Imprint
Privacy Policy
GTCP
GMC
 
 

Imprint MBtech Group GmbH & Co. KGaA

 
 

Provider

MBtech Group GmbH & Co. KGaA
Posener Str. 1
71065 Sindelfingen

Phone +49 (0)7031 686-3000
Fax +49 (0)7031 686-4500
E-Mail: info@mbtech-group.com

Pers. liable shareholder: MBtech Verwaltungs-GmbH, Sindelfingen
Managing Directors: Dr. Wolfram Motz, Henry Kohlstruck

Commercial Register Stuttgart, No.: HRB 731774 and HRB 727997
VAT registration number: DE 81 15 86 031

 
 

Legal notices and terms

Copyrights
Copyright 2017 MBtech Group GmbH & Co. KGaA, hereafter MBtech. All Rights Reserved. The text, images, graphics, sound files, animation files, video files and their arrangement are all subject to Copyright and other intellectual property protection. These objects may not be copied for commercial use or distribution, nor may these objects be modified or reposted to other sites. Some MBtech Internet sites also contain material that is subject to the copyright rights of their providers.

 
 

Trademarks
Unless otherwise indicated, all marks displayed on MBtech Internet sites are subject to the trademark rights of MBtech and/or Daimler AG; this applies especially to its model name plates, and its corporate logos and emblems.

 
 

No Licenses
MBtech has thought to achieve an innovative and informative Internet site. We hope that you will be as enthusiastic as we are about this creative effort. However, you also need to understand that MBtech must protect their Intellectual Property, including their patents, trademarks and copyrights. Accordingly, you are hereby on notice that neither this Internet site, nor any material contained therein shall in any way grant or be taken to grant any person a license to MBtech’s Intellectual Property.

 
 

Cautions regarding forward-looking statements
A number of Internet pages contain things forwardlooking statements that reflect the MBtech management’s views. The words "anticipate", "estimate", "expect", "intend" and "plan" on these Internet pages serve to identify forward-looking statements. Such statements are forward-looking statements that reflect MBtech's current views with respect to future events and are subject to risks and uncertainties. MBtech does not intend or assume any obligation to update any forward-looking statements.

 
 

No Warranties or Representations
The information and details on this Internet site are provided by MBtech "as is" and to the extent permitted by law, are provided without warranty of any kind, expressed or implied, including but not limited to any implied warranties of merchantability, fitness for any particular purpose, or non infringement. While the information provided is believed to be accurate, it may include errors or inaccuracies.

This Internet site contains links to external sites on the Internet. We would like to point out that we have no control over the design and content of the sites. Therefore we are not responsible for the topicality, correctness and completeness or quality of the information provided. As such we herewith distance ourselves from all of the contents of these pages. This explanation applies to all of the links to external pages and contents included on our Internet pages.

 
 

Privacy Policy

 
 

The responsible body
as defined by the Data Protection Act, specifically the EU General Data Protection Regulation (GDPR), is:

MBtech Group GmbH & Co. KGaA
Posener Str. 1
71065 Sindelfingen

Phone: +49 (0)7031 686-3000
Fax: +49 (0)7031 686-4500
Email: info@mbtech-group.com

Pers. liable shareholder: MBtech Verwaltungs-GmbH, Sindelfingen
Managing Directors: Dr. Wolfram Motz, Henry Kohlstruck

Commercial Register Stuttgart, No.: HRB 731774 and HRB 727997
VAT registration number: DE 81 15 86 031

 
 

Privacy statement
MBtech appreciates your visit to this web site and your interest in our company and products. Your privacy is important to us and we want you to feel comfortable visiting our sites.

The data protection pertains to personal data. Pursuant to § 3 paragraph 1 of the Federal Data Protection Act (BDSG), this is data related to the personal or material relationships of a specific or specifiable natural person. This includes information such as name, address, e-mail address or telephone number, for example, or other usage data such as your IP address.

The protection of your privacy in the processing of your personal data is an important concern to which we pay special attention during our business processes. Personal data collected during visits to our Web sites are processed by us according to the legal provisions valid for the countries in which the Web sites are maintained. The MBtech Web sites may include, however, links to Web sites from other providers which are not covered by this privacy statement.

