General Terms and Conditions of Purchase
Version: October 1, 2025
1. Scope of Application
1.1. These General Terms and Conditions of Purchase (hereinafter "Terms") apply to all deliveries and services, including ancillary services (hereinafter collectively "Deliveries") to Fischer Panda GmbH (hereinafter referred to as "we", "our" etc.). They apply exclusively to business transactions with entrepreneurs within the meaning of Section 14 German Civil Code (BGB), legal entities under public law or special funds under public law (hereinafter "Supplier").
1.2. Our orders are placed exclusively in accordance with these Terms and in accordance with the contract concluded between us and the Supplier.
These Terms apply exclusively; we do not acknowledge any general terms and conditions of the Supplier that conflict with or deviate from these Terms, unless we have expressly agreed to their validity in writing. These Terms also apply if we accept Deliveries without reservation or make payments without reservation in the knowledge that the Suppliers terms and conditions conflict with or deviate from these Terms.
1.3. In ongoing business relationships, these Terms shall also apply to all future contracts with the Supplier without the need to refer to these Terms in each individual case.
2. Conclusion of Contract
2.1. Orders and related agreements are only legally binding if they are made in writing. Verbal or telephone statements made by us before or at the time of conclusion of the contract are not binding and require written confirmation to be effective. This formal requirement does not affect any informal agreements made after conclusion of the contract. However, we remain entitled to bring about the conclusion of a contract by accepting Deliveries without reservation or making payments.
2.2. We shall be bound by our orders for a period of two weeks after their receipt by the Supplier. The date of receipt of the declaration of acceptance (order confirmation) by us shall be decisive for the timely acceptance of the order.
2.3. If the content of your order confirmation deviates from our order, you must specifically highlight this in the order confirmation; such deviations shall only become part of the contract if we accept them in writing.
2.4. Offers made by the Supplier must be free of charge for us. We can accept an offer made by the Supplier within two weeks of its submission. The Supplier is bound by its offer until the expiry of this period. Our silence does not constitute a basis for confidence in the conclusion of a contract. If our acceptance of an offer is received late by the Supplier, the Supplier shall inform us of this immediately.
2.5. We reserve all property rights, copyrights, and other intellectual property rights (patents, utility models, trademarks, license rights, etc.) to illustrations, drawings, calculations, samples, models, and other documents; they may not be disclosed or made accessible to third parties without our prior written consent. They are to be used exclusively for the purpose specified in the order and returned to us upon request after the order has been processed.
2.6. The content of the services to be provided by the Supplier is specified in the respective individual order. Documents, reports, ideas, drafts, models, samples, and all other results arising from the provision of services are part of the order performance. They become part of the contract unless the contractor expressly specifies otherwise in the order confirmation corresponding to the order; Section 2.2 applies accordingly.
3. Prices and Terms of Payment
3.1. Unless otherwise expressly agreed, the price stated in our order for the Deliveries is a fixed price (which is independent of the delivery date) and applies DDP (INCOTERMS 2020) to the destination specified in the order. The fixed price includes packaging, shipping, and insurance costs. We will only bear additional costs for special shipping methods (e.g., express delivery) if we have expressly requested this shipping method in advance.
3.2. Unless otherwise expressly agreed, all our payment obligations are deemed to be agreed in EUR. Any bank charges incurred for payments to be made abroad shall be borne by the Supplier.
3.3. Invoices must comply with legal requirements. The Supplier's invoices must be issued in duplicate and must include our name and the date of the order in addition to the complete order number. We may return invoices that do not meet these requirements. The Supplier shall bear the costs incurred as a result of the missing information, unless the Supplier is not responsible for the missing information.
3.4. Payment of the invoice amounts shall be made within the periods specified in our order. If no periods are specified, payment shall be made within 14 days less a 3% discount or within 30 days net. Payment periods shall commence on the date of receipt of a verifiable invoice, but not before we have received the Deliveries.
3.5. We are entitled to rights of set-off and retention to the full extent permitted by law.
4. Delivery, Transfer of Risk, Shipping, Packaging
4.1. The Supplier's Deliveries shall be made DDP (INCOTERMS 2020) to the destination specified in our order, unless expressly agreed otherwise.
