PPM High Purity Metals GmbH
This is a non-binding English translation of the German-language "Allgemeine Einkaufsbedingungen der PPM High Purity Metals GmbH" provided for convenience. In the event of any discrepancy, the German version is controlling (see Clause 24.3).
1.1 These General Terms and Conditions of Purchase, hereinafter "GTCP", apply to all orders, contracts and other procurement transactions of PPM High Purity Metals GmbH, Hoppenstedter Straße 6, 38835 Osterwieck, Germany, hereinafter "PPM", for goods, work performance and other services.
1.2 These GTCP apply exclusively to traders within the meaning of section 14 of the German Civil Code (BGB), legal entities under public law and special funds under public law.
1.3 These GTCP also apply to all future orders and contracts with the supplier, provided they are effectively incorporated at the time the contract is concluded. This also applies if PPM does not again expressly refer to their content when a later contract is concluded, provided the supplier has previously had the opportunity to become acquainted with them.
1.4 Deviating, conflicting or supplementary terms and conditions of the supplier do not become part of the contract unless PPM expressly agrees to their application in text form. Unconditional acceptance of a delivery or service, or payment by PPM, does not constitute acceptance of the supplier's terms and conditions.
1.5 If the supplier accepts an order by order confirmation, delivery, performance or commencement of performance, this does not constitute PPM's acceptance of the supplier's deviating terms. To the extent that effectively incorporated terms and conditions of both parties conflict, the statutory provisions apply in place of the conflicting provisions.
1.6 Individual agreements between PPM and the supplier take precedence over these GTCP. The content of such agreements is governed by a contract or confirmation issued by PPM in text form. Mandatory statutory provisions remain unaffected.
2.1 Orders, changes, supplements, call-offs and other declarations by PPM are binding only if issued by employees of PPM authorised to do so, at least in text form. Verbal declarations become binding only upon confirmation by PPM in text form.
2.2 The supplier shall confirm the order within the acceptance period stated therein. If no acceptance period is stated, the order may be accepted within five working days of its receipt. Upon expiry of this period, PPM's offer lapses unless PPM expressly declares, at least in text form, that it wishes to maintain the order. A late order confirmation is deemed a new offer by the supplier and requires an express declaration of acceptance by PPM, at least in text form.
2.3 If the order confirmation deviates from the order, the supplier shall clearly and completely identify the deviations. A deviating order confirmation is deemed a new offer by the supplier. A contract on the deviating terms is concluded only if PPM expressly agrees thereto in text form.
2.4 Silence on the part of PPM in response to an order confirmation, a commercial letter of confirmation or any other declaration by the supplier does not constitute acceptance.
2.5 The following order of precedence applies to the type and scope of the delivery or service owed:
2.6 In the event of contradictions, the higher-ranking document prevails. Specific provisions take precedence over general provisions.
2.7 Offers, cost estimates, consultations, demonstrations, samples, specimens and the preparation of technical documents are free of charge for PPM unless expressly agreed otherwise in text form in advance.
2.8 The preparation of an offer and other pre-contractual activities do not entitle the supplier to the award of an order.
2.9 Order confirmations, queries relating to orders and other order-related declarations shall be sent to einkauf@ppmhpm.com, unless a different address is stated in the order.
3.1 PPM is entitled to request changes to the scope of delivery or service, the specification, the design, the quantity or the delivery date, provided the change is reasonable for the supplier taking into account its operational and technical capabilities.
3.2 The supplier shall inform PPM in text form, without undue delay and at the latest within five working days of receipt of the request for change, of the effects of the change on price, delivery date, quality, approvals and other contract terms. The effects shall be presented in a comprehensible and verifiable manner.
3.3 Additional costs will only be reimbursed if they are directly caused by the change, necessary and reasonable in kind and amount, verifiably substantiated by the supplier, and approved by PPM in text form before they are incurred.
3.4 If a change results in cost savings, the agreed price shall be reduced accordingly.
3.5 A postponement of the agreed delivery date shall occur only to the extent that the delay caused by the change cannot be avoided or shortened despite reasonable measures taken by the supplier and the supplier has informed PPM thereof without undue delay.
3.6 Until agreement is reached on the consequences of a change, the supplier shall continue to perform the parts of the order not affected by the change in accordance with the contract, to the extent reasonable for it.
3.7 If a requested change is unreasonable for the supplier, it shall notify PPM thereof without undue delay, stating its reasons. In such a case, the parties shall agree on an appropriate solution. PPM's statutory rights remain unaffected.
