute dangers or avoid major damage, to remedy the defects found ourselves or have them remedied by third parties at the Supplier's expense without the need to set a prior grace period.
10.9. Within the scope of subsequent performance, we shall be entitled to demand compen-sation from the Supplier for additional expenses incurred as a result of the defect, in particular compensation for transport (including freight and packaging), travel, labor and material costs, testing and sorting costs as well as dismantling and installation costs and reworking costs. These costs shall also be reimbursed insofar as they are incurred if no replacement of the defective Goods is required for subsequent performance (e.g. installation of fault-free or new software or repair measures). In the event of an unjustified claim for subsequent performance, we shall only be liable to the Supplier for any additional costs incurred by the Supplier as a result if we positively recognized or grossly negligently failed to recognize that there was no defect.
10.10. In the case of so-called serial defects, i.e. accumulations of defects with the same cause, the Supplier shall also reimburse the above-mentioned costs with regard to the part of the affected series that has no defect, insofar as a defect analysis is uneconomical, not possible or not reasonable in the individual case. The Supplier shall also be obliged to provide subse-quent performance in this respect; the above sections 10.7. - 10.9. shall therefore apply ac-cordingly.
11. Compliance with regulations in the supply chain
11.1. In the event that the Supplier imports the goods into the European Economic Area, the supplier guarantees that it has duly released the Goods for free circulation under customs law in advance and shall indemnify us against all claims resulting from any failure to do so or any infringement. Any additional costs, expenses and damages incurred as a result shall also be reimbursed.
11.2. In the case of the Delivery of machines and systems that fall under EU Directive 2006/42 (Machinery Directive), the Supplier must provide a declaration of conformity free of charge.
11.3. The Supplier warrants that the Delivery complies with the relevant statutory and official regulations and standards and that the statutory regulations, in particular accident prevention regulations, are observed during delivery and assembly.
11.4. The Supplier acknowledges that, as a manufacturer of goods and articles, we are a so-called downstream user within the meaning of the European Chemicals Regulation No. 1907/2006 (“REACH”) and warrants that it will comply with all REACH provisions, in particular those which are necessary in order to be able to process, sell or distribute within the European Economic Area. The Supplier acknowledges that violations of REACH compliance generally result in a defect of the substance, preparation or other goods or articles within the meaning of the applicable law and shall indemnify us against all claims, liabilities, expenses and dam-ages (collectively “Claims”) caused by the Supplier due to a violation of the aforementioned REACH compliance and shall support us in the legal defense against such Claims at its own expense. The Supplier undertakes to provide all relevant IMDS, REACH, GHS data and other data relevant under export law free of charge at our request.
11.5. The Supplier is obliged to keep a so-called proof of origin of Goods, i.e. the Supplier must provide us with the necessary declarations on the origin of the Goods under commercial and preferential law timely, but no later than by the end of the first quarter of each calendar year, and must also notify us immediately and without being requested to do so of any change of origin. If necessary, the Supplier shall provide evidence of its information on the origin of the goods by means of an information sheet confirmed by its customs office. The Supplier is obliged to inform us immediately in writing if a declaration on the preferential status or non-preferential origin or on the commodity code or part thereof is no longer valid or is subject to a change.
11.6. If samples or specimens have been submitted by the Supplier at or before the conclusion of the purchase contract and have been tested and approved by us in accordance with VDA Volume 2, the Supplier shall be obliged to deliver all deliveries and partial deliveries in the same quality and composition as the sample.
11.7. If required by law, the Supplier must have the Goods inspected by a recognized inspec-tion body (e.g. TÜV) prior to delivery and submit the corresponding test certificate.
11.8. The Supplier undertakes to identify the use of so-called “conflict minerals” (in particular tin, gold, tantalum, tungsten) in its supply chain and to take appropriate measures to ensure that the materials and components of the Deliveries do not contain any “conflict minerals” within the meaning of the relevant legal requirements such as the EU Conflict Minerals Regu-lation.
11.9. If the Supplier fails to comply with an obligation(s) assumed in this section 11 of these GTC, it shall be liable for all costs and damages incurred by us and/or our customers as a result.
11.10. The Supplier confirms that it will align its business activities with the ten universally recognized principles of the UN Global Compact of the United Nations (see www.unglobal-compact.org/what-is-gc/mission/principles) in the areas of human rights, labor standards, en-vironmental protection and anti-corruption.
