General Terms and Conditions of Purchase of IFA Powertrain GmbH & Co. KG and its affiliated companies of the IFA Group located in Europe
1. Scope and Form
1.1 These General Terms and Conditions of Purchase (GTC) apply to all business relationships of IFA Powertrain GmbH & Co KG and its affiliated companies of the IFA Group located in Europe (collectively or individually referred to as "IFA Group" or "Purchaser") with their business partners and suppliers ("Seller"). These GTC apply only if the Seller is an entrepreneur (within the meaning of § 14 BGB), a legal entity under public law, or a special public fund.
1.2 These GTC apply in particular to contracts for the sale and/or delivery of movable goods ("Goods"), regardless of whether the Seller manufactures the Goods itself or purchases them from suppliers (§§ 433, 650 BGB). Unless otherwise agreed, these GTC shall apply as a framework agreement to similar future contracts, without the need for us to refer to them again in each individual case, in the version valid at the time of the Buyer's order or, in any case, in the version most recently communicated to him in writing.
1.3 These GTC shall apply exclusively. Any deviating, conflicting, or supplementary general terms and conditions of the Seller shall only become part of the contract if the Purchaser has expressly agreed to their applicability in writing. This requirement for consent applies in any case, for example, even if the Purchaser accepts the Seller's deliveries without reservation despite being aware of the Seller's general terms and conditions.
1.4 Individual agreements reached with the Seller in specific cases (including collateral agreements, supplements, and amendments) shall take precedence over these GTC in any case. The content of such agreements shall be determined by a written contract or confirmation by the Purchaser or the IFA Group, subject to rebuttal.
1.5 Legally significant declarations and notices of the Seller regarding the contract (e.g., setting of deadlines, reminders, withdrawal) must be made in writing, i.e., in written or electronic form (e.g., letter, email, fax). Legal formal requirements and further evidence, especially in cases of doubt regarding the legitimacy of the declarant, remain unaffected.
1.6 References to the applicability of statutory provisions are for clarification purposes only. Therefore, even without such clarification, the statutory provisions shall apply to the extent that they are not directly modified or expressly excluded in these GTC.
2. Conclusion of Contract
2.1 The Purchaser's order shall only become binding upon written acceptance or confirmation. In the event of obvious errors (e.g., clerical or computational errors) or incompleteness of the order, including order documents, the Seller shall promptly notify the Purchaser for the purpose of correction or completion before acceptance; otherwise, the contract shall be deemed not concluded.
2.2 The Seller shall, within a period of five (5) working days, confirm the Purchaser's order in writing, indicating the binding delivery date and price, as well as all other order details, or, in particular, execute it unconditionally by dispatching the goods (acceptance). A delayed acceptance shall be deemed a new offer and requires the Purchaser's written acceptance.
3. Delivery Time and Default in Delivery
3.1 The delivery time stated by the Purchaser in the order is binding. If the delivery time is not specified in the order and has not otherwise been agreed upon, it shall be four (4) weeks from the conclusion of the contract. The Seller shall promptly notify the Purchaser in writing if (i) the ordered goods are ready for dispatch (clause 4.3) and (ii) it anticipates being unable to meet agreed delivery times for any reason.
3.2 If the Seller fails to perform its obligations or deliver within the agreed delivery time or is in default, the rights of the Purchaser, particularly regarding withdrawal and damages, shall be governed by statutory provisions. The provisions in clause 3.3 remain unaffected.
3.3 In the event of the Seller's default in delivery, in addition to further statutory claims, the Purchaser may demand lump-sum compensation for its default damage amounting to 1% of the net price per completed calendar week, but not exceeding 5% of the net price of the delayed delivered goods in total. The Purchaser reserves the right to provide evidence of higher damages. The Seller reserves the right to prove that no damage or significantly lower damage has been incurred.
4. Performance, Delivery, Transfer of Risk, and Default of Acceptance
4.1 Without the prior written consent of the Purchaser, the Seller is not authorized to have the services owed by it performed by third parties (e.g., subcontractors). The Seller bears the procurement risk for its services unless otherwise agreed on a case-by-case basis (e.g., limited to stock).
4.2 Delivery is made "free domicile" within Germany to the location specified in the order. If the destination is not specified and nothing else has been agreed upon, delivery shall be made to the Purchaser's place of business. The respective destination shall also be the place of performance for delivery and any subsequent performance (obligation to deliver). Charges, costs, or other expenses for waiting times during delivery can only be separately claimed by the Seller if they were caused intentionally or through gross negligence by the Purchaser or its vicarious agents.