4.1 The prices stated in the order are fixed prices unless expressly agreed otherwise.
4.2 The agreed price covers all services and expenses required for complete and contractual performance. Unless expressly agreed otherwise, this includes in particular packaging, transport, loading and load securing, freight, insurance, customs duties and other charges, travel and accommodation costs, expenses, inspections, documentation, permits, licence fees, remuneration for intellectual property rights, assembly and commissioning costs, and the return or disposal of packaging material. Statutory value added tax is not included in the price, to the extent it must be shown separately.
4.3 If the supplier's net list prices generally applicable to the specific subject matter of the contract are reduced before complete delivery or performance, PPM may demand a corresponding reduction of the agreed price, provided the price is based on the relevant list and no deviating individual price agreement has been made.
4.4 If an order contains no price or only an indicative price, a contract on the final price is concluded only once PPM has expressly approved, at least in text form, the price offered by the supplier. Performance without prior price approval is at the supplier's own risk.
4.5 Additional services and additional costs are remunerated only if PPM has expressly ordered or approved them, at least in text form, before they are carried out. This does not apply to measures that are absolutely necessary to avert an immediate danger and for which prior approval could not be obtained. In such a case, PPM shall be informed without undue delay.
4.6 For prices based on weight, the net weight determined at the agreed destination on a calibrated scale is controlling, unless an official weighing or a deviating agreement exists. PPM will provide the supplier with proof of weighing on request. In the event of significant discrepancies, the parties shall agree on a check weighing or arbitration weighing.
5.1 The delivery and performance dates as well as delivery and performance periods stated in the order are binding.
5.2 For deliveries of goods, compliance with the deadline is determined by the complete receipt of the contractual goods, including the documentation owed, at the agreed destination. For services subject to acceptance, timely achievement of readiness for acceptance is controlling.
5.3 If the supplier becomes aware that an agreed deadline is likely not to be met, it shall inform PPM in text form without undue delay. The notification must state at least the cause, the anticipated extent and duration, the delivery quantities or services affected, the effects on further deliveries, the countermeasures already initiated and a reliable action and delivery plan.
5.4 Notification of a delay does not release the supplier from its obligation to perform on time and does not affect PPM's rights.
5.5 The supplier shall take all reasonable measures to prevent, eliminate or shorten a delay. The supplier bears the additional costs of such measures to the extent it is responsible for the delay.
5.6 In the event of default in delivery or performance, PPM has the statutory rights. In particular, PPM is entitled, subject to the statutory requirements, to demand performance and compensation for the damage caused by the delay, to rescind the contract, or to claim damages in lieu of performance. A grace period is not required to the extent it is dispensable under statutory provisions.
5.7 To the extent a delivery or performance date is expressly designated in the order as subject to a contractual penalty and the supplier is in default with the relevant delivery or performance, PPM is entitled to demand a contractual penalty of 0.1 percent of the net remuneration actually owed for the delayed portion of the delivery or performance, for each completed working day of default. The contractual penalty is capped at a total of 5 percent of that net remuneration. PPM shall reserve the right to assert the contractual penalty at the latest upon acceptance of the delayed delivery or performance. A reservation declared upon acceptance may be quantified and asserted until final payment. The assertion of further damages remains unaffected. A forfeited contractual penalty shall be credited against any claim for damages arising from the same delay.
5.8 Early deliveries, partial deliveries, excess or short deliveries as well as deliveries outside the goods-receiving hours specified by PPM require PPM's prior consent, at least in text form.
5.9 PPM is entitled to return uncoordinated early deliveries at the supplier's cost and risk, or to store them until the agreed delivery date. In this case, payment periods shall commence at the earliest on the agreed delivery date.
5.10 Additional costs arising from non-compliance with delivery or shipping instructions, incomplete shipping documents, incorrect labelling, delayed documentation, or unagreed partial or advance deliveries shall be borne by the supplier to the extent it is responsible for the cause.
6.1 The supplier shall package the goods properly, safely, in compliance with the law and taking into account the agreed mode of transport. Packaging and load securing must in particular correspond to the properties of the goods, the transport route, statutory provisions and PPM's specifications.
6.2 Environmentally compatible, recyclable packaging limited to the necessary extent is to be preferred. At PPM's request, the supplier shall take back packaging at its own expense, unless a different statutory or contractual arrangement applies.
6.3 Each shipment shall be accompanied by a delivery note or packing slip. This must contain at least the order number and order item, order date, article number and article description, delivery quantity, batch, lot or serial number (if available), gross and net weight, type of packaging and number of packages, supplier number (if known), and the designation as a partial or remaining delivery.