4.2. Each order must be delivered in a separately packaged shipment. This shall not apply if we expressly agree to jointly packaged shipments. We may determine the packaging and shipping methods. Otherwise, the Supplier is obliged to choose the standard packaging and shipping method. The packaging must be appropriate for the means of transport used and the goods to be transported and must prevent any kind of damage that could affect the goods during transport and handling.
4.3. Unless expressly agreed otherwise, the costs of shipping shall be borne by the Supplier, as shall the costs of transport insurance. If packaging material is charged for and is to be returned at the Supplier's request, a full credit note must be issued; in this case, the return shipment shall be made carriage forward at the Supplier's expense.
4.4. Each Delivery must be accompanied by delivery documents stating the order date and order number, the name of the purchaser, and the type, nature, and quantity of the goods. The delivery documents must be given to the carrier or parcel service or attached to the Deliveries in a clearly visible and easily accessible manner. The Supplier shall bear the costs incurred as a result of the missing information, unless he is not responsible for the missing information. In addition, our payment period shall be extended by the period of the delay. Deliveries must be made during our normal business hours.
4.5. Partial Deliveries are only permitted with our express prior written consent. If partial Deliveries or partial services have been agreed, the delivery note and invoice must be marked "partial delivery” or “partial service". In the case of unauthorized partial Deliveries, our payment obligation shall initially lapse in accordance with the partial quantity delivered (defense of non-performance of the contract).
4.6. Agreed delivery dates are binding. They are only deemed to have been met if the Deliveries have arrived at the shipping address specified in our order on the agreed delivery date. If our order does not specify a delivery date, the delivery period shall be two (2) weeks from the date of our order, unless otherwise agreed. After conclusion of the contract, delivery periods may only be extended and delivery dates postponed by the Supplier if we expressly agree to such an extension or postponement.
4.7. The Supplier must notify us immediately in writing, stating the reasons and the expected duration, if circumstances become apparent which indicate that it will not be able to meet the agreed delivery date. The obligation to comply with the agreed delivery dates remains unaffected by this.
4.8. If the agreed delivery date is not met, we are entitled to our statutory rights without restriction. If the Supplier is in default of delivery, we are entitled – without prejudice to other rights due to default – to claim a contractual penalty of 0.5% of the price agreed with the Supplier (excl. VAT) for each week of default commenced, but not exceeding 5% of this price (excluding VAT), unless the Supplier is not responsible for the circumstances leading to the delay in delivery. We expressly reserve the right to assert any further claims for damages due to the delay in delivery. However, contractual penalties already paid shall be offset against claims for damages due to the delay in delivery. We may also claim the contractual penalty if no reservation is made upon acceptance of the Deliveries; however, beyond the final payment, this shall only apply if we have reserved the right to do so at the time of the final payment.
4.9. The Supplier must package, label, and ship hazardous products in accordance with the relevant national and international regulations. The Supplier shall fulfill all obligations incumbent on Suppliers (within the meaning of Art. 3 No. 32 of Regulation (EC) No. 1907/2006; hereinafter “REACH Regulation”), the obligations arising under the REACH Regulation with regard to the delivery of the goods. In particular, in all cases prescribed under Art. 31 (1) to (3) of the REACH Regulation, the Supplier shall provide us with a safety data sheet pursuant to Art. 31 of the REACH Regulation in the language of the recipient country.
4.10. If standardized, exchangeable reusable (pool) pallets (e.g., Euro flat pallets, Euro box pallets) are used for Deliveries, the rules of the Bonn Pallet Exchange shall apply as agreed, unless otherwise specified in individual cases.
4.11. The Supplier shall only be entitled to set-off and retention rights if claims against us are undisputed or have been legally established or if the counterclaim is in a synallagmatic relationship to our claim.
5. Customs and Export Control
The Supplier must comply with all requirements of the applicable customs and foreign trade law and independently inform us of any licensing requirements and relevant export-related information (such as export list number, ECCN/EAR99, country of origin, HS code). If there is suspicion of violations of export control regulations, the Supplier is obliged to notify us immediately in writing; in such cases, we are entitled to suspend performance of the contract or to withdraw from the contract. In addition, depending on its place of business, the Supplier must provide appropriate proofs of origin (e.g., long-term Supplier's declaration, certificate of origin) and ensure the security of the supply chain. Finally, the Supplier must indemnify us against all damages resulting from a breach of these obligations, insofar as it is responsible for such breach.