 
 

Your Rights
You can exercise the following rights at any time by contacting our data protection officer at the contact details provided:

  • Obtaining information about data related to you that we have on file and how that data is processed,
  • Correction of inaccurate personal data,
  • Deletion of data related to you that we have on file,
  • Restriction of data processing if we are not yet allowed to delete your data due to legal obligations,
  • Objection to our processing of your data and
  • Data portability, if you have consented to data processing or have concluded a contract with us.

If you have given us your consent, you can revoke it at any time with effect for the future.
You can contact your local supervisory authority at any time with a complaint. Your supervisory authority varies depending on your country of residence, your work or the nature of the alleged infringement. A list of supervisory authorities (for the non-public sector) and their addresses can be found at: www.bfdi.bund.de

 
 

Collection and Processing of Personal Data
Upon visiting our websites, our web servers store the name of your Internet service provider, the website from which you visited us, our websites which you visit along with the date and duration of the visit by default. Additional personal data is only saved if you provide this data through your own actions, such as during registration, as part of a survey, a competition or the fulfillment of a contract.

In general, there is no need for you to provide personal data in order to use our website. However, in order to actually provide our services and make full use of our range of offerings, we may require your personal data. This applies both to the provision of information material or ordered goods and also in order to respond to individual enquiries.

If you commission us with the provision of a service or delivery of goods, then we collect and store your personal data only to the extent required for the provision of the service or the fulfillment of the contract. In such cases, it may be necessary to pass on your personal data to companies which we utilize to provide the service or fulfill the contract. These companies consist of transport companies or other services, for example. If we perform any of the activities or provide services described hereinafter or other activities or services, we would like to collect and store your personal data and will request your explicit permission at the corresponding location on our website:

  • Delivery of the newsletter
  • Competition participation
  • Entry in databases or
  • Customization of our website
  • Additional services and offerings whose data collection requires your express permission.

After the complete fulfillment of the contract, your data is blocked and deleted after the expiry of the storage periods stipulated by tax law and commercial law, provided that you have not explicitly approved any additional use of the data for other purposes.

If you have registered your e-mail address for our newsletter, we will also utilize your e-mail beyond the fulfillment of the contract for our own advertising purposes until such times as you cancel the newsletter subscription.

 
 

Use and Disclosure of Personal Data and Purpose Specification
MBtech will use your personal data for the purpose of technical administration of the Web sites, customer administration, product surveys and marketing, only to the extent necessary in each specific case.

We will only disclose your data to governmental authorities in cases where it is required by law. Our employees, agencies, and retailers are obliged by us to respect confidentiality. We observe the principle of purposeful data usage and collect, process and store your personal data only for those purposes of which you have informed us. Your data is not forwarded to third parties without your express permission where this is not essential for the provision of the service or the fulfillment of the contract. Furthermore, data is only passed on to authorized state institutions and authorities within the scope of the mandatory legal information obligations or in such cases in which we are obliged to provide this information as a result of a judicial decision.

In order to process your online application we will record, process and use data relating to your person. Naturally we will treat your data with the utmost confidentiality in accordance with legal regulations. You application will be processed and saved in a database from the MBtech group exclusively for use in processing your online application. Following the end of the application process data relating to your person will be deleted unless you explicitly authorise that they be saved for a longer period of time. Upon transferring your documents you thereby agree that your application be examined with regard to other job vacancies and forwarded to those people involved in the associated application process. You possess the right to request information about your data saved by the MBtech Group at any time.
As such we will provide you with information as to which data are saved by us at any time. Should you wish to alter, supplement or withdraw your application,
we ask that you inform us thereof. Please send an e-mail to: pplctnmbtch-grpcm. By sending us your application, you thereby consent to the
electronic processing of your data.

 
 

Purposes of data processing by the responsible party and third parties
We only process your personal data for the purposes stated in this privacy policy. Your personal data will not be passed on to third parties for purposes other than those mentioned. We will only share your personal information with third parties if:

  • You have given your express consent,
  • Processing is required to process a contract with you,
  • Processing is necessary to fulfil a legal obligation,

Processing is necessary to protect legitimate interests and there is no reason to believe that you have an overriding legitimate interest in not having your data disclosed.