6.4 The agreed shipping, inspection, quality, customs, origin and hazardous-substance documents shall be provided completely and in good time.
6.5 For deliveries by truck that are unloaded by PPM employees, safe side unloading must be possible, unless the order or delivery guideline contains a deviating specification.
6.6 For deliveries of goods, the supplier bears the risk of accidental loss and accidental deterioration until contractual handover at the agreed destination.
6.7 For work performance subject to acceptance, the supplier bears the risk until acceptance.
6.8 To the extent a delivery term under the Incoterms® is agreed in the order, the Incoterms® 2020 of the International Chamber of Commerce (ICC) apply. The relevant delivery term and the associated named place or port must be clearly stated in the order.
6.9 A revised version of the Incoterms® published after conclusion of the contract shall apply only if the parties expressly agree thereto, at least in text form.
6.10 The agreed Incoterms® clause exclusively governs the delivery obligations covered by it as well as the allocation of costs and risk. Provisions of these GTCP regarding transfer of title, remuneration, payment, defect rights and applicable law remain unaffected, unless expressly agreed otherwise.
6.11 Title to the delivered goods passes to PPM at the latest upon handover. A simple retention of title by the supplier remains unaffected, provided it does not exceed the statutory security purpose. Extended and prolonged retention of title arrangements are not recognised unless PPM has expressly agreed to them in text form.
7.1 The supplier warrants that all deliveries and services conform to the order and the agreed specifications, are fit for the expressly agreed purpose or the purpose recognisable to the supplier, correspond to the state of the art agreed at the time the contract was concluded, are free of material and legal defects, and comply with all statutory, official and technical requirements applicable at the agreed destination.
7.2 The supplier shall maintain a quality management system appropriate to the nature, scope and risk of the delivery or service and shall ensure conformity through suitable inspections.
7.3 To the extent agreed or required by the nature of the delivery, the supplier shall provide PPM in particular with works or acceptance test certificates, analysis certificates, declarations of conformity and incorporation, material certificates, measurement and test records, calibration certificates, evidence of origin and preferential origin, traceability records, operating, maintenance and safety instructions, spare parts and wear parts lists, and other documents required by law or contract.
7.4 The supplier may not make any material changes that could affect the agreed properties, safety, usability, approval, traceability or ability to deliver, without PPM's prior consent, at least in text form. This applies in particular to changes to starting materials or substances, formulations, manufacturing processes, test methods, production sites, quality-relevant equipment, software or firmware versions, material sub-suppliers, or packaging or labelling.
7.5 The supplier shall notify PPM of planned changes sufficiently in advance to allow PPM to review their effects and, if necessary, carry out a re-qualification.
7.6 If the supplier becomes aware of a quality, safety or conformity risk after delivery, it shall inform PPM without undue delay. The information must identify the affected products, batches, periods, risks, causes and recommended measures.
7.7 The supplier shall ensure the traceability of quality- and safety-relevant deliveries. The related manufacturing, inspection, release, batch, material and traceability records shall be retained for at least five years from complete delivery. For raw materials, hazardous substances, safety-critical products, series- or batch-related deliveries, and deliveries that are incorporated into PPM's products or further processed, mixed, decanted or otherwise altered by PPM, the retention period is at least eleven years, unless a deviating longer period is stated in the order.
7.8 To the extent statutory provisions, regulatory requirements, a quality assurance agreement or other product-specific requirements provide for a longer retention period, the longer period shall apply.
7.9 During the retention period, the supplier shall ensure that the records are complete, legible, protected against unauthorised alteration and available within a reasonable period. The records shall be made available to PPM upon its justified request.
7.10 Before intending to destroy quality- or safety-relevant records after expiry of the retention period, the supplier shall, upon request, give PPM the opportunity to take over the records, unless statutory, data-protection or other mandatory reasons preclude this.
8.1 The supplier warrants that its deliveries and services comply with all applicable product, chemicals, hazardous substances, environmental, occupational safety and safety-law requirements.
8.2 To the extent relevant to the specific delivery, the applicable requirements of product safety law, chemicals law and the European provisions on the registration, evaluation, authorisation, restriction, classification, labelling and packaging of substances and mixtures shall in particular be complied with.
8.3 For substances and mixtures, the supplier shall, at the latest with the first delivery, provide a current and legally compliant safety data sheet in the German language, together with any required exposure scenarios. Updated safety data sheets shall be transmitted to PPM without undue delay and without being requested to do so.