6. Subcontractors/Assignment of Claims
6.1. The Supplier is not entitled to have Deliveries carried out by subcontractors without our prior written consent. External transport personnel shall not be considered as subcontractors. The Supplier is liable for the fault of its subcontractors as for its own fault.
6.2. Any assignment of the Supplier's claims arising from this contract is only permitted with our prior express written consent. This does not apply to monetary claims.
7. Retention of Title
The transfer of ownership of the Deliveries to us must take place unconditionally and regardless of payment of the price. However, if, in individual cases, we accept an offer of transfer of ownership from the Supplier conditional upon payment of the purchase price, the Supplier's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. In the ordinary course of business, we remain authorized to resell the goods even before payment of the purchase price, with advance assignment of the resulting claim (alternatively, simple retention of title extended to resale applies). This excludes all other forms of retention of title, in particular extended retention of title, transferred retention of title, and retention of title extended to further processing.
8. Provided Materials
8.1. Goods, tools, devices, measuring equipment, test specifications, documents, samples, drawings, models, data and records on data carriers and similar items (hereinafter "Provided Materials") provided by us remain our property.
8.2. Our Provided Materials shall be kept separate from other materials by the Supplier, marked as our property and stored for us free of charge with the care of a prudent businessman until we request their return. Our Provided Materials may not be reproduced or made accessible to third parties. The Supplier is prohibited from using the Provided Materials for purposes other than those specified in the contract, including for its own purposes.
8.3. The Supplier shall bear the risks of accidental loss, misplacement, deterioration, or damage to our Provided Materials. If our Provided Materials are sent directly from a third party to the Supplier on our behalf, the Supplier is obliged to carry out a quantitative incoming inspection and a quality control check. The Supplier must immediately notify both the third party and us of any complaints. Our Provided Materials may only be used for their intended purpose; they must be stored, labeled, and kept separately free of charge.
8.4. The Supplier is obliged to insure our Provided Materials against fire, water, theft, breakage, and other damage at its own expense and to provide us with proof of this upon request. We are already authorized by the Supplier to assert claims against the insurer under these insurance policies in relation to our Provided Materials.
8.5. If our Provided Materials are seized, stolen, or damaged, or if our property is otherwise interfered with, the Supplier shall notify us immediately in writing.
8.6. Provided Materials are manufactured in whole or in part at our expense or if our Provided materials are processed by the Supplier, the manufacture or processing shall be carried out on our behalf as manufacturer within the meaning of Section 950 BGB, with the result that we shall acquire (co-)ownership of the newly manufactured item without this imposing any obligations on us. The extent of our co-ownership shall be determined by the ratio of the value of our Provided Materials to the value of the remaining goods. The transfer shall be replaced by the Supplier being entitled to possess and store the item for us free of charge for the duration of the business relationship. If our ownership of the Provided Materials expires due to combination or mixing, the Supplier hereby transfers to us the ownership rights to which he is entitled in the new item to the extent of the value of our Provided Materials and shall store these for us free of charge.
8.7. The above obligations shall continue to apply even after the contract has been fulfilled. The seller shall be liable for damages resulting from the breach of the above obligations.
9. Property Rights
9.1. The Supplier guarantees that, when used in accordance with the contract in the Federal Republic of Germany and in the countries to which we ship the Deliveries as intended, no industrial property rights, copyrights, or property right applications of third parties (hereinafter "Property Rights") will be infringed.
9.2. If Deliveries infringe the Property Rights of third parties, the Supplier shall, at our discretion and at its own expense, either immediately obtain a right of use in our favor, which enables us to use the respective Deliveries to the extent provided for in the contract without infringing Property Rights, modify the Deliveries so that the property right is not infringed, or replace the Deliveries with new, equivalent Deliveries. Deliveries shall only be considered equivalent if they do not restrict the agreed usability of our Deliveries or only restrict it to an insignificant extent.