4.3 The delivery must be accompanied by a delivery note stating the date (issuance and dispatch), contents of the delivery (item number and quantity), and the order reference of the Purchaser (date and number). If the delivery note is missing or incomplete, resulting delays in processing and payment shall not be attributable to the Purchaser. Apart from the delivery note, a corresponding dispatch notification with the same content pursuant to clause 3.1 must be sent to the Purchaser.
4.4 Upon delivery of the goods on pallets, the Seller is obligated to use undamaged, exchangeable Euro pallets (DBNorm), unless otherwise agreed. If the Purchaser detects damage to the pallet upon resale/processing of the delivered goods, it shall notify the Seller thereof within seven (7) working days of detection, and the Purchaser is entitled to charge the Seller for these at their replacement value.
4.5 The risk of accidental loss and deterioration of the item shall pass to the Purchaser upon transfer at the place of performance. If acceptance has been agreed upon, it shall be decisive for the transfer of risk. Furthermore, the statutory provisions of contract for work and services shall apply mutatis mutandis in the event of acceptance. The transfer or acceptance shall be deemed to have taken place if the Purchaser is in default of acceptance.
4.6 The legal provisions shall apply to the occurrence of default in acceptance by the Purchaser. However, the Seller must expressly offer its performance to the Purchaser even if a specific or determinable calendar time is agreed upon for an action or cooperation of the Purchaser (e.g., provision of materials). If the Purchaser defaults in acceptance, the Seller may demand compensation for its additional expenses under the legal provisions (§ 304 BGB). If the contract concerns an item to be manufactured by the Seller (custom production), the Seller shall have further rights only if the Purchaser is obligated to cooperate and is responsible for the failure to cooperate.
5. Prices, Payment Terms, and Assignment
5.1 The net price specified in the order is binding. An increase in material and raw material prices, wages and salaries, manufacturing and transportation costs, as well as other cost elements between contract conclusion and execution of delivery, does not entitle the Seller to change the price.
5.2 Unless otherwise agreed upon in individual cases, the price includes all services and ancillary services of the Seller (e.g., assembly, installation) as well as all incidental costs (e.g., proper packaging, transportation costs including transport and liability insurance).
5.3 The agreed price is due for payment within 60 days from complete delivery and performance (including any agreed acceptance) and receipt of a proper invoice. If the Purchaser makes the payment within 14 calendar days, the Seller grants a 3% discount on the net amount of the invoice. Payment by bank transfer is deemed timely if the Purchaser's transfer order is received by its bank before the payment deadline; the Purchaser is not responsible for delays caused by banks involved in the payment process.
5.4 The Purchaser does not owe any default interest. The legal provisions apply to payment default.
5.5 The Purchaser is entitled to set-off and retention rights as well as the defense of non-performance of the contract to the extent permitted by law. The Purchaser is particularly entitled to withhold due payments as long as it still has claims against the Seller for incomplete or defective performance.
5.6 The Seller has a set-off or retention right only due to legally established or undisputed counterclaims.
5.7 Assignment of the Seller's claims against the Purchaser to a third party is only effective with the prior written consent of the Purchaser.
5.8 The basis of the delivery relationship is the expectation that the Seller remains competitive at all times during the term of the supply relationship with products compared to market competitors selling the same or similar products. Competitiveness is to be measured based on the relationship between price and the overall performance, particularly quality and delivery reliability. If the Seller's prices for a delivery item exceed the price level of a competitor with a comparable range of services, the IFA Group may inform the Seller of the existence of more favorable offers and provide it with the opportunity to achieve competitive conditions through suitable measures. If the Seller fails to do so within 3 months of receiving the notification, the IFA Group may terminate the framework supply relationship with a notice period of 3 months without compensation.
6. Confidentiality, Inspection Duty, Retention of Title, Quality Inspection, and Documentation
6.1 The Purchaser reserves ownership and copyright rights to illustrations, plans, drawings, calculations, execution instructions, product descriptions, and other documents. Such documents are to be used exclusively for the contractual performance and returned to the Purchaser upon completion of the contract. The Seller is obliged to keep the documents confidential vis-à-vis third parties, even after termination of the contract. The obligation of confidentiality shall expire only when and to the extent that the knowledge contained in the provided documents has become generally known.