8.4 The supplier shall inform PPM before delivery, at least in text form, if the delivery contains substances of very high concern, is subject to statutory restrictions or authorisation requirements, is classified as a hazardous substance or dangerous good, triggers special storage, transport, use or disposal requirements, or must be assessed differently due to a change in law, a reclassification or new scientific findings.
8.5 Required labelling, dangerous goods information, packaging regulations and transport documents shall be provided completely and in compliance with the law.
8.6 The supplier shall inform PPM without undue delay of regulatory measures, prohibitions, restrictions, safety warnings, recalls or other circumstances that may impair the marketability, safety or contractual use of the delivery.
8.7 The supplier undertakes to reduce avoidable environmental burdens and to use natural resources, energy and packaging materials appropriately and efficiently.
9.1 When working on PPM's premises or at its business locations, the supplier shall comply with all statutory and operational safety, environmental, access and conduct regulations.
9.2 PPM's effectively incorporated Contractor Site and Safety Rules form part of the contract. In the event of contradictions between these GTCP and the Contractor Site and Safety Rules, the more specific safety provisions of those Rules shall prevail for activities on the premises.
9.3 The supplier may only deploy personnel who are sufficiently qualified, instructed and suitable for the respective activity. It shall submit the required evidence of qualification, competence and instruction upon request.
9.4 Safety-related instructions of the PPM employees responsible therefor shall be complied with. The supplier's technical and employment-law responsibility for its employees and agents remains unaffected.
9.5 Accidents, near misses, releases of hazardous substances, property damage, safety violations and other safety-relevant events shall be reported to PPM without undue delay.
9.6 Work involving particular hazards may only commence after the required risk assessment has been carried out and, where necessary, after a work permit has been issued.
9.7 The supplier shall ensure that its employees and subcontractors comply with the provisions of this Clause and with the Contractor Site and Safety Rules.
10.1 The supplier may transfer material contractual obligations to subcontractors only with PPM's prior consent, at least in text form. Consent shall not be unreasonably withheld.
10.2 The supplier shall inform PPM in good time before deployment of the identity, scope of services and place of deployment of the intended subcontractor.
10.3 The supplier is liable for the conduct of its subcontractors, suppliers and other vicarious agents as for its own conduct.
10.4 The supplier shall comply with all employment, social security, minimum wage, occupational safety and residence-law obligations applicable to it. It shall ensure that these obligations are also complied with by any subcontractors and temporary employment agencies it engages. The supplier shall indemnify PPM against justified third-party claims, in particular claims by employees deployed by the supplier or its subcontractors and by social security institutions, to the extent such claims are based on a breach of the Minimum Wage Act (MiLoG), the Posted Workers Act (AEntG) or other mandatory minimum working conditions by the supplier, a subcontractor engaged by it, or a temporary employment agency. The indemnification also covers the necessary and reasonable costs of legal defence. PPM shall inform the supplier without undue delay of any claim asserted against it and give the supplier the opportunity to participate in reviewing and defending against the claims, to the extent reasonable in the circumstances.
10.5 The deployment of employees of the supplier or its subcontractors does not establish an employment relationship with PPM. The supplier remains solely responsible for the selection, instruction, remuneration and supervision of its personnel.
10.6 Temporary agency work is permitted only if expressly agreed and all statutory requirements are met.
11.1 For services subject to acceptance, the supplier shall notify PPM of readiness for acceptance, at least in text form. Acceptance is declared, at least in text form, after the agreed tests have been successfully carried out. Payments, partial payments, PPM's participation in tests, approval of technical documents, and provisional use for testing, trial or production purposes do not, in themselves, constitute acceptance. The statutory provisions on acceptance otherwise remain unaffected.
11.2 In the ordinary course of business, PPM inspects incoming goods for externally recognisable defects, identity, quantity and recognisable transport damage.
11.3 PPM's duty to inspect is limited to defects that become apparent during a goods receipt inspection by external examination, including the delivery documents, and during a sample inspection appropriate to the type and scope of the delivery.
11.4 PPM shall give notice of open defects within ten working days of delivery. PPM shall give notice of hidden defects within ten working days of their discovery. Timely dispatch of the notice of defect is sufficient to meet the deadline.
11.5 To the extent the supplier is required, pursuant to a quality assurance agreement or other agreement, to carry out and document its own inspections, PPM may reasonably reduce the scope and intensity of its own goods receipt inspection.
