Home Terms of agreement General Terms of YAMAICHI ELECTRONICS Deutschland GmbH and of YAMAICHI ELECTRONICS Deutschland Manufacturing GmbH 1. General 1.1 Our conditions of sale and delivery (in what follows “terms of business”) apply exclusively to all of our business relationships with entrepreneurs, as understood in § 14 BGB ‐ German Civil Code ‐ (in what follows “purchasers”), as of 1st January 2011, whether entered into for the first time, ongoing or to be entered into in the future. They are also valid even in the event that when the respective business relationship is concluded they are not then referred to again. 1.2 Terms of our contractual partners that differ from our own terms of business will not be recognised unless we have expressly agreed to their validity in writing. 2. Offers, orders, conclusion of a contract 2.1 Our offers are in principle non‐binding and subject to confirmation unless they are explicitly designated as binding offers. The sending of our price list(s) is not to be regarded as an offer. The technical information, details of use and product descriptions contained in our brochures and other sales documents contain no offer to sign a guarantee agreement as it is outlined in § 443 BGB**. 2.2 Ordering a product and/or service includes the binding offer on the part of the purchaser to purchase that product or service. We are entitled to accept the contractual offer implicit in the order within two weeks of receiving the order. The acceptance of the offer can be made by us either in writing or by means of the delivery/execution to/for the purchaser of the product/service ordered. We reserve the right to refuse orders and to do so without written declaration or providing more detailed reasons for such decisions. If in doubt, no response from us after the expiry of the deadline for acceptance should be taken as rejection. 2.3 If the order is made electronically we will confirm receipt of the order immediately. The confirmation of receipt itself still does not constitute any binding acceptance of the order; however it can be conjoined with a declaration of acceptance on our part. 2.4 In the case of verbally agreed contracts the scope of service of our deliveries will be determined through our written affirmation of the contract. 3. Delivery 3.1 Partial deliveries or services rendered in part are permissible and oblige our contractual partner to pay the proportional price unless the partial delivery or service is unacceptable to them. 3.2 For supply contracts on demand the whole set of orders counts as having been ordered by the purchaser one calendar month after the expiry of the deadline agreed for the order or, if there is no agreed deadline, three calendar months after the contract is signed. 3.3 If the purchaser is entitled to the division of the on call contingents and does not conduct the division within one calendar month of the expiry of the respectively agreed order deadline or, if such a deadline has not been set, one month after requested by us, we may divide, deliver and charge for the complete set of orders at our discretion. 3.4 Our deliveries are made “ex works Munich” as long as nothing else has been explicitly agreed upon. In the case of a delivery “ex works” the seller’s and purchaser’s duties regarding the method of delivery are determined according to the International Commercial Terms (INCOTERMS® 2010) in their current amendment. 3.5 The delivery and service deadlines stated by us are non‐binding and subject to confirmation; they can be affected by delay in supply or production, or disruptions to operations. In the case of subsequent contractual amendments or supplementations, the delivery deadlines and dates will begin anew or be postponed correspondingly, even if they had already been confirmed by us beforehand. This holds insofar as in each respective case no differing agreement has been reached with the purchaser. 3.6 Should we default on delivery for reasons for which we are responsible, our liability will be limited to the foreseeable and direct average damage. 4. Default on acceptance 4.1 Should the purchaser default on acceptance or violate other cooperation obligations we are authorised, regardless of our duties in accordance with clauses 3.2 and 3.3, to withdraw from the contract at our discretion and to demand the damages accruing to us through the default or violation, including additional expenses. 4.2 In the case of default on acceptance, the risk of accidental loss or accidental deterioration of the delivered object shall devolve onto the purchaser as of the moment at which they defaulted on acceptance. 5. Prices and payments 5.1 Our prices are to be understood as being principally in net cash in Euros, ex works/warehouse Munich, plus dispatch and packaging costs, insofar as nothing else is agreed in writing. Regulatory charges, customs duties and taxes are to be paid separately in the respective amounts applicable at the time of invoicing. 5.2 In the case of a single order with a net value of less than €100.00 we are entitled to add an additional small‐order surcharge of €30.00 to our prices. 5.3 Our prices are valid for six weeks from the day the contract is signed. The agreed prices only apply to the respective completed order. 5.4 Price changes are admissible if there are more than six weeks between the signing of the contract and the agreed delivery date. If, after that period and until the completion of the delivery, the wages, material costs or cost prices (listed prices) rise in line with real market conditions or the exchange rates change, we will be entitled to raise the price appropriately, according to the increase in costs. 