9.3. Upon written request, the Supplier shall indemnify us against all claims by third parties arising from the infringement of such Property Rights and all expenses necessarily incurred in connection with the claims by third parties. Likewise, the Supplier shall compensate us for expenses incurred by us in defending against claims by third parties in relation to the Deliveries, to the extent necessary. If we are obliged to carry out a product recall due to defective Deliveries by the Supplier, the Supplier shall reimburse us for the costs of the product recall, unless he is not responsible for the defective Deliveries. We shall inform the Supplier of the content and scope of the recall measures, as far as possible and reasonable. Our further legal rights remain unaffected.
9.4. Sections 9.1. to 9.3. shall not apply if the Supplier has manufactured the Deliveries in accordance with drawings, models or other descriptions or specifications provided by us and the Supplier could not have recognized that the products manufactured by it would infringe any Property Rights.
9.5. We are the sole owner of all Property Rights to any work results resulting from the use of the Deliveries (hereinafter "Work Results"). In this respect, the Supplier undertakes to transfer any Property Rights to Work Results to which he may be entitled to us without separate remuneration immediately after becoming aware of them. If the transfer of Property Rights to Work Results is not possible due to mandatory legal provisions, the Supplier undertakes to grant us all rights of use and exploitation in an exclusive, content-wise, spatially and temporally unrestricted, irrevocable, unconditional, wholly or partially transferable and sublicensable manner.
9.6. The contracting parties mutually undertake to inform each other immediately upon becoming aware of risks of infringement and alleged infringement of Property Rights in order to counteract corresponding liability claims.
10. Warranty and Obligation to give Notice of Defects
10.1. The Supplier warrants that the Deliveries comply in every respect with the subjective, objective, and assembly requirements, in particular with the contractually agreed quality and the generally recognized rules of technology and the relevant safety regulations (e.g., Equipment Safety Act, Product Liability Act, Accident Prevention Regulations, Chemicals Act, Hazardous Substances Ordinance), in particular foreign or EU Regulations, insofar as these could be of significance to the Supplier according to the content of the contract. The Supplier shall perform its services with the utmost care, in particular in compliance with DIN and ISO certification regulations, insofar as these relate to the Deliveries, and taking into account its own knowledge and experience or that gained during the performance of the services. All descriptions of characteristics, in particular the type, quantity, quality, functionality, compatibility, and intercompatibility, shall be deemed to be the agreed quality.
10.2. The statutory obligations to inspect and give notice of defects (Section 377 German Commercial Code/HGB) apply with the proviso that we are only required to inspect the Deliveries under the purchase contract on a random sample basis after delivery with regard to quantity, type, externally visible defects (e.g., transport damage), and other obvious defects. We may report obvious defects without undue delay, but at least up to five (5) days after delivery, and hidden defects without undue delay, but at least up to ten (10) days after their discovery. If acceptance has been agreed, we shall have no obligations to inspect and give notice of defects prior to acceptance. We shall have no further obligations to inspect and give notice of defects beyond those set out above.
10.3. In the event of defects in the Deliveries, we shall be entitled to statutory rights in respect of defects without restriction. As subsequent performance, we may – without prejudice to our further rights in respect of defects – demand, at our discretion, the removal of defects or a replacement delivery or manufacture.
10.4. If the Supplier fails to fulfill its obligation to provide subsequent performance within a reasonable period set by us, we may remedy the defect ourselves and demand reimbursement from the Supplier for the necessary expenses or a corresponding advance payment. If the subsequent performance by the Supplier has failed or is unreasonable for us (e.g., due to particular urgency, endangerment of operational safety, or the threat of disproportionate damage), no deadline need be set. We shall inform the Supplier immediately, if possible before we remedy the defect, of any circumstances that justify the unreasonableness.
10.5. The limitation period for claims in connection with material defects and defects of title is 36 months from the start of the statutory limitation period, unless otherwise agreed with the Supplier or a longer limitation period applies by law.
10.6. In the event of a new delivery or manufacture within the scope of the warranty, the limitation period for the newly delivered goods or newly manufactured works shall commence anew and shall apply for a period of 24 months. If the remaining limitation period under Section 10.5 exceeds 24 months, the remaining longer limitation period shall apply. If only parts of the goods are newly delivered or only parts of the works are newly manufactured, the aforementioned provisions of this Section 10.6 shall apply only to these parts.