6.2 The Seller must promptly review the drawings, plans, and structural calculations submitted by the IFA Group for the provision of the contractual performance. If execution documents are missing or if there are doubts about their accuracy, the Seller must promptly inform the Purchaser thereof.
6.3 The above provision applies mutatis mutandis to materials and substances (e.g., software, finished and semi-finished products) as well as templates, samples, and other items provided by the IFA Group to the Seller for production. Such items must be stored separately by the Seller at its own expense and insured against destruction and loss to a reasonable extent as long as they are not processed.
6.4 The transfer of ownership of the goods to the Purchaser must take place unconditionally and irrespective of payment of the price. However, if the Purchaser accepts an offer of transfer conditional upon payment of the purchase price in an individual case, the Seller's retention of title shall expire at the latest upon payment of the purchase price for the delivered goods. The Purchaser remains authorized to resell the goods in the ordinary course of business even before payment of the purchase price, with advance assignment of the resulting claim (subsidiary application of the simple retention of title extended to resale). All other forms of retention of title are hereby excluded; in particular, the expanded, forwarded, and extended retention of title to processing.
6.5 If applicable to the production of its goods, the Seller is obliged to comply with the specifications of the VDA publication "Volume 2 Quality Assurance of Supplies - Supplier Selection / Production Process and Product Release PPF" in its current version. Quality inspection during the production of the goods must be carried out in accordance with the requirements of the VDA publication "Volume 5 Process Capability, Suitability of Measurement Systems, Measurement and Testing Processes, Extended Measurement Uncertainty, Conformity Assessment" in its current version. Documentation of the characteristics of the goods as well as the results of quality tests must be carried out in accordance with the provisions of the VDA publication "Volume 1 Documentation and Archiving - Documentation and Archiving Guide for Quality Requirements" in its current version, as well as the VDA publication "Process Description Special Characteristics (BM)" in its current version.
7. Defective Delivery, Series Defects
7.1 The statutory provisions shall apply to the Purchaser's rights in the event of material and legal defects of the goods (including incorrect and incomplete delivery as well as improper assembly, defective assembly, operation, or instruction manuals) and other breaches of duty by the Seller, unless otherwise stipulated below.
7.2 According to the statutory provisions, the Seller is liable in particular for ensuring that the goods have the agreed-upon and usual quality at the time of the transfer of risk to the Purchaser and are suitable for the contractually presupposed use. Agreements on quality shall include, in any case, those product descriptions that – particularly through designation or reference in the Purchaser's order – are the subject of the respective contract or have been incorporated into the contract in the same manner as these General Terms and Conditions of Purchase. It does not matter whether the product description originates from the Purchaser, the Seller, or the manufacturer.
7.3 The Purchaser is not obligated to examine the goods or make special inquiries regarding any defects at the time of contract conclusion. Partially deviating from § 442 para. 1 sentence 2 BGB, the Purchaser shall therefore be entitled to warranty claims without restriction even if it remained unaware of the defect at the time of contract conclusion due to gross negligence.
7.4 The statutory provisions regarding the commercial duty to inspect and give notice of defects (§§ 377, 381 HGB) apply with the following modification: The Purchaser's duty to inspect is limited to defects that become apparent during its incoming goods inspection through external examination, including examination of the delivery documents (e.g., transport damage, incorrect and incomplete delivery), or that are recognizable during its quality control in a sampling procedure. If acceptance has been agreed upon, there is no duty to inspect. Otherwise, it depends on the extent to which an inspection is advisable considering the circumstances of the individual case in the regular course of business. The Purchaser's obligation to give notice of defects for defects discovered later remains unaffected. Regardless of its duty to inspect, a notice of defects (complaint) by the Purchaser shall be deemed prompt and timely if it is dispatched within seven (7) working days of discovery or, in the case of obvious defects, of delivery.