 
 

Freedom of Choice
We should like to use your data to inform you about our products and services and where applicable request your opinion. Naturally your participation is completely voluntary. Should you not consent, you can inform us at any time by postal letter, so that we can specifically prohibit the use of your data accordingly. Please refer to local Brand site services for further instructions.

 
 

Collection of general information when you visit our website
Information of a general nature is automatically collected by a cookie when you access our website. This information (server log files) includes, among others things, the type of browser used, the operating system used, the domain name of your internet service provider, and other similar data. None of the information collected can be connected to you as an individual.

This information is produced automatically during internet use and is required for technical reasons to ensure that the web content you request can be correctly displayed. In particular, it is processed for the following purposes:

  • Ensuring your connection to the site is uninterrupted,
  • Ensuring you are able to use our website without problems,
  • Evaluation of system security and stability, and
  • for other administrative purposes.

Your personal data is processed based on our legitimate interest arising from the aforementioned data collection purposes. We do not use your data to draw conclusions about you personally. The only recipients of the data are the responsible party and, if applicable, the data processing company.
We may statistically evaluate anonymous data of this kind in order to optimise our website and the technology behind it.

 
 

Cookies
Like many other websites, we use "cookies". Cookies are small text files that are transferred from a website server to your hard drive. When this happens, we automatically receive certain data, such as your IP address, your browser, the operating system on your computer, and your connection to the internet.

Cookies cannot be used to run programs or transfer viruses to your computer. Using the information contained in the cookies, we can simplify navigation for you and ensure that our website displays correctly.

Under no circumstances will the data we collect be disclosed to third parties or linked to personal data without your consent.

Of course, you can also view our website without cookies. Internet browsers are normally configured to accept cookies. You can disable the use of cookies at any time in your browser settings. Please refer to your Internet browser's help feature to learn how to change these settings. Please note that some of our website features may not work if you have disabled cookies.

 
 

Google Analytics

Data collection via Google Analytics
This website uses Google Analytics, a web analysis service provided by Google Inc. (hereafter: Google). Google Analytics uses "cookies", text files stored on your computer that enable your website use to be analysed. Cookie-generated information about your use of this website is usually transmitted to and stored on a Google server in the USA. However, because IP anonymization is activated on this website, Google will store your IP address in shortened form if you are accessing this site from within the European Union or the European Economic Area. The full IP address will only be transferred to a Google server in the USA and shortened there in exceptional cases. Google will use this information on behalf of the operator of this website to evaluate your use of the website, to compile reports on website activity, and to provide other services relating to website activity and internet usage for the website operator. The IP address transmitted by your browser as part of Google Analytics is not conflated with other Google data.

The data are processed in order to evaluate website use and to compile reports on website activities. Other related services will then be provided based on your use of the website and the internet. Such processing serves the legitimate interest of the website operator.

You can prevent cookies from being stored by selecting the appropriate settings in your browser; however, we wish to point out that if you do so, you may not be able to enjoy the full functionality of this website. You can also prevent Google from collecting cookie-generated data relating to your use of the website (including your IP address) and processing such data by downloading and installing the browser plug-in available at the following link: tools.google.com

In addition or as an alternative to the browser add-on, you can prevent tracking by Google Analytics on our pages by clicking this link

This will save an opt-out cookie onto your device. This will prevent Google Analytics collecting data on this website when you use this browser in the future, as long as the cookie remains installed in your browser.

Google Maps

Use of Google Maps
This website uses Google Maps API to display geographical information visually. When Google Maps is used, Google also collects, processes, and utilises data about the visitor's use of map functions. For more information about how Google processes your information, please see the Google Privacy Notice: www.google.com/privacypolicy

You can also change your personal privacy settings in the Privacy Centre.

Detailed instructions for managing your own data in connection with Google products can be found here: http://www.dataliberation.org/

YouTube videos

Embedded YouTube videos
We embed YouTube videos on some of our websites. The operator of the respective plugins is YouTube LLC, 901 Cherry Ave., San Bruno, CA 94066, USA. A connection to YouTube servers is established whenever you visit a page with a YouTube plugin. This informs YouTube which pages you are visiting. When you are logged in to your YouTube account, YouTube can associate your browsing habits with you personally. You can prevent this by logging out of your YouTube account beforehand.