10.7. The limitation period for our claims for defects shall be suspended for the duration of the measures taken to remedy the defects.
10.8. The place of subsequent performance for all claims for rectification of defects and replacement delivery under this contract is our place of business, unless expressly agreed otherwise in writing. The Supplier shall bear all costs and risks associated with the transport of defective goods and goods that have been subsequently performed or replaced to and from our place of business.
11. Liability
11.1. The Supplier shall be liable to us for damages and reimbursement of expenses in accordance with the statutory provisions, unless otherwise agreed.
11.2. We shall not be liable to the Supplier for damages and reimbursement of expenses, regardless of the legal basis (contract, tort, breach of obligations arising from the contractual relationship, indemnification, etc.).
11.3. The above exclusion of liability shall not apply in the case of liability
a) under the Product Liability Act,
a) in cases of intent or gross negligence,
b) in the event of culpable injury to life, limb, or health,
c) or in the event of a breach of essential contractual obligations. Essential contractual obligations are those obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the Supplier regularly relies on and may rely on.
11.4. However, our liability for the breach of essential contractual obligations is limited to compensation for foreseeable damage typical for this type of contract, unless we are liable due to intent or gross negligence, injury to life, limb, or health, or under the Product Liability Act.
11.5. Insofar as our liability is excluded or limited in accordance with the above clauses, this shall also apply to the corresponding personal liability of our vicarious agents, representatives, or employees.
12. Indemnification, Product and Producer Liability
12.1. The Supplier shall indemnify us against any claims for damages and reimbursement of expenses asserted against us by third parties on the basis of defective Deliveries or an infringement of Property Rights or compliance/sustainability requirements in accordance with Sections 9 and 17 in relation to Deliveries made by the Supplier, unless the Supplier is not responsible for the infringement. Any further legal rights we may have shall remain unaffected.
12.2. The Supplier shall also indemnify us within the scope of product and producer liability for all claims asserted against us by third parties for personal injury or property damage attributable to a product defect in the Deliveries or a breach of the Supplier's product monitoring obligation. If we are obliged to carry out a recall or other field action against third parties for such a reason, the Supplier shall bear all costs associated with this.
12.3. The Supplier is obliged to maintain product liability insurance with adequate coverage at its own expense. The Supplier shall send us a copy of the liability insurance policy at any time upon request.
13. Force Majeure
13.1. Force Majeure shall only release the affected party from its contractual obligations to the extent and for as long as it is prevented from fulfilling its contractual obligations. Each party shall bear all expenses for which it is responsible and which arise from the Force Majeure event. The party affected by Force Majeure shall immediately notify the other party of the situation in writing and provide all necessary evidence. The party invoking Force Majeure shall make every reasonable effort to minimize the negative effects resulting from this situation.
13.2. If the Force Majeure event continues for more than fifteen (15) consecutive days, the party against whom Force Majeure has been invoked may withdraw from the contract.
14. Supplier Recourse
14.1. We are entitled to our statutory claims for reimbursement of expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b and Sections 445c, 327 paras. 5 and 327u of the BGB) without restriction in addition to our claims for defects. In particular, we are entitled to demand from the Supplier exactly the type of subsequent performance (repair or replacement) that we owe our customer in the individual case; in the case of Deliveries with digital elements or other digital content, this also applies with regard to the provision of necessary updates. Our statutory right of choice (Section 439 para. 1 BGB) is not restricted by this.
14.2. Our claims for Supplier recourse shall also apply if the defective Deliveries have been connected with another product or further processed in any other way by us, our customer, or a third party, e.g., through installation, attachment, or assembly.
15. Spare Parts Supply, Quality Assurance
15.1. The Supplier is obliged to keep spare parts (including wear parts) for the Deliveries to us, insofar as these are machines, systems or components, for a period of at least ten (10) years from the date of delivery or to ensure a corresponding supply.
15.2. The Supplier shall offer us, within a reasonable period before the intended end of the period within which it must ensure the supply of spare parts in accordance with Section 15.1, to manufacture sufficient spare parts to enable us to build up a final stock.