7.5 Series defects are defects where materials, components, subsystems, or the entire goods exhibit a defect frequency that is significantly outside the normally expected values or the values stated by the Seller. A series defect exists, in particular, if the number of defective goods exceeds 1% of the respective delivery. In this case, the Seller must submit a plan of action for rectifying the defect and implement it at its own expense. In the event of a series defect, the Purchaser may demand the replacement of all goods in that series from the Seller and at the Seller's expense, unless it is obvious in individual cases that parts are not affected by a series defect. If the Seller's goods are incorporated into another product, the Purchaser is also entitled to recall all products in the series into which the goods with the series defect were incorporated, unless it is obvious in individual cases that parts are not affected by a series defect. In this case, the Seller must reimburse the Purchaser upon first request for all costs and expenses incurred in connection with the recall of the goods and products. The same applies to a recall of the products in the series into which the goods with the series defect were incorporated by the Purchaser's customer of the IFA Group. Further or different statutory claims remain unaffected.
7.6 Remedial action also includes the removal of the defective goods and their reinstallation if the goods have been installed or attached to another item in accordance with their nature and intended use; the Purchaser's statutory claim for reimbursement of corresponding expenses (in particular, removal and installation costs) remains unaffected. The Seller shall bear the expenses required for inspection and remedial action (including transportation, travel, labor, and material costs, as well as any removal and installation costs) even if it turns out that there was actually no defect. The Purchaser's liability for damages in the event of unjustified demands for defect rectification remains unaffected; however, the Purchaser shall only be liable if it has recognized or grossly negligently failed to recognize that there was no defect.
7.7 Without prejudice to the statutory rights of the Purchaser and the provisions in Clauses 7.5 and 7.6: If the Seller fails to fulfill its obligation to remedy the defect – at the Purchaser's choice, either by rectifying the defect (rectification) or by delivering a defect-free item (replacement) – within a reasonable period set by the Purchaser, the Purchaser may rectify the defect itself and demand reimbursement from the Seller for the expenses incurred or request an appropriate advance payment. If the Seller's remedial action has failed or is unreasonable for the Purchaser (e.g., due to particular urgency, parts already being installed in vehicles in the field, endangerment of operational safety, or the imminent occurrence of disproportionately high damages), no period of grace is required; the Purchaser shall inform the Seller immediately, if possible beforehand, by email of such circumstances.
7.8 Furthermore, the Purchaser is entitled, according to statutory provisions, to reduce the purchase price or to withdraw from the contract in the event of a material or legal defect. In addition, it is entitled to damages and reimbursement of expenses according to statutory provisions.
8. Third-Party Rights, Intellectual Property Rights
8.1 The Seller shall ensure that the goods and the manufacturing process do not infringe upon any third-party rights (in particular, patent rights, utility model rights, copyrights, design rights, trademark rights, or other intellectual property rights).
8.2 The Seller shall be liable to the IFA Group for expenses and damages (including legal costs) arising from the infringement of third-party rights and shall indemnify the IFA Group against all claims of third parties arising from the use of such rights that are asserted against the IFA Group.
8.3 However, the Seller shall only be liable for claims arising from the infringement of registered intellectual property rights (IP rights) resulting from the contractual use of the goods if at least one of the rights from the IP rights family is published either in the Seller's home country, by the World Intellectual Property Organization (WIPO), by the European Patent Office (EPO), or in one of the following countries: Federal Republic of Germany, France, United Kingdom, Austria, USA, Japan, or China.
8.4 The Seller's liability and indemnification obligation under this Clause 8 shall not apply if the Seller has manufactured the goods according to detailed drawings or models provided by the IFA Group and could not recognize that this would infringe any IP rights.
8.5 The IFA Group and the Seller are obligated to promptly inform each other of any risks of infringement and alleged cases of infringement and to support each other free of charge in defending against potential claims in any appropriate manner (e.g., through investigation, analysis, document evaluation).
9. Supplier Recourse
9.1 The legally defined recourse claims of the Purchaser within a supply chain (supplier recourse according to §§ 478, 445a, 445b, 445c, 327 para. 5, 327u of the German Civil Code) are available to the Purchaser alongside defect claims without restriction. In particular, the Purchaser is entitled to demand from the Seller the exact type of remedial action (rectification or replacement delivery) that it owes to its customer in each individual case. This does not restrict the Purchaser's statutory right to choose (§ 439 para. 1 of the German Civil Code).
9.2 Before the Purchaser acknowledges or fulfills a defect claim (including reimbursement of expenses according to §§ 445a para. 1, 439 paras. 2, 3, 6 sentence 2, 475 para. 4 of the German Civil Code) asserted by its customer, the Purchaser shall notify the Seller and request a written statement with a brief explanation of the facts. If a substantiated statement is not provided within a reasonable period and no mutually agreed solution is reached, the defect claim actually granted by the Purchaser to its customer shall be deemed owed. The Seller bears the burden of proof in this case.