11.11. The Supplier ensures that it will perform the Delivery to be provided in accordance with section 1.1. of these GTC itself and that it will only use subcontractors (hereinafter referred to as “subcontractor chains”) with our prior written consent. Furthermore, the Supplier ensures that it and all subcontractors in the subcontractor chain that it permissibly engages, as well as any hirers commissioned by such subcontractors, will pay the hired personnel the applicable minimum wage in accordance with the German Minimum Wage Act (MiLoG) or comparable provisions of applicable law. In addition, the Supplier confirms that its own operation and the other it uses in the subcontractor chain are not excluded from the award of public contracts under the Paragraph § 19 MiLoG or comparable provisions of the applicable law.
Upon request, the Supplier may also provide proof of compliance with the MiLoG or compara-ble provisions of the applicable law for itself and along the subcontractor chain by immediately submitting to us a current confirmation from a suitable objective expert (e.g. an auditor) or other suitable evidence.
If a claim is asserted against us by an employee of the Supplier or the subcontractor chain on the basis of an actually existing remuneration claim in accordance with the MiLoG, the Supplier undertakes to indemnify us on first demand against any claims asserted against us by third parties in connection with violations of the MiLoG or comparable provisions of applicable law.
However, this shall not apply if we and/or our employees or vicarious agents have demonstra-bly violated the provisions of the MiLoG or comparable provisions of the applicable law our-selves intentionally or through gross negligence in this individual case.
12. Product liability, Damages, Recalls, Insurance Coverage
12.1. The Supplier shall indemnify us with respect to its Deliveries against claims of third par-ties based on applicable domestic or foreign product liability regulations of mandatory law in connection with personal injury and property damage, unless the cause of this is not within the Supplier's sphere of control and organization; the same shall apply if claims are asserted against us due to a violation of official safety regulations which is attributable to a delivery of the Supplier. Within the scope of this indemnification obligation, the Supplier shall also reim-burse the relevant legal costs, including reasonable attorney's fees for the defense against claims or legal prosecution.
12.2. Insofar as we incur damages due to the defectiveness of the Goods or a defect within the meaning of the applicable product liability law or the breach of duty by the Supplier, the supplier shall compensate us for all such damages within the framework of the statutory pro-visions of the applicable law.
The Supplier is also obliged to reimburse all expenses arising from or in connection with a recall action or other measure to minimize damage carried out by us or our customers, irre-spective of the warranty period and irrespective of whether these measures are ordered by the authorities or not, unless the measure taken is not based on the defectiveness of the Goods, a defect within the meaning of the applicable product liability law or any other breach of duty by the Supplier.
12.3. The Supplier shall support us in the defense against any third-party claims within the meaning of section 12.1. of these GTC. This includes in particular the submission of all docu-ments and records that are necessary or useful for the defense and the presentation of excul-patory evidence.
12.4. The Supplier shall maintain product liability insurance with adequate coverage for per-sonal injury, property damage and product property damage. In the case of Goods which may have an impact on safety, recalls shall also be covered by the insurance. Irrespective of the existence or occurrence of the insurance, the above provisions shall remain unaffected; in particular, our claims shall not be limited to the sum insured.
12.5. Should we be entitled to further claims, these shall remain unaffected.
13. Guidelines at our plant
13.1. Persons who enter our plant areas in fulfillment of a work, service, delivery or other contractual relationship (e.g. orders for assembly, maintenance or repair) are subject to our safety instructions. These are handed out upon entering the plant. All persons in vehicles must be registered when entering one of our plants.
13.2. The relevant accident prevention regulations must also be observed during delivery pro-cess and assembly.
14. Infringements of intellectual property of third parties
14.1. The Supplier shall ensure that neither industrial property rights nor copyrights are in-fringed by the Delivery and its intended use.
14.2. If a third party asserts claims against us or our customers which are based on the in-fringement of its industrial property rights or copyrights by the intended use of the Goods, the Supplier shall indemnify us and/or our customers against all claims, expenses, damages, de-mands, liabilities and other costs such as legal fees and court costs in addition to the warranty claims to which we are otherwise entitled as a result of liability for defects of title. Section 10.5. sentence 3 of these GTC regarding the statute of limitations shall apply.
14.3. The Supplier shall inform us immediately as soon as it becomes aware of an infringement or alleged infringement.
14.4. Upon request, the Supplier shall support us to a reasonable extent in the clarification of and defense against third-party claims and, at our express request, shall assume the legal defense against such third-party claims at its own expense.
15. Provided goods, Ownership of tools
15.1. We reserve title to goods provided by us (e.g. parts, components, semi-finished products, tools, devices, measuring equipment). This retention of title also extends to the full value of the products resulting from the processing, mixing or combining of our goods, whereby these processes are carried out for us so that we are deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their property rights remain, we shall acquire co-ownership of the product in proportion to the objective values of the goods.