11.6 Further statutory duties of inspection and notice of defects are modified, to the extent legally permissible, in accordance with the foregoing provisions. In the event of fraudulent concealment of a defect, the supplier may not invoke a late inspection or notice of defect.
12.1 PPM has the statutory rights in the event of material and legal defects, except as otherwise supplemented below.
12.2 By way of cure, PPM may, at its own discretion, demand the remedy of the defect or the delivery of a defect-free item, provided the chosen type of cure is not disproportionate for the supplier.
12.3 The supplier bears all expenses required for the purpose of inspection and cure. To the extent owed by law or attributable to the supplier, this includes in particular transport and travel expenses, labour and material costs, removal and installation costs, sorting and inspection costs, costs of defect analysis, and costs of any necessary recommissioning.
12.4 In urgent cases, PPM is entitled, after informing the supplier in advance, to remedy a defect itself or have it remedied by a third party, if there is a danger to persons, the environment or significant property values, a production stoppage or significant operational impairment is imminent, the supplier cannot be reached in time, or cure by the supplier is not possible within the required time. The supplier bears the necessary and reasonable costs to the extent it is responsible for the defect or the costs are to be borne by it under statutory provisions.
12.5 The limitation period for defect claims relating to deliveries of goods is 36 months from the passing of risk, unless a longer statutory period applies or a deviating period is expressly agreed in the order.
12.6 For services subject to acceptance, the limitation period commences upon acceptance. For structures and items that have been used in accordance with their customary use for a structure and have caused its defectiveness, at least the statutory limitation periods apply.
12.7 For repaired or replaced parts, the limitation period recommences if and to the extent the supplier has acknowledged the defect or has not carried out the cure merely as a gesture of goodwill or for the amicable settlement of a dispute. The recommencement is limited to the remedied defect and the parts affected.
12.8 For periods during which the delivery or service cannot be used in accordance with the contract due to a defect, the running limitation period is extended by the duration of the interruption of use, to the extent the supplier is responsible for the defect.
12.9 In the event of material series, batch, system or process defects, the supplier shall promptly submit a documented root-cause analysis and initiate suitable corrective and preventive measures.
12.10 If, due to a material series, batch, system or process defect, there is a justified risk that further deliveries of the same kind are affected, PPM is entitled, subject to the statutory requirements, to terminate or rescind not yet fully performed orders relating to the affected or similar deliveries, in whole or in part, to the extent that continuing the contract is unreasonable for PPM.
13.1 If a third party asserts a claim against PPM for a product defect caused by a delivery or service of the supplier, the supplier shall indemnify PPM internally to the extent the damage is based on a circumstance for which the supplier or its vicarious agents are responsible.
13.2 The supplier shall comprehensively support PPM in clarifying and defending against claims and in connection with regulatory measures, and shall promptly provide all information and documents required for this purpose.
13.3 If a warning, market action, safety correction, sorting, replacement measure or recall becomes necessary due to a defect or safety risk, the supplier shall bear the necessary and reasonable costs to the extent the measure was caused by a circumstance for which it is responsible. PPM will inform the supplier before carrying out the measure and give it the opportunity to participate, to the extent reasonable in view of the urgency.
13.4 The supplier shall maintain, for the duration of the contract and for a period thereafter reasonable given the nature and risk of the delivery or service, adequate insurance cover with an insurer authorised in the European Union or the European Economic Area. To the extent insurance is structured on a claims-made basis, an extended reporting period or run-off cover of at least five years after complete performance of the contract must exist.
13.5 Unless deviating requirements are specified in the order, the supplier shall maintain at least commercial general and product liability insurance with a coverage amount of EUR 5,000,000 per occurrence, combined for personal injury, property damage and resulting financial loss. The annual aggregate limit must be at least twice the coverage amount per occurrence.
13.6 To the extent the nature of the delivery or service gives rise to corresponding risks, the supplier shall additionally maintain the following insurance policies:
13.7 Depending on the nature, scope, order value and risk potential of the delivery or service, PPM is entitled to specify deviating or additional insurance requirements in the order. In particular, in the event of increased risk to persons, the environment, products, installations or business interruption, PPM may require commercial general and product liability insurance with a coverage amount of at least EUR 10,000,000 per occurrence, as well as further or higher coverage.
13.8 For deliveries or services with low risk potential, PPM may permit lower coverage amounts or waive individual types of insurance in the order or in a separate agreement. Any such deviation requires approval by PPM, at least in text form, and applies exclusively to the specified order or scope of services.