9.3 The Purchaser's claims arising from supplier recourse also apply if the defective goods have been further processed by the Purchaser or another contractor, e.g., by incorporation into another product.
10. Producer Liability
10.1 If the Seller is responsible for a product defect, it shall indemnify the IFA Group to the extent that the cause lies within its sphere of control and organization and it is liable in the external relationship.
10.2 Within the scope of its indemnification obligation, the Seller shall reimburse expenses pursuant to §§ 683, 670 of the German Civil Code, which arise from or in connection with a claim by third parties, including recall campaigns conducted by the IFA Group. The IFA Group shall inform the Seller about the content and scope of recall measures to the extent possible and reasonable and provide an opportunity for comment. Further statutory claims remain unaffected.
10.3 The Seller undertakes to maintain comprehensive product liability insurance including coverage for recall costs at an appropriate level. If the IFA Group is entitled to further damages claims beyond the insurance coverage, these claims remain unaffected. Upon first request by the IFA Group, the Seller is obliged to provide the insurance policy and its insurance confirmation.
10.4 Insofar as authorities responsible for vehicle safety, emission regulations, etc., demand access to the production process and inspection documents of the Purchaser for verification of certain requirements, the Seller is obliged to grant the authorities the same rights in its operation and provide any reasonable support.
11. Limitation of Actions
11.1 The reciprocal claims of the contracting parties shall become time-barred in accordance with the statutory provisions, unless otherwise specified below.
11.2 The limitation period for defect claims, deviating from § 438 para. 1 No. 3 of the German Civil Code (BGB), is three (3) years from the passing of risk. If acceptance has been agreed upon, the limitation period commences with acceptance. The three (3) year limitation period also applies to claims arising from legal defects, with the statutory limitation period for claims for surrender of property rights of third parties (§ 438 para. 1 No. 1 BGB) remaining unaffected; claims arising from legal defects shall not become time-barred in any case as long as the third party can assert the right – particularly due to the absence of limitation – against the Purchaser.
11.3 The limitation periods of sales law, including the extension above, apply – to the extent provided by law – to all contractual defect claims. If, due to a defect, the Purchaser is also entitled to non-contractual claims for damages, the regular statutory limitation period (§§ 195, 199 BGB) applies, unless the application of the limitation periods of sales law leads to a longer limitation period in individual cases.
11.4 The limitation period for defect claims for goods sold to customers of the IFA Group in vehicles distributed in the USA, Puerto Rico, or Canada is forty-eight (48) months from the first vehicle registration, in deviation from Clauses 11.2 and 11.3. For spare parts distributed in the USA, Puerto Rico, or Canada, the aforementioned limitation period applies from the time of installation of the spare part. However, the claims shall become time-barred no later than sixty (60) months from delivery to the IFA Group.
12. Origin of Goods and Supply Chain
12.1 Subject to differing agreements between the parties, the Seller bears the procurement risk along the supply chain regarding its own supply as well as the supply of its subcontractors. The Seller must ensure its own supply of all raw materials, tools, and other components necessary to fulfill its delivery obligations to the IFA Group at all times.
12.2 The Seller undertakes to comply with all provisions of the Supply Chain Due Diligence Act (LkSG) in its current valid version and ensure that all of its subcontractors and other sub-suppliers also comply with all provisions of the Supply Chain Due Diligence Act (LkSG) in its current valid version.
12.3 The Seller must take all necessary or appropriate measures to reduce the payment obligations of the IFA Group to public authorities. In particular, the Seller undertakes to examine and inform the IFA Group of existing customs suspensions or punitive tariffs regarding its own supply, the further supply along its supply chain, or the supply to the IFA Group. Should the IFA Group request this, the Seller, especially if delivery along the supply chain occurs at least partially within the EU, will implement customs procedures with economic significance according to Art. 210 of Regulation (EU) No. 952/2013 (European Customs Code). Furthermore, the Seller will determine the origin of the goods it supplies and obtain corresponding pre-records along its own supply chain (in the UK: GBEORI Statement on Origin for multiple shipment (SoO fmS) Callisto) or provide affidavits under third-country customs law. In the event that the Seller participates in a US Foreign Trade Zone, MX IMMEX, or similar program, the Seller undertakes to comply with the respective provisions and notify the IFA Group thereof in writing in a complete and timely manner. The Seller undertakes to inform the IFA Group in writing about potential anti-dumping measures along its supply chain for all raw materials and other components and punitive tariffs upon import into the respective importing countries. Furthermore, the Seller undertakes to ensure compliance with its obligations listed in this paragraph by its subcontractors and other sub-suppliers. The Seller undertakes to coordinate closely with the IFA Group to fulfill its obligations under this paragraph.