5.5 The first three deliveries will only be made if paid for in cash on delivery. For further followup deliveries our invoices are to be paid in full in net cash within 30 days of the date on which the invoice or an equivalent statement of payment is issued. 5.6 Payment deadlines are recognised as having been complied with if we have the amount at our disposal within the deadline. Our representatives and/or commissaries must only be paid by way of discharge if they provide evidence of a written authorisation of collection. 5.7 Should the purchaser default on their payment obligation, either in whole or in part, they must from this point onwards – notwithstanding our other further rights – pay default interest in the amount of 5% per year above the base interest rate set by the European Central Bank, insofar as we do not provide evidence of greater damages. 5.8 For each written warning regarding an invoice which is made after entering into default, we are entitled to demand a fixed processing fee of €5.00. 5.9 Offsetting or retention on the part of the purchaser is precluded unless the offsetting or retention claim is undisputed or established to be legally binding. We are entitled to avert the exercise of the right of retention by providing security, even without a guarantee. 5.10 If the purchaser ceases payments, has excessive debts, is subject to an application to open insolvency proceedings, or comes into default on the redemption of due drafts or cheques, our total claims will be due immediately. The same applies in the case of any other substantial decline in the purchaser’s financial standing. In these cases we are entitled to demand sufficient security and to withdraw from the contract. 6. Retention of title 6.1 The goods remain our property until the fulfilment of all claims existing between ourselves and the purchaser (goods subject to retention of title), even if individual goods have already been paid for. A pledge or chattel mortgage of the goods subject to retention of title is not permissible. 6.2 In the case of the resale or passing on of goods subject to retention of title – as permitted within the framework of proper business operations – the purchaser cedes to us, at that point in time and up until repayment of all claims due to us, all future claims accruing to them from the resale or passing on of the goods to their customers as security, without particular explanations being necessary at a later date. This also extends to outstanding balances, which arise within the framework of the existing current account relationships or with the termination of those kinds of relationships between the purchaser and their customers. If the goods subject to retention of title are resold or passed on together with other objects without a unit price having been agreed for the goods subject to retention of title, the purchaser cedes to us, with priority over any other claims, that part of the total asking price or the total price obtained by the passing on of the goods that corresponds to the price of the goods subject to retention of title invoiced by us. The purchaser is authorised to collect the assigned claims arising from the resale or passing on until this authorisation is revoked; they are however not entitled to use them in any other way e.g. by assignment. The purchaser must make the customer aware of the assignment on our request, as well as issue us with the documents necessary for asserting rights against their customers e.g. invoices, and provide us with all the necessary information. The purchaser shall bear all the costs of the collection and of any possible interventions. Should the purchaser receive an exchange on the basis of the authorisation granted to them to collect the assigned claim, the property listed in these papers is transferred to us with the recognised right of security. The handing over of the objects of exchange will be replaced by the agreement that the purchaser will take charge of them for us and then immediately deliver them to us with endorsement. If the equivalent value of the claim assigned to us in cheques is paid to the purchaser or to one of their financial institutions, they are obligated to disclose receipt immediately and to then make the payment. Ownership of the cheques is transferred to us, according to our recognised rights, as soon as the purchaser receives them. The handing over of the papers will be replaced by the agreement that the purchaser will take charge of them for us and then immediately deliver them to us with endorsement. 6.3 If the purchaser processes the goods subject to retention of title, transform them or amalgamate them with other objects, this processing, transformation or amalgamation takes place on our behalf. We will immediately become the owner of the objects produced by means of the processing, transformation or amalgamation. Should this not be possible on legal grounds, we and the purchaser agree that we will be the owner of the new objects at every step of the processing, transformation or amalgamation. The purchaser will keep the new objects safe for us with due professional care and diligence. The objects resulting from the processing, transformation or amalgamation count as goods subject to retention of title. In the case of processing, transformation or amalgamation with other objects not belonging to us, we are entitled to co‐ownership of the new objects in the ratio of the value of the processed, transformed or amalgamated goods subject to retention of title to the value of the new goods. In the case of sale or rental of the new objects, the purchaser herewith cedes to us their claim deriving from the sale or rental to their customers with all subsidiary rights as security, without further explanations being required at a later date. However, the transfer only applies in the amount that corresponds to the value of the processed, transformed or amalgamated goods subject to retention of title invoiced by us. The share of the claim assigned to us takes priority over the other claim. 