15.2. If we provide materials or semi-finished products for further processing, the Supplier shall assume the risks of accidental destruction, loss, deterioration or damage to our property. If these are sent directly to the Supplier by a third party on our behalf, the latter must carry out the incoming goods inspection and quality control. The third party and we must be notified immediately of any complaints.
15.3. The goods provided by us may only be used as intended and must be stored separately; they must be adequately insured against fire, water, theft and other damage at their nominal value at the supplier's expense. Proof of insurance cover must be provided on request.
15.4. We must be notified immediately in writing of any seizure, theft or damage to our property.
15.5. If tools, devices, gauges or measuring equipment (collectively referred to as “manufac-tured tools”) are manufactured in whole or in part for our account by ourselves or by third parties, the manufacture shall be carried out on our behalf with the result that we shall acquire ownership of the manufactured item or these manufactured tools shall become our property upon acquisition by the Supplier. The handover is replaced by the fact that the Supplier is entitled to possession and safekeeping of the manufactured tools on loan free of charge for the duration of the contractual business relationship. The Supplier shall keep these items vis-ibly separate from its assets and clearly mark them as our property.
15.6. The Supplier is obliged to use tools provided and manufactured tools exclusively for the production of the parts intended for us.
15.7. The Supplier shall maintain and service the tools provided and manufactured tools at its own expense. At the end of the contract, the Supplier must return the tools to us immediately at our request, without being entitled to a right of retention. When the tools are handed over, they must be in a perfect technical and optical condition corresponding to their previous use. Repair costs shall be borne by the Supplier. Under no circumstances may the Supplier scrap the tools without our prior written consent.
16. Quality Assurance
16.1. The Supplier undertakes to maintain a quality management system during the entire business relationship that meets the requirements of the ISO 9001:2015 standards and their successor standards, to continuously optimize this quality management system with the aim of IATF 16949 certification and to monitor it at regular intervals by means of internal audits and to initiate the necessary measures immediately in the event of any deviations found, so that the faultless quality of all Deliveries to us is ensured. We have the right to inspect the Supplier's quality assurance at any time after prior notification. Upon request, the Supplier shall grant us access to certification and audit reports as well as to test procedures carried out, including all test records and documents relating to the delivery.
16.2. An essential and binding component of all our Orders are our quality standards in the form of our quality assurance guidelines as amended from time to time, which we will send to the Supplier on request and which are also available at www.jost-world.com/unterneh-men/lieferanteninformationen.
16.3. The Supplier shall ensure that the Goods (i) are produced, stored, processed and loaded at secure operating sites and at secure handling locations and (ii) are protected against unau-thorized access during production, storage, processing, loading and transport.
16.4. The Supplier shall ensure that the personnel employed for the production, storage, pro-cessing, loading, transportation and acceptance of such Goods are reliable.
16.5. The Supplier shall ensure that business partners acting on behalf of the Supplier are informed that they must also take measures to secure the above-mentioned supply chain.
17. Confidentiality, transfer of documents
17.1 All information, recipes, drawings, models, tools, technical records, process methods, software and other technical and commercial know-how made accessible by us or obtained by the Supplier through us as well as work results achieved in connection therewith (hereinaf-ter “Confidential Information”) shall be kept secret from third parties by the Supplier and may only be used in the Supplier's own operations for the execution of Deliveries to us and may only be made accessible to those persons who must have knowledge of the Confidential In-formation within the scope of the business relationship and who have been obliged to maintain secrecy in accordance with this provision. This shall also apply beyond the duration of the business relationship as long as and insofar as the Supplier cannot provide proof that the confidential information was already known to the Supplier at the time it was obtained or that it was public knowledge or became public knowledge later through no fault of its own.
17.2. Confidential information pursuant to section 17.1. of these GTC shall also include such information which the Supplier obtains by observing, examining, dismantling or testing a sam-ple, model or prototype provided by us in connection with the Delivery. If these samples, mod-els or prototypes are not yet available on the open market, the Supplier shall not examine them by reverse engineering or similar activities.
17.3. As consequence of the obligation as per section 17.1 of these GTC the Supplier, un-less to the extent JOST’s explicitly has agreed otherwise in writing, must also not (i) refer to Confidential Information nor to the fact that the Supplier supplies or has supplied JOST in any publications, advertisements or by other means, (ii) use JOST’s name, logo, trademark, or any reference either direct or indirect in publicity releases, advertising, case studies, sales literature nor disclose, advertise or publish the existence or the terms and conditions of the Order and its terms, financial or otherwise.
17.4. All documents (e.g. drawings, illustrations, test specifications), samples and models etc. which we make available to the Supplier within the scope of the business relationship shall remain our property and shall be returned to us at our request at any time, at the latest upon termination of the business relationship (including any existing copies, transcripts, excerpts and reproductions) at our discretion or destroyed at the Supplier's expense. The Supplier shall have no right of retention in this respect.