12.4 The Seller must ensure that it enters into an arrangement with each of its subcontractors and other sub-suppliers to maintain the competitiveness of each respective subcontractor or other sub-supplier, which essentially corresponds to the provisions under Clause 5.8 of these GTC.
12.5 The Seller guarantees that each of its subcontractors and other sub-suppliers is obligated towards it to supply the raw materials and components that the Seller has sourced from the respective subcontractor or other sub-supplier during series production and that the Seller requires in order to fulfill any obligation to provide spare parts to the IFA Group. Furthermore, the Seller guarantees that its obligations under this clause are passed on to all its subcontractors and other sub-suppliers along its supply chain.
12.6 The Seller shall ensure that its subcontractors and other sub-suppliers are obligated to comply with the provisions under Clause 8 of these GTC through suitable contractual arrangements and that the obligations under Clause 8 of these GTC are passed on along the supply chain.
13. Compliance
13.1 The Seller undertakes to comply with all relevant laws, standards, and regulatory requirements, particularly antitrust and competition laws, to prevent corruption, prevent money laundering, to export control, and data protection. Furthermore, the Seller ensures that each of its subcontractors and other sub-suppliers is obligated to comply with the provisions listed in this paragraph and that the obligation to comply is passed on along the supply chain. Additionally, the Seller agrees to do everything necessary to fulfill any requirements of the respective original equipment manufacturer (OEM) related to the establishment and maintenance of an information security status; this includes the willingness to conclude corresponding supplementary agreements in accordance with the requirements of the respective OEM. Moreover, the Seller is obliged to comply with (but not exclusively) the following provisions, and to ensure their compliance along the supply chain by all subcontractors and sub-suppliers:
· the SAQ guideline of the automotive industry valid at the time the business relationship begins
· Regulation (EC) 428/2009 (Dual-Use Regulation) including Annex I (common military list)
· German Animal Welfare Act (TierSchG) and EU Directive 2010/63 (Directive on the protection of animals used for scientific purposes)
· the respective legal regulations regarding employee relations, environmental protection, and occupational safety
· the applicable laws and regulations concerning land, forest, and water rights
· the Minamata Convention on Mercury use
· the Stockholm Convention on Persistent Organic Pollutants
· the Basel Convention on the Control of Transboundary Movements of Hazardous Wastes and their Disposal
· Regulation (EC) 1907/2006 (REACH Regulation) on chemicals
· all other applicable laws and regulations concerning hazardous substances, chemicals, and substances for the respective operating location or market
· all national and international environmental standards and laws applicable to the Seller's respective operating locations
· the guidelines of the High Conservation Value Resource Network (HCV) and the High Carbon Stock Approach (HCSA)
· the recommendations, conventions, and agreements of the International Labour Organization (ILO) (in particular, Conventions Nos. 29, 87, 98, 100, 111, and 182) and the principles of the UN Global Compact Initiative
· the provisions adopted in the "Declaration on Fundamental Principles and Rights at Work" (Geneva, 06/98)
· the "Guiding Principles on Business and Human Rights" of the UN
· the Universal Declaration of Human Rights of the UN (Resolution 217 A (III) of 10.12.1948
13.2 Furthermore, the Seller undertakes to comply with all other provisions demanded by the respective original equipment manufacturer (OEM) in connection with a project in which the Seller is or is to be involved. The Seller undertakes to implement the provisions and requirements of the OEM and to pass them on along the supply chain, to the extent demanded by the OEM. This also applies to provisions or requirements whose implementation the OEM demands after the commencement of the contractual relationship between the IFA Group and the Seller.
14. Sustainability and Corporate Responsibility
14.1 In adherence to the Seller's obligation to comply with the provisions listed under Clause 14.1, the Seller commits to implementing the following measures / adhering to the following requirements and passing on the following obligations along the supply chain:
· Compliance with all laws and regulations applicable to the Seller and/or its business relationship with the IFA Group.