6.4 Should the goods subject to retention of title be amalgamated with properties or movables by the purchaser, the purchaser also cedes to us the claim which is otherwise due to them as salary for the amalgamation with all subsidiary rights as security, without further particular explanations being required. 6.5 If the purchaser defaults on their payment obligation or on the redemption of due exchanges or cheques, either in whole or in part, or excessive debts or suspensions of payment arise, or an insolvency application is filed, we are authorised to immediately take back all goods still under retention of title. We can also make the further rights resulting from the retention of title immediately applicable. The same applies to any other substantial decline in the financial standing of the purchaser. The purchaser shall grant us or one of our commissaries access to their entire business premises during business hours. Demand for issuance or appropriation does not constitute withdrawal from the contract. We are entitled to utilise the goods subject to retention of title with due professional care and diligence and to pursue our own satisfaction, taking into account the open claims associated with the proceeds. 6.6 Should the value of the security exceed by more than 20% in total our claims against the purchaser resulting from the current business relationship, we are obliged on the request of the purchaser to release the security due to them at their discretion. 7. Claims of the purchaser in relation to defects 7.1 Only our description of the product or that of the manufacturer counts as an agreement on the quality of the goods. Public statements, promotion or advertising on the part of the manufacturer do not constitute contractual information regarding the quality of the goods. 7.2 The purchaser is obligated to fulfil their duties of inspection and notification of defects, as owed in accordance with § 377 HGB – German Code of Commercial Law ‐. Goods delivered by us count as having been approved in conformity with the contract if we do not receive a written notification from the purchaser within 14 days of receipt of the goods, or at the latest 18 days after their delivery ex works, in which is concretely disclosed what complaints are being raised. Quantity differences of less than 5% in mass‐produced articles do not constitute entitlement to a claim of defect. Insofar as nothing else is agreed in writing, our deliveries will each be performed to the standard existing at the time the order is made. 7.3 The claims are restricted at our discretion to removal of the defect or delivery of a defect‐free item (a supplementary performance). In the case of failure regarding the supplementary performance, the purchaser has the right to depreciate or to withdraw from the contract at their discretion. 7.4 Further claims of the purchaser, in particular those following from damages consequential to a defect, are in principle precluded. This does not apply in the case of malice, gross negligence or breach of fundamental contractual obligations by us, or in the case of injury of life, body or health. The right of the purchaser to withdraw from the contract remains unaffected. 7.5 Liability for defects which can be attributed to unsuitable or inappropriate use, defective assembly – in particular under non‐observance of the installation instructions – or start‐up by the purchaser or a third party, natural wear and tear, defective or negligent handling, unsuitable operating components or replacement materials, or chemical, electrochemical, electrical, electronic or weather influences is excluded, insofar as the fault cannot be attributed to us. 7.6 The warranty period for material defects ad defects of title is one year. 7.7 The purchaser will not receive guarantees in the legal sense from us. Manufacturers’ warranties remain unaffected by this. 8. Liability We will assume liability for claims for damages made by the purchaser as follows: a) Liability for personal injury is determined according to legal provisions. b) Liability for property damage is restricted to €250,000.00 per event and €500,000.00 in total. c) Liability for financial losses including direct losses and loss of profit is excluded. The limitations on liability under b) and the disclaimer of liability under c) do not apply insofar as mandatory liability applies for damages to privately used objects in accordance with the law concerning product liability, or in cases of malice, gross negligence or breach of fundamental contractual obligations, or the lack of guaranteed characteristics for damages that are typical and reasonably foreseeable for this type of contract. 