15.3. The Supplier shall establish and maintain a quality assurance system that complies with the latest standards of the relevant supply industry. The Supplier shall carry out the quality assurance measures, including the necessary documentation, on its own responsibility. The Supplier shall provide us with this documentation upon request. The Supplier shall retain the documentation in accordance with the statutory requirements, but for at least ten (10) years.
15.4. We are entitled to check compliance with the quality assurance measures ourselves or through independent auditors at the Supplier's factory during normal business hours and after giving timely notice of at least ten (10) business days in advance. The inspection does not release the Supplier from its liability for defects. The Supplier is entitled to take reasonable measures to protect its business and trade secrets. We have a legitimate interest in inspecting the Supplier's inspection and test reports relating to Deliveries to us. The Supplier is obliged to allow inspection for a period of ten (10) years after delivery.
16. Inspection Obligation, Outgoing Goods Inspection, Quality and Material
16.1. The Supplier is obliged to independently check drawings, calculations, specifications, and other requirements provided by us within the scope of its general and specific expertise for any errors, contradictions, or concerns regarding suitability for use. It shall inform us immediately if it discovers such errors or contradictions or if such concerns arise.
16.2. The Supplier guarantees that the Deliveries comply with the agreed technical data, are made from the agreed materials or those specified in the documentation, are free from material and manufacturing defects, fully fulfill the agreed functions, and are not affected by defects that negate or reduce their value or suitability for normal use or use as specified in the contract. If no materials have been agreed, the Deliveries shall be manufactured from the most suitable materials.
16.3. All Deliveries by the Supplier must comply in every respect with the contractually agreed quality, the applicable legal and official regulations, product and environmental protection laws, the applicable regulations for substance restrictions, the relevant accident prevention and safety regulations, the ordinances and regulations of authorities and professional associations, and the latest state of the art, be of high quality in terms of type and quality, and be suitable for the intended and customary use. In particular, the agreements made regarding chemical, physical, and technical properties, dimensions, type of design, and quality, insofar as agreed within the respective tolerances, must also be complied with. Further subjective and objective requirements for Deliveries remain unaffected.
16.4. The Supplier is obliged to provide meaningful information and documentation regarding compliance with the regulations mentioned in Section 16. Further legal information obligations remain unaffected.
16.5. The Supplier shall ensure that all substances contained in the Deliveries are effectively pre-registered, registered (or exempt from the registration requirement) and, where relevant, approved in accordance with the relevant requirements of the REACH Regulation for the uses notified by us. If the Deliveries are an article within the meaning of Article 7 of the REACH Regulation, the preceding sentence shall apply with regard to substances released from these articles.
16.6. The Supplier shall inform us immediately if a component of an article contains a substance in a concentration of more than 0.1% by weight (w/w) that meets the criteria of Articles 57 and 59 of the REACH Regulation (so-called substances of very high concern). This also applies to packaging products.
16.7. The Supplier warrants that it complies with the requirements of the currently applicable national implementation legislation of Directive 2011/65/EU, including its amendment 2015/863/EU, in its current version (hereinafter "RoHS Directive"). Accordingly, none of the substances listed in Annex II to the RoHS Directive may exceed the maximum concentration in homogeneous material. If exceptions according to Annex III or Annex IV are used, the Supplier shall notify us of these exceptions. This also applies to all non-electronic or non-electrical delivery parts or to electronic or electrical delivery parts that do not fall within the scope of the Directive.
16.8. Prior to delivery, the Supplier shall check compliance with the above requirements by means of a suitable, state-of-the-art quality inspection in the form of an outgoing goods inspection and provide us with evidence of this. Deliveries that have not passed this inspection may not be delivered.
16.9. The Supplier shall conclude a corresponding quality assurance agreement with us if we deem this necessary.
17. Compliance, Sustainability
17.1. The Supplier shall act in accordance with the legal provisions applicable to it, in particular the regulations on data protection, competition law, anti-corruption and money laundering, as well as the applicable regulatory requirements in the areas of sustainability, environmental and climate protection, and the protection of human rights, in particular those from the legal acts mentioned in the Sections 17.2. to 17.9.