· Establishment of a Code of Conduct and its introduction within the Seller's own company, ensuring its compliance.
· Prevention of the commission of any criminal offenses under the German Criminal Code (StGB) and the locally applicable criminal laws by the Seller or the personnel employed by them during the performance of their duties.
· Creation of a corporate ethics policy (if not already existing) covering at least corruption, extortion, bribery, data protection, fair competition, antitrust law, and conflicts of interest, as well as regular training of the Seller's employees on this policy.
· Provision of appropriate notices to the Buyer if the goods supplied by the Seller or its subcontractors are subject to German, EU, or US export control laws and the national export control laws of the country of origin of the goods, including the communication of the relevant export control list numbers.
· Provision of appropriate notices to the Buyer if the goods supplied by the Seller or its subcontractors are "US items" within the meaning of US export control law.
· Disclosure of the value and current export control classification if the goods supplied by the Seller or its subcontractors contain US components.
· Immediate notification to the Buyer in case of changes related to export control-relevant data of delivered goods.
· Reduction of adverse impacts on humans and the environment due to the Seller's activities through the establishment and adherence to an environmental management system, as well as the creation and implementation of a corporate policy on environmental protection, greenhouse gas emissions, energy efficiency, renewable energies, natural resource management, and waste prevention.
· Compliance with the Paris Climate Agreement, including the reduction of CO2 emissions along the entire value chain and the creation of transparency regarding the emissions of the Seller and those of its suppliers along the supply chain.
· Minimization of resource wastage through responsible resource management, maximizing the use of secondary raw material sources, and establishing closed-loop systems for material return.
· Assurance of effective animal welfare measures along the entire supply chain, including the implementation of standards and best practices, the application of non-animal testing methods, and adherence to the principles of animal welfare organizations.
· Avoidance of forced resettlements.
· Safe, sustainable, and properly documented handling of chemicals and other environmentally hazardous substances, including proper labeling, handling, transportation, storage, reuse, recycling, or disposal, and informing the Buyer about these measures.
· Protection of natural ecosystems and avoidance of actions leading to alteration, deforestation, or damage to such ecosystems, as well as avoiding the use of resources mined from the deep sea to the extent possible.
· Implementation of measures to prevent harmful soil changes, water, and air pollution, noise pollution, or excessive water consumption.
· Establishment of a human rights due diligence process in the Seller's company based on the nature, origin, production, and risks of the product, enabling the verification of these measures by the IFA Group or third parties appointed by the IFA Group.
· Guarantee by the Seller that the use of security forces will not lead to harassment, abuse, injuries, or punishment of workers, and will not violate the prohibition of torture or impair the freedom of association of workers.
· Ensuring compliance with all ILO conventions regarding workers' rights and labor standards.
· Assurance by the Seller that the production or processing of goods along the entire value chain is free from child labor and that appropriate investigations will be conducted in case of suspected violations.
· Commitment by the Seller to create, implement, and enforce a policy on working conditions and human rights, covering various aspects such as child labor, young workers, wages, social benefits, working hours, modern slavery, freedom of association, collective bargaining, harassment, and non-discrimination at work.
14.2 Furthermore, the seller undertakes to take all other measures requested by an automotive manufacturer (OEM) in connection with a project in which the seller is or is already involved. The seller undertakes to implement the OEM's requirements and to pass them on along the supply chain to the extent requested by the OEM. This also applies to measures or requirements prescribed by the OEM, the implementation of which the OEM only requests after the commencement of the contractual relationship between the IFA Group and the seller.
15. Right of Termination in Case of Insolvency
If insolvency proceedings or an out-of-court settlement procedure is initiated against one party's assets, the other party is entitled to terminate the entire contractual relationship without observing a notice period.
16. Final Provisions
16.1 These General Terms and Conditions and all contractual relationships between the IFA Group and the seller are subject exclusively to the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and German international private law (IPR).
16.2 The exclusive – also international – place of jurisdiction for all disputes arising from the contractual relationship is the registered office of the IFA Group. However, the IFA Group is entitled to file suit before any other competent court. Mandatory statutory provisions, especially regarding exclusive jurisdictions, remain unaffected.
16.3 If individual provisions of these General Terms and Conditions are or become ineffective, the validity of the remaining provisions shall not be affected thereby. In such a case, both parties shall reach an agreement that comes as close as possible to the economic intent of the ineffective provision.
Date: 03/2024