17.5. The disclosure of Confidential Information shall not establish any rights to industrial prop-erty rights, know-how or copyrights for the Supplier and shall not constitute any prior publica-tion or right of prior use within the meaning of the applicable patent, design and utility model laws. Any type of license requires a written agreement.
17.6. The Supplier is obliged to take appropriate technical and organizational measures to prevent confidential information from becoming accessible to third parties. In order to achieve recognized minimum standards of the certified information security level required in the auto-motive industry (e.g. TISAX), the Supplier shall ensure that it has implemented a correspond-ingly recognized system or has an equivalent certification and shall provide verifiable proof of this upon request.
18. Code of conduct (Supplier Code of Conduct), Compliance in the Supply Chains
18.1. We expect our Suppliers to organize themselves accordingly in order to ensure compli-ance with the principles described in more detail in our Supplier Code of Conduct and to review their own supply chain accordingly. The Supplier therefore confirms that it has taken note of the content of the Supplier Code of Conduct at www.jost-world.com/unternehmen/lieferan-teninformationen and complies with it in its currently valid version.
18.2. The Supplier is obliged to provide all information at our reasonable request or to provide information that is necessary to comply with statutory requirements (e.g. due to the German Act on Corporate Due Diligence Obligations in Supply Chains (LKSG)) or in the context of careful and preventive risk management of the supply chain, in particular to assess the security of supply and delivery and to fulfill customer requirements. The Supplier shall also support us or our customer or a third party commissioned by us or our customer in auditing its sub-sup-pliers and their upstream suppliers. Section of 11.9. these GTC shall apply accordingly.
19. Energy Management
JOST operates an energy management system in accordance with DIN EN ISO 50001, which means that energy efficiency, energy consumption and energy use are decisive criteria for JOST both in the evaluation of offers and in the performance of Deliveries.
20. Data Protection
The Supplier is obliged to comply with the applicable data protection provisions of the appli-cable law, in particular when processing personal data. If the transfer of personal data to third parties is necessary for the fulfillment of the order, the Supplier must also oblige them to com-ply with the data protection regulations. We are entitled to all data provided to us by the Sup-plier, in accordance with the applicable data protection regulations, including personal data.
21. Applicable Law, Jurisdiction
21.1. Unless mandatory local law provides otherwise, the law of the country in which the JOST company that is the Supplier's business partner respectively the provider of these GTC has its principal place of business shall apply exclusively in addition to the provisions of these GTC, to the exclusion of its private international law, the UN Convention on Contracts for the Inter-national Sale of Goods (CISG) and other bilateral and multilateral agreements serving to standardize international sales.
21.2. The place of jurisdiction for all actions and proceedings arising from all disputes arising from or in connection with the business relationship, in particular from the Deliveries, shall be determined by the jurisdiction of the courts at the place in which the JOST company that is the business partner of the Supplier respectively the provider of these GTC has its principal legal place of business and is hereby agreed as the exclusive place of jurisdiction. This place of jurisdiction also applies to disputes concerning the formation and validity of the contractual relationship or these GTC. However, we shall also be entitled, at our discretion, to sue the Supplier at the courts having jurisdiction for its place of business.
21.3. If the Supplier has its registered office outside the country in which the JOST company that is the Supplier's business partner respectively the provider of these GTC has its principal legal place of business, we are also entitled to have all disputes arising out of or in connection with the business relationship with the Supplier, including disputes regarding the validity of contracts, finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS), excluding recourse to the ordinary courts of law. At the Supplier's request, we shall exercise this right of choice immediately before the proceedings begin. The arbitration court shall have its seat in Frankfurt a.M., Germany. The arbitration proceedings shall be held in German, unless the Supplier requests English as the language of the proceedings.
21.4. If the Supplier has its place of business in the Republic of China, the following applies in addition to section 21.3 of these GTC:
JOST is entitled to submit these disputes to the China International Economic and Trade Ar-bitration Commission (CIETAC) for arbitration, which shall be conducted in accordance with the arbitration rules of CIETAC in force at the time of the request for arbitration, supplemented by Chinese law. The arbitral award shall be final and binding on the parties. The number of arbitrators shall be three. The parties to the arbitration proceedings are free to appoint arbitra-tors outside the CIETAC Arbitration Court. The seat of the arbitration shall be in Shanghai. The proceedings shall be conducted in English.
These General Terms and Conditions are available in a German language version as well as in other national languages. In the event of any discrepancies between the German version and the respective national language version, the German language version alone shall prevail.