9. Reservation of fulfilment/Embargo clause 9.1 Our fulfilment of the contract is under the reservation of there being no obstacles to it due to national or international regulations with regard to foreign trade law as well as there being no embargos and/or other sanctions opposing it. In particular, the purchaser is obligated to refrain from doing any business (a) with any persons, organisations or institutions that are on a sanction list under national banning lists, EU regulations or US export regulations; (b) with embargo states that are forbidden; (c) for which the required permit is not available or not applicable; (d) that are in any way related to the support, development, production or usage of chemical, biological or nuclear weapons of mass destruction. 9.2 The purchaser particularly agrees to inform us immediately and unprompted in writing in so far as he intends to deliver or use/utilise products or services that he received from us in or into regions that are subject to such provisions. He will indemnify us from any legal consequences that result from an infringement on such provisions and shall pay damages to the required extent if we suffer any causal damage. 9.3 The purchaser guarantees that he is not on any US‐American, European or national banning lists (e.g.: “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and Blocked Persons”) and that he is not in any way related to the support, development, production or usage of chemical, biological or nuclear weapons of mass destruction. The purchaser shall reimburse us for any and all damage that we suffer as a result of an infringement on this guarantee; in this regard the purchaser indemnifies us from third party claims. 9.4. Should the purchaser infringe on the above stated duties and guarantees, and a contract has already been concluded, we are not obligated to fulfil the contract. Additionally, we have the right to withdraw from the contract or terminate the contract with immediate effect. Should the purchaser infringe on the above stated duties and guarantees, and a contract has not yet been concluded, our declaration with respect to the conclusion of the contract shall be deemed retracted retroactively with immediate effect.” 10. Other issues, place of fulfilment, place of jurisdiction 10.1 Ancillary verbal agreements only count as part of the contract if they are confirmed by us in writing. 10.2 Should a clause of these contractual conditions be completely or partially void and/or ineffective, the remaining conditions will not be affected. Rather, an ineffective condition should be replaced by another which is as near as possible to the economic intention. 10.3 If the purchaser is a businessman, Munich is the exclusive place of jurisdiction. The same place of jurisdiction applies if at the time of instigation of a lawsuit the purchaser has no general place of jurisdiction in the Federal Republic of Germany. The purchaser is, however, entitled to call upon any responsible court which can be deemed legally responsible. 10.4 The laws of the Federal Republic of Germany apply. The Hague Convention of 1st July 1964, concerning uniform laws regulating international purchases, and the treaty of the United Nations of 11th April 1980, concerning contracts of international sale of movable objects, do not apply. Valid as of: 01.10.2015 Download Terms of agreement (PDF) Terms and Conditions of Purchase of YAMAICHI ELECTRONICS Deutschland GmbH and of YAMAICHI ELECTRONICS Deutschland Manufacturing GmbH – Edition 10/2015 Applicable to business transactions with companies, legal entities under public law and special funds under public law (supplier). 1. General Our Terms and Conditions of Purchase apply exclusively; general business terms and conditions of the supplier conflicting with or deviating from our Terms and Conditions of Purchase are only recognized insofar as we expressly agreed to them in writing. Acceptance or payment of goods and services from the supplier (hereinafter referred to as Products) does not constitute an agreement. 2. Conclusion of and Modifications to the Contract 2.1 Orders, contracts and order releases as well as modifications and supplements thereto must be placed and made in writing. 2.2 Oral agreements of any kind – including subsequent modifications and supplements to our Terms and Conditions of Purchase – must be confirmed by us in writing to become effective. 2.3 The written form requirement is also deemed complied with if communications are sent by remote data transmission or facsimile transmission. 2.4 Cost estimates are binding and are not to be compensated unless other‐wise expressly agreed. 2.5 We are entitled to cancel the order if the supplier does not accept the order within one week of receipt thereof. 2.6 Order releases within the framework of order and order release planning become binding if the supplier does not object within two working days of receipt thereof. 2.7 The Technical Supply Aggreement (Technische Lieferbedingungen) of YAMAICHI ELECTRONICS are an integral part of the contract, if relevant. 3. Delivery 3.1 Deliveries deviating from our contracts and orders are only admissible if given our prior written approval. 3.2 Agreed periods and dates are binding. Punctual compliance with the delivery periods and delivery dates is determined by the date of receipt of the goods by us. Unless delivery “free at factory gate (frei Werk/ DAP or DDP Incoterms 2010 )” is agreed, the supplier shall make the goods available in good time, taking account of the time for loading and shipment to be agreed with the forwarder. 