17.2. If and to the extent that we import goods listed in Annex I of Regulation (EU) 2023/956 establishing a CO2 border adjustment mechanism (hereinafter "CBAM Regulation"), the Supplier shall provide us with all relevant data and information in accordance with Annex IV of the CBAM Regulation (hereinafter "CBAM Data"). The Supplier shall provide us with verifiable CBAM Data no later than upon delivery of the goods in question. We intend to use the CBAM Data exclusively to fulfill our reporting obligations under the CBAM Regulation.
17.3. If the goods delivered to us by the Supplier are relevant products within the meaning of Annex I of Regulation (EU) 2023/1115 on deforestation-free supply chains (hereinafter "EUDR"), the Supplier shall comply with the requirements of the EUDR. In particular, the Supplier shall provide us with the geolocation data of the production areas relevant under the EUDR and the necessary evidence of the goods' compliance with the EUDR prior to delivery.
17.4. The Supplier shall comply with all requirements under Regulation (EU) 2023/1542 on batteries and waste batteries (hereinafter "Battery Regulation"). In particular, the Supplier shall not supply us with any batteries containing substances listed in Annex I to the Battery Regulation.
17.5. The Supplier shall comply with all obligations under Regulation (EU) 2017/821 laying down obligations on Union importers of tin, tantalum, tungsten, their ores, and gold from conflict and high-risk areas (hereinafter "Conflict Minerals Regulation"), the German Act on Corporate Due Diligence to Prevent Human Rights Violations in Supply Chains (hereinafter "LkSG"), and Directive (EU) 2024/1760 on corporate sustainability due diligence (hereinafter "CSDDD Directive") and their respective national implementing acts, where applicable. Furthermore, the Supplier shall comply with all requirements under Regulation (EU) 2024/1781 establishing a framework for the setting of ecodesign requirements for sustainable products (hereinafter "Ecodesign Regulation") and the applicable delegated acts, and Directive (EU) 2022/2464 on corporate sustainability reporting (hereinafter "CSRD Directive"), where applicable.
17.6. When manufacturing, filling, selling, and importing single-use plastic products into the EU in accordance with Annex 1 of the Single-Use Plastics Fund Act (hereinafter "EWKFondsG"), the Supplier shall fulfill all obligations contained in the EWKFondsG and, upon request, present a valid registration in accordance with Section 7 EWKFondsG.
17.7. The Supplier shall require its subcontractors and Suppliers in the supply chain to comply with standards that meet the requirements of the aforementioned regulations, including our Supplier Code of Conduct. We are entitled to verify compliance with the aforementioned regulations by the Supplier ourselves or through third parties commissioned by us, after prior notification and in the event of substantiated knowledge of a violation of the LkSG.
17.9. If actual violations of the EUDR or the CBAM Regulation are identified or cannot be ruled out, we may, at our discretion, withdraw from the contract in its entirety or with regard to the partial Deliveries that give rise to the assumption of a violation.
18. Confidentiality Obligations
The Supplier shall treat our documents and all information obtained by us about our business or operations as confidential. The confidentiality obligation shall continue for a period of five (5) years after the termination or completion of the business relationship. It shall not apply if information (i) was already known to the Supplier at the time of conclusion of the contract or became known later without this being based on a breach of confidentiality, or (ii) was already publicly known at the time of conclusion of the contract or became publicly known later.
19. Choice of Law, Place of Jurisdiction, Miscellaneous
19.1. These Terms and the contractual relationship between us and the Supplier shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
19.2. All disputes arising out of or in connection with the contractual relationship between us and its validity shall be finally settled in accordance with the Arbitration Rules of the German Arbitration Institute (DIS) without recourse to the ordinary courts of law. The arbitral tribunal shall be comprised of a sole arbitrator. The seat of the arbitration is Paderborn, Germany. The language of the arbitration shall be English.
19.3. The invalidity of individual provisions of these Terms shall not affect the validity of the remaining provisions.
19.4. Amendments and supplements to the contract and/or these Terms, as well as subsidiary agreements, must be made in writing to be effective.
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Fischer Panda GmbH
Otto-Hahn-Str. 40
33104 Paderborn
Germany
Tel: +49 (0) 5254-9202-0
Fax: +49 (0) 5254-9202-550
Email: info@fischerpanda.de
Web: www.fischerpanda.de