13.9 The supplier shall provide PPM with suitable evidence of insurance before commencing the delivery or service, and thereafter upon request. The evidence must indicate at least the insurer, the type of insurance, the insured field of activity, the coverage amounts, the annual aggregate limit and the policy term.
13.10 The supplier shall notify PPM without undue delay of any termination, restriction, material change or lapse of the required insurance cover.
13.11 The existence or non-existence of insurance, and the amount of any coverage sum, do not limit the supplier's contractual or statutory liability.
14.1 The supplier warrants that the contractual use of the goods and services delivered by it does not infringe any intellectual property rights or other third-party rights.
14.2 If a third party asserts a claim against PPM for an alleged infringement of intellectual property rights, the supplier shall indemnify PPM against justified claims to the extent the infringement was caused by the contractual delivery or service and originates from the supplier's sphere of responsibility or risk.
14.3 The indemnification covers the necessary and reasonable costs of legal defence. PPM will inform the supplier without undue delay of the claim asserted and enable it to participate appropriately in the defence.
14.4 The indemnification obligation does not apply to the extent the infringement is based exclusively on mandatory instructions from PPM and the supplier neither knew of the infringement nor should have recognised it when exercising the diligence customary in the trade.
14.5 In the event of an infringement of intellectual property rights, the supplier shall, at its own expense and at PPM's discretion, either procure the necessary right of use, modify or replace the delivery such that no intellectual property rights are infringed and the contractually agreed function is maintained, or take back the delivery and reimburse PPM the price paid and the necessary consequential costs. Further statutory rights remain unaffected.
14.6 To the extent the supplier creates copyrighted or otherwise protected work results under the contract, it grants PPM, upon complete payment, the rights of use required for the purpose envisaged by the contract, to the necessary extent as to time, territory and content. Further-reaching or exclusive rights require an express agreement.
14.7 Pre-existing rights, methods, tools and know-how of the supplier remain with the supplier. To the extent their use is necessary for the contractual use of the delivery or service, the supplier grants PPM a corresponding right of use.
15.1 Drawings, models, samples, calculations, data, specifications, tools, fixtures and other documents or equipment made available by PPM to the supplier remain the property of PPM.
15.2 The supplier may use these items and information exclusively for the performance of the respective contract. Use for its own purposes or for the purposes of third parties is not permitted.
15.3 The items and information may not be reproduced, altered, made accessible to third parties or used outside the agreed purpose without PPM's prior consent.
15.4 The supplier shall keep the items carefully, protect them appropriately against loss, damage and unauthorised access and, where necessary, mark them as PPM's property.
15.5 Upon completion or termination of the contract, the supplier shall, upon request, promptly return the items and documents provided or, to the extent legally permissible and required by PPM, delete or destroy them in a demonstrable manner. Statutory retention obligations remain unaffected.
15.6 Processing, transformation or combination of items provided by PPM is carried out for PPM. If third-party rights exist, the parties shall agree on an appropriate allocation of proprietary rights.
16.1 The supplier shall treat as confidential all non-public commercial, technical, operational and other information of PPM that becomes known to it in connection with the business relationship.
16.2 Confidential information may be used exclusively for the performance of the contract and made accessible only to such employees, advisors or approved subcontractors who require it for contract performance and who are bound by an at least equivalent duty of confidentiality. The supplier shall take appropriate technical and organisational confidentiality measures, taking into account the nature, sensitivity and significance of the information. These shall in particular include appropriate access, authorisation, disclosure, storage, retention and deletion controls.
16.3 The confidentiality obligation does not apply to information that the supplier can demonstrate it already lawfully knew without any obligation of confidentiality, has independently developed, has lawfully received from an authorised third party, is or becomes publicly known without breach of duty, or must disclose pursuant to a statutory or regulatory obligation.
16.4 Before any legally or officially required disclosure, the supplier shall inform PPM without undue delay, to the extent legally permissible.
16.5 Publications, references and the use of PPM's company name, trademarks or other designations require PPM's prior consent, at least in text form.
16.6 The obligations under this Clause continue for five years after termination of the business relationship. For trade secrets, they continue for as long as the relevant information constitutes a trade secret.
17.1 The parties shall process personal data exclusively within the framework of the applicable data protection provisions.
17.2 Information on the processing of personal data by PPM in the context of the business relationship is contained in the Privacy Policy of PPM High Purity Metals GmbH in its respective current version.
17.3 If the supplier processes personal data on behalf of PPM, such processing may only commence after conclusion of a data processing agreement complying with statutory requirements.