3.3 If the supplier is responsible for set‐up or installation and unless other‐wise agreed, the supplier shall bear all the necessary incidental costs such as travel expenses, provision of tools and daily allowances, subject to the reservation of divergent regulations. 3.4 The provisions of statute shall apply if agreed dates are not met. If the supplier anticipates difficulties with respect to production, the supply of precursor material, compliance with the delivery period or similar circumstances that could interfere with supplier’s ability to deliver punctually or to deliver the agreed quality, the supplier must immediately notify our ordering department. 3.5 The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims to which we are entitled due to the delayed delivery or service; this applies pending full payment of the amounts owed by us for the delivery or service in question. 3.6 Partial deliveries are inadmissible in principle unless we expressly agreed to them or can reasonably be expected to accept them. 3.7 The values established by us during the incoming goods inspection shall determine the quantities, weights and measurements subject to the reservation of different values being proved. 3.8 We have the right to use software belonging to the scope of delivery, including the software documentation, to a legally permissible extent (§§ 69a ff. UrhG [German Copyright Act]). 3.9 We also have the right to use such software, including the software documentation, with the agreed performance characteristics and to the extent necessary for the use of the product in accordance with the agreement. We also have the right to make a backup copy even without an express agreement. 4. Force Majeure 4.1 Acts of God, operational disturbances without fault, unrest, governmental measures and other unavoidable events discharge us from our obligation to take punctual delivery for the duration of such event. During such events and for a two week period thereafter we are entitled – notwithstanding our other rights – to withdraw from the contract in whole or in part, provided that such events are not of inconsiderable duration and our requirements are considerably reduced as the goods have to be procured elsewhere as a result thereof. 4.2 The provisions of paragraph 4.1 above also apply in the case of labour disputes. 5. Advice of Dispatch and Invoice The details in our orders and order releases shall apply. An invoice showing the invoice number and other allocation references is to be sent in one copy to the respective printed mailing address; the invoice must not be enclosed with the shipments. 6. Pricing and Passing of Risk Unless otherwise agreed, the prices are “Delivered at Place” (DAP Inco‐terms 2010) including packaging. Value added tax (VAT) is not included. The supplier bears all risks of loss or of damage to the goods until the goods are received by us or by our representative at the location to which the goods are to be delivered in accordance with the contract. 7. Payment Terms Unless otherwise agreed, the invoice shall be paid either within 14 days subject to deduction of a 2 % discount or within 30 days without any deduction, with effect from the due date of payment and receipt of both the invoice and the goods or performance of the service. Payment is subject to invoice verification. 8. Claims Based on Defects 8.1 Acceptance is effected subject to the reservation of an examination for faultlessness, in particular also including accuracy and completeness, insofar and as soon as this is pertinent in the ordinary course of business. We will give notice of any defects found without undue delay after their discovery. To this extent the supplier waives the objection to delayed notification of defects. 8.2 The provisions of statute relating to defects as to quality and defects of title apply except insofar as otherwise provided herein below. 8.3 In principle we have the right to select the type of supplementary performance. The supplier may refuse the type of supplementary performance we selected if it is only possible at disproportionate expense. 8.4 In the event that the supplier does not commence rectifying the defect immediately after our request to remedy it, in urgent cases, especially to ward off acute danger or to prevent greater damage, we are entitled to undertake such rectification ourselves or to have it undertaken by a third party at the expense of the supplier. 8.5 In case of defects of title, the supplier shall also hold us harmless from any third party claims possibly existing, unless the supplier is not ac‐countable for the defect of title. 8.6 The limitation period for claims based on defects is 3 years – except in cases of fraudulent misrepresentation – unless the thing has been used in a building construction in accordance with its customary use and caused the defectiveness thereof. The limitation period commences when the Product is delivered (passing of risk). 8.7 If the supplier performs its obligation to effect supplementary performance by supplying a substitute product, the statute of limitations of the goods delivered in substitution shall start to run anew after delivery thereof unless, when effecting the supplementary performance, the supplier explicitly and appropriately made the reservation that the substitute delivery was effected purely as good will, to avoid disputes or in the interests of continuation of the delivery relationship. 8.8 Should we incur expenses as a result of the defective delivery of the Product, in particular transport, carriage, labor costs, assembly and disassembly costs, costs of material or costs of incoming goods control exceeding the normal scope of the control, such costs shall be borne by the supplier. 