When you play a YouTube video, the provider uses cookies that collect information about user behavior.
If you have deactivated cookie storage for the Google Ad program, such cookies will also not be used when you view YouTube videos. YouTube also stores non-personal usage information in other cookies. If you wish to prevent this, you must block cookie storage in your browser.

Further information on data protection at "Youtube" can be found in the provider's privacy policy at: www.google.de/intl/de/policies/privacy/

Social Plugins

Social Plugins
Social plugins from the providers listed below are used on our websites. You can recognise the plugins because they are indicated by the corresponding logo.
Under certain circumstances, these plugins may be used to send information to the service provider for its own use where applicable. Said information may include personal data. We use a 2-click solution to prevent the unintentional and unwanted collection and transmission of your data to these service providers. To activate a social plugin, users must first click on the corresponding button. Only when the plugin is activated will information be collected and transmitted to the service provider. We do not collect any personal data using social plugins or any data about how they are used.

We have no influence over which data an activated plugin collects and how it is used by the provider. At this time, you should assume that direct connections will be established to the services of the respective provider and that, at the least, your IP address and device-related information will be recorded and used. Service providers may also try to save cookies on your computer. Please refer to the data protection information of the respective service provider to find out precisely which data is collected and how it is used. Note: If you are logged in to Facebook at the same time, Facebook can identify you as a visitor to a specific page.

We have included the social media buttons of the following companies on our website:

Google AdWords

Google AdWords
Our website uses Google Conversion Tracking. If you have reached our website via an ad placed by Google, Google Adwords sets a cookie on your computer. The cookie for conversion tracking is set when a user clicks on an ad placed by Google. These cookies expire after 30 days and are not used for personal identification. If the user visits certain pages of our website when the cookie has not yet expired, we and Google can detect that the user clicked on the ad and proceeded to this website. Each Google AdWords advertiser has a different cookie. Therefore, cookies cannot be tracked using the website of an Adwords advertiser. The information obtained via the conversion cookie is used to create conversion statistics for Adwords customers who have opted into conversion tracking. Clients are told the total number of users who clicked on their ad and were redirected to a website equipped with a conversion tracking tag. However, advertisers do not obtain any information that can be used to personally identify users.

If you do not wish to be tracked, you can refuse to allow the necessary cookie to be set - for example via browser settings that deactivate all automatic cookie setting or by setting your browser to block cookies from the "googleleadservices.com" domain.

Please note that if you do not wish measurement data to be recorded, you must not delete opt-out cookies. If you have deleted all cookies in your browser, you must reset the respective opt-out cookie.

Google Remarketing

Using Google Remarketing
This website uses the remarketing feature from Google Inc. The purpose of this feature is to present interest-based ads to website visitors within the Google advertising network. A "cookie" is stored in the visitor's browser, which makes it possible to recognise the visitor when he or she visits websites that belong to Google's advertising network. These pages may present advertisements to visitors relating to content previously accessed by visitors to websites that use Google's remarketing feature.

Google states that it does not collect any personal data during this process. If you do not wish to use Google's remarketing function, you can deactivate it by changing the appropriate settings here: www.google.com/settings/ads

Alternatively, you can disable the use of cookies for interest-based advertising through the Network Advertising Initiative by following the instructions here: www.networkadvertising.org/managing/opt_out

 
 

Security / SSL encryption
MBtech uses technical and organizational security measures in order to protect the data we have under our control against accidental or intentional manipulation, loss, destruction or against access by unauthorized persons. Our security procedures are continually enhanced as new technology becomes available.

To protect the security of your data during transmission, we use state-of-the-art encryption methods (e.g. SSL) via HTTPS.

 
 

Contact form
If you contact us with any questions by email or via the contact form, you thereby give us your consent to contact you. A valid email address is required for this purpose. This is used to sort the request and then reply to it. The provision of any further data is optional. The information you give us will be stored for the purpose of processing the request, as well as for potential follow-up questions. After your request has been processed, your personal data will automatically be deleted.