17.4 The supplier shall implement appropriate technical and organisational measures to protect PPM's information, systems and data against loss, manipulation, unauthorised access, malware and other security risks.
17.5 Information security or data protection incidents that affect or may affect PPM's data, systems, access, deliveries or business processes shall be reported to PPM without undue delay. The supplier shall support PPM, to the necessary and reasonable extent, in assessing, containing, clarifying and remedying the incident and in complying with applicable statutory reporting, evidentiary and information obligations, in particular under the BSI Act (BSIG) and the GDPR. The report must contain the facts known at that time, the affected systems, data and services, the potential effects, and the countermeasures already initiated or planned. Information not yet available shall be provided without undue delay.
17.6 Access to PPM's systems may be used exclusively for the agreed purpose, by authorised persons, and in compliance with PPM's security requirements. Access credentials shall be used on a personal basis and kept secret.
17.7 Upon termination of the contract, access rights and credentials relating to PPM, as well as PPM data carriers and data, shall be promptly returned, blocked or securely deleted as instructed by PPM, unless statutory retention obligations preclude this.
18.1 The supplier shall comply with all statutory provisions applicable to it and to the respective delivery or service. This applies in particular to provisions on anti-corruption, anti-money laundering, export control, sanctions, human rights, occupational safety, the environment and fair competition.
18.2 The supplier may neither directly nor indirectly offer, grant, demand or accept improper advantages.
18.3 The supplier shall inform PPM without undue delay if the delivery or service is subject to export control restrictions, if permits are required, if the supplier, a sub-supplier or a beneficial owner is affected by a relevant sanctions measure, if the customs tariff number, origin, export control classification or permit status changes, or if the contractual delivery is jeopardised for legal reasons.
18.4 Upon request, the supplier shall provide PPM with all necessary and accurate information on the customs tariff number, the commercial and preferential origin, export control classifications and required permits.
18.5 The supplier shall take appropriate measures to ensure compliance with these principles also by material sub-suppliers.
18.6 PPM is entitled to request reasonable evidence from the supplier regarding compliance with statutory or contractual compliance requirements, to the extent there is a justified reason for doing so or this is required for PPM to fulfil its own statutory obligations.
18.7 In the event of a serious or repeated compliance violation, PPM may terminate the contract for good cause or rescind parts not yet performed, subject to the statutory requirements, to the extent that continuing the contract is unreasonable for PPM.
19.1 Force majeure is an event originating from outside, unforeseeable at the time the contract was concluded, and unavoidable even with reasonable precautions and measures reasonably expected, which prevents a party temporarily or permanently from performing its contractual obligations. This may include, in particular, natural disasters, war, sovereign acts of state, lawful industrial action not limited to the operations of the affected party, pandemics with concrete regulatory or operational effects, and far-reaching cyberattacks on critical infrastructure, provided the affected party has complied with the protective, precautionary and mitigation measures owed and reasonable in the circumstances.
19.2 The affected party shall inform the other party without undue delay of the occurrence, cause, expected duration and effects of the event, and shall provide suitable evidence.
19.3 The affected party shall take all reasonable measures to avoid, limit and overcome the effects. In particular, it shall examine alternative procurement, production, transport and performance options.
19.4 General price increases, lack of financial resources, avoidable shortages of personnel or materials, and disruptions at sub-suppliers do not constitute force majeure to the extent they could have been avoided or overcome with reasonable precautions.
19.5 Performance obligations are suspended for the duration and to the extent of the direct effects of the event. Payment claims already accrued for services rendered in accordance with the contract remain unaffected.
19.6 If the impediment to performance continues for more than 30 calendar days, or if it is foreseeable that the purpose of the contract can no longer be achieved, PPM is entitled to rescind the contract with respect to the part not yet performed, or to terminate a continuing obligation for good cause. Further statutory rights remain unaffected.
20.1 Invoices shall be submitted electronically to invoice@ppmhpm.com after complete delivery or performance and, where required, after acceptance, unless a different invoice address or transmission method is stated in the order. To the extent an electronic invoice is legally required, the invoice must be transmitted in a legally permissible structured electronic format enabling electronic processing. Permissible formats include in particular XRechnung and ZUGFeRD in each case in a legally compliant version. To the extent transmission of another type of invoice is legally permissible, it may be submitted as a PDF file.
20.2 As a rule, only one invoice should be sent per e-mail. Supporting documents may be attached as separate enclosures or, to the extent the e-invoicing format used provides for this, embedded in the invoice file.