9. Product Liability and Recall 9.1 In the event a product liability claim is asserted against us, the supplier is obliged to hold us harmless from such claims if and to the extent the damage was caused by a defect in the Product supplied by the supplier. In cases of liability based on fault, this only applies, however, if the supplier is at fault. Insofar as the cause of the damage falls within the area of responsibility of the supplier, the supplier must prove that it is not at fault. 9.2 In the cases of paragraph 9.1 above, the supplier assumes all costs and expenses, including the costs of any legal action. 9.3 In all other respects the provisions of statute shall apply. 9.4 Prior to any recall action which is partially or wholly due to a defect in a Product supplied by the supplier, we shall notify the supplier, give the supplier the opportunity to collaborate and discuss with the supplier the efficient conduct of the recall action, unless no notification of or collaboration by the supplier is possible on account of the particular urgency. The costs of the recall action shall be borne by the supplier insofar as a recall action is due to a defect in a Product supplied by the supplier. 10. Rights of Withdrawal and Termination 10.1 In addition to the statutory rights of rescission we have the right to withdraw from or terminate the contract with immediate effect if the supplier has stopped supplying its customers, there is or threatens to be a fundamental deterioration to the financial circumstances of the supplier and as a result of this the performance of a supply obligation to us is in jeopardy, the supplier meets the criteria for insolvency or over‐indebtedness, or the supplier stops making its payments. 10.2 We also have the right to withdraw from or terminate the contract if the supplier files an application for insolvency or comparable debt settlement proceedings to be initiated with respect to its assets. 10.3 If the supplier rendered part performance, we only have the right to cancel the whole contract if we have no interest in the part performance. 10.4 If we withdraw from or terminate the contract by virtue of the foregoing contractual rescission rights or respective termination rights, then the supplier must compensate us for the loss or damage incurred as a result, unless the supplier was not responsible for the rights arising to withdraw from or terminate the contract. 10.5 Statutory rights and claims shall not be limited by the regulations included in this Section 10. 11. Conducting Work The liability for accidents suffered by these persons on our factory premises is excluded except to the extent caused by willful or gross negligent breach of duty by our legal representatives or persons employed in the performance of our obligations. 12. Provision of Materials Materials, parts, containers and special packaging provided by us remain our property. These may only be used as designated. The materials are processed and parts assembled for us. It is agreed that we are co‐owner of the products manufactured with our materials and parts in proportion to the value of the materials or parts provided in relation to the value of the whole product; such products shall be kept safe for us by the supplier to this extent. 13. Documentation and Confidentiality 13.1 The supplier shall keep confidential with respect to third parties all business and technical information made available by us (including features which may be derived from objects, documents or software provided and any other knowledge or experience) as long and to the extent that it is not proven public knowledge, and it may only be made available to those persons in the supplier’s business facility who necessarily need to be involved in the use thereof for the purpose of delivery to us and who are also committed to confidentiality; the information remains our exclusive property. Without our prior written consent, such information must not be duplicated or exploited commercially – except for deliveries to us. At our request, all information originating from us (if appropriate also including any copies or records made) and loaned items must be, without undue delay, returned to us in full or destroyed. We reserve all rights to such information (including copyright and the right to file for industrial property rights such as patents, utility models etc.). In the event this is provided to us by third parties, the reservation of rights also applies for the benefit of such third parties. 13.2 Products manufactured on the basis of documentation drafted by us such as drawings, models and the like, or based on our confidential information, or manufactured with our tools or with tools modeled on our tools, may neither be used by the supplier itself nor offered or supplied to third parties. This also applies analogously to our print orders. 