20.3 If an invoice is sent to a different e-mail address of PPM, the payment period commences only upon receipt at invoice@ppmhpm.com. In the ordinary course of business, PPM will forward a recognisably misdirected invoice to the responsible invoicing office.
20.4 Invoices must comply with statutory requirements and shall contain at least the complete order number and order item, order date, supplier and article number (if available), date of delivery or performance, delivery note number, quantity and description of services, net amount, VAT rate and VAT amount, as well as any agreed evidence or proof of performance.
20.5 Unless a deviating payment term is agreed in the order, PPM shall pay, at its discretion, within 14 calendar days less 3 percent cash discount, within 30 calendar days less 2 percent cash discount, or within 60 calendar days net.
20.6 The payment period commences upon complete receipt of the contractual delivery or performance, a proper and verifiable invoice, the agreed delivery, quality and performance documentation, and, for services subject to acceptance, after acceptance.
20.7 If an invoice is received before complete delivery or performance, the payment period commences at the earliest once the requirements of Clause 20.6 are fully met.
20.8 In the case of incorrect or non-verifiable invoices, the payment period commences only upon receipt of a corrected, complete and verifiable invoice. PPM will notify the supplier of any recognisable defects in the invoice.
20.9 The cash discount may be deducted from the gross invoice amount. In the event of justified notices of defects, the cash discount period for the affected amount recommences after proper cure.
20.10 Payments do not constitute acknowledgement of the proper condition of the delivery or performance, nor a waiver of existing rights.
20.11 PPM has the statutory rights of set-off and retention.
21.1 The supplier may assign claims against PPM only with PPM's prior consent in text form, to the extent legally permissible. Consent shall not be unreasonably withheld.
21.2 Statutory provisions on the validity of assignments of claims in commercial dealings remain unaffected.
21.3 An assignment must not cause PPM any additional costs or administrative disadvantages. The supplier shall notify PPM of the assignment without undue delay in text form and clearly identify the new creditor.
21.4 The supplier may only set off undisputed, acknowledged or legally established claims. This does not apply to counterclaims that stand in a legal relationship of reciprocity with the principal claim. The supplier may assert rights of retention only arising from the same contractual relationship. Mandatory statutory rights remain unaffected.
22.1 The parties' statutory rights to terminate or rescind remain unaffected.
22.2 PPM is in particular entitled to terminate a contract for good cause, or to rescind parts not yet performed subject to the statutory requirements, if the supplier breaches a material contractual obligation and fails to remedy the breach despite a reasonable grace period, if significant quality or scheduling deviations recur, if required permits or approvals lapse, if a serious compliance, data protection or information security violation occurs, if an unapproved subcontractor is engaged for material services, or if PPM is prevented from continuing the contract due to statutory export control or sanctions provisions.
22.3 A grace period is dispensable to the extent the breach of duty is not remediable, the supplier seriously and finally refuses to remedy it, or waiting is unreasonable for PPM taking all circumstances into account.
22.4 In the event of termination, the supplier shall hand over to PPM, in full, all work results and documents contractually produced up to that point. Remuneration therefor shall be governed by the contract and the statutory provisions.
23.1 The place of performance for deliveries and services is the destination specified in the order.
23.2 To the extent legally permissible, the exclusive place of jurisdiction for all disputes arising from or in connection with the contractual relationship is PPM's registered office.
23.3 PPM is entitled to also sue the supplier at its general place of jurisdiction or at any other legally permissible place of jurisdiction.
24.1 All legal relationships between PPM and the supplier are governed exclusively by the law of the Federal Republic of Germany, excluding the conflict-of-laws provisions to the extent they would lead to the application of another law.
24.2 The application of the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG) is excluded.
24.3 To the extent a foreign-language version of these GTCP is provided, the German version shall be controlling in the event of any discrepancies, unless expressly agreed otherwise.
25.1 Amendments and supplements to the contract should, for evidentiary purposes, be made at least in text form. Individual agreements and mandatory statutory formal requirements remain unaffected.
25.2 Should any provision of these GTCP be or become wholly or partially invalid, unenforceable or not incorporated into the contract, the validity of the remaining provisions shall remain unaffected. The statutory provisions shall take the place of the invalid, unenforceable or non-incorporated provision.
25.3 PPM's rights under the contract or under statute are not forfeited merely because PPM does not exercise them, or does not exercise them immediately.
25.4 The supplier is obliged to retain, in a suitable form, the version of these GTCP provided at the time the contract was concluded, for the duration of the business relationship and the statutory retention periods.