14. Export Control and Customs 14.1 The supplier shall be obliged to inform us about any applicable (re‐) ex‐port licence requirements for the Products under German, European or US export control law and customs regulations as well as the export control law and customs regulations of the country of origin of the Products. Therefore, at least in his offers, order confirmations and invoices the supplier shall provide the following information with respect to the Products: export list number (Ausfuhrlistennummer) pursuant to Annex AL to the German Foreign Trade and Payments Regulation (Außenwirtschaftsverordnung) or any comparable export list information of applicable export lists; ECCN (Export Control Classification Number) for US‐goods (including technology and software) pursuant to the US Export Ad‐ministration Regulations (EAR); country of origin of the Products and of the components thereof, including technology and software; any transport of the Products through USA, manufacture or stocking of the Products in the USA and whether the Products have been manufactured by using US technology; HS‐Code of the Products; and a contact person in his organisation to provide further information to us upon request. Upon our request the supplier shall provide any other foreign trade data with respect to the Products and their components in written form and shall inform us on all changes to such data without undue delay and prior to supply to us. 14.2 The fulfilment of the contract is under the reservation of there being no obstacles to it due to national or international regulations with regard to foreign trade law as well as there being no embargos and/or other sanctions opposing it. In this regard, the supplier guarantees to refrain from doing any business (a) with any persons, organisations or institutions that are on a sanction list under national banning lists, EU regulations or US export regulations; (b) with embargo states that are forbidden; (c) for which the required permit is not available or not applicable; (d) that are in any way related to the support, development, production or usage of chemical, biological or nuclear weapons of mass destruction. Furthermore, the supplier guarantees that he and, respectively, his employees and/or his suppliers are not on any US‐American, European or national banning lists (e.g.: “Entity List”, “Denied Persons List”, “Specifically Designated Nationals and Blocked Persons”) and that he/they is/are not in any way related to the support, development, production or usage of chemical, biological or nuclear weapons of mass destruction. Should the supplier infringe on this guarantee and a contract has already been concluded, we are not obligated to fulfil the contract. Additionally, we have the right to withdraw from the contract or terminate the contract with immediate effect. Furthermore, the supplier is obligated to reimburse us for any and all damage including expenses that result from an infringement on this guarantee; in this regard the supplier indemnifies us from third party claims. Should the supplier infringe on this guarantee and a contract has not yet been concluded, our offer shall be deemed retracted retroactively with immediate effect. We are not obligated to conclude a contract. In addition, the supplier is obligated to reimburse us for any and all damage including expenses that result from an infringement on this guarantee; in this regard the supplier indemnifies us from third party claims.” 15. Compliance 15.1 The supplier shall comply with the respective statutory provisions governing the treatment of employees, environmental protection and health and safety at work and to work on reducing the adverse effects of its activities on human beings and the environment. Further, the supplier shall comply with the principles of the UN Global Compact Initiative relating basically to the protection of international human rights, the right to collective bargaining, the abolition of forced labour and child labor, the elimination of discrimination when personnel is engaged and employed, the responsibility for the environment and the prevention of corruption. Further information on the UN Global Compact Initiative is available at: www.unglobalcompact.org. 15.2 In the event that a supplier repeatedly violates the law and/or violates the law despite being given respective advice, and fails to evidence that the violation of the law has been cured as far as possible and that appropriate precautions have been taken to avoid violations of the law in future, we reserve the right to terminate or withdraw from existing contracts with‐out notice. 16. Place of Performance The place of performance is the place to which the goods are to be delivered in accordance with the contract or where the service is to be rendered. 17. Miscellaneous 17.1 If one of the provisions of these Terms and Conditions and of additional agreements reached should be or become ineffective, this shall not affect the validity of the Terms and Conditions in other respects. The parties hereto are obliged to agree upon a provision to replace the ineffective provision that approximates as closely as possible the economic intent of the ineffective provision. 17.2 The contractual relationships shall be governed exclusively by German law excluding the conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). 17.3 The venue for all legal disputes arising either directly or indirectly out of contractual relationships based on these Terms and Conditions of Purchase shall be Munich. We further have the right to take legal action against the supplier at a court with jurisdiction over the registered office or branch office of the supplier or at the court with jurisdiction over the place of performance at our discretion. Edition 10/2015 Download Terms and conditions of purchase (PDF) Company Our Sites Press Yamaichi Group Contact General Contacts Sales Europe & Key Account European Distributors Downloads Newsletter subscription E-Mail* 2021 Yamaichi. ®All Rights Reserved Terms of use Terms of agreement Privacy Policy Imprint