 
 

Right of access and right of rescission
You shall receive access to your data which we have stored at any time, without specifying reasons and free of charge. You may block, correct or have deleted your data which we have stored at any time. Furthermore, you may also withdraw the permission to collect and utilize data without specifying reasons at any time. To do so, please use the contact address specified in the imprint. We are available to answer any further questions that you may have about our data protection information and the processing of your personal data at any time.

 
 

Amendments to our privacy policy
We reserve the right to amend this privacy policy so that it always meets the current legal requirements or to update the privacy policy to reflect changes to our services, such as the introduction of new services. The new privacy policy will then apply to any subsequent visits.

Our data protection provisions may change at regular intervals. Your rights shall not be excessively restricted as a result thereof without your permission.
All changes to the data protection terms shall be published on this website. If necessary, we shall inform you via e-mail in the event of significant changes.

 
 

Questions for the data protection officer
If you have any questions about privacy, please write us an email or contact the person responsible for privacy in our organization directly:

Rüdiger Naujoks
Data Protection Officer (DPO)
AKKA Deutschland GmbH
data-privacy@akka.eu

The privacy policy was created using the Privacy Policy Generator from activeMind AG

GTCP Engineering & Development Services
GTCP Material Procurement
GTCP IT
 
 

General Terms and Conditions of Purchase of MBtech Group GmbH & Co. KGaA for Engineering and Development Services

 
 

The MBtech Group GmbH & Co. KGaA (“MBtech”) is an internationally leading engineering and consulting company for the automotive industry. MBtech is distinguished by the tightly meshed development and consulting services covering the entire automotive value chain, railway and aerospace sectors. With around 3,300 employees, MBtech is represented in Germany, the Czech Republic, Hungary, China, Turkey and the USA. The company is headquartered in Sindelfingen and has been part of the network of AKKA Technologies headquartered in Paris since 2012.

 
 

Clause 1 - General points and scope of these General Terms and Conditions

  1. These MBtech General Terms and Conditions of Purchase for Engineering and Development Services (GTC Engineering) shall be applicable on an exclusive basis; any Contractor`s terms and conditions contrary to or in addition to or in deviation from these provisions shall not be recognised by MBtech unless they have been expressly approved by MBtech in writing. These GTC Engineering shall also apply if MBtech is aware of conflicting, supplementing or deviating Contractor’s GTC and if it has accepted the Contractor’s services without reservation.

  2. Any arrangements concluded between MBtech and the Contractor for the implementation of the underlying contract shall be specified in this agreement in writing; there are no supplementary verbal agreements.

  3. MBtech’s GTC Engineering shall only apply in relation to business persons, legal entities under public law and public law special funds as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 310 subsection 1.

  4. Under an ongoing business relationship these MBtech GTC Engineering shall also apply to all future business with the relevant Contractor.

  5. Engineering and development services shall be understood to cover technical services as well as deliverables that are to be achieved through services and also items that are to be created or modified through services.

  6. These GTC Engineering also apply to any subsidiaries of MBtech; this does not apply, if a subsidiary of MBtech expressly excludes the applicability of these GTC Engineering in writing.
 
 

Clause 2 - Call-off orders (German: Abrufbestellungen), orders and order documents

  1. The object of this agreement is the delivery of services based on orders issued by MBtech to the Contractor, based on these GTC Engineering. The Contractor shall work for MBtech within the specified service period as detailed in the service specifications and shall ensure that its performance does not exceed this period.

  2. MBtech’s call-off orders regarding concluded framework service contract must be made in writing in order to be valid. MBtech’s call-off orders are binding as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 145. The contract is concluded with receipt of the countersigned call-off order within the acceptance period. MBtech may revoke the call-off order after expiration of the acceptance period.

  3. Moreover, single service contracts shall be formed electronically on the MBtech-Supplier-Portal (e-procurement system). In this case MBtech’s binding order is formally valid in text form as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 126b and will be send via the MBtech-Supplier-Portal as pdf file and the contract will be concluded by clicking the acceptance-button within the acceptance period. MBtech may revoke the order after expiration of the acceptance period.

  4. MBtech reserves ownership rights and copyrights in respect of all illustrations, drawings, calculations and other documents; such documents shall not be shared with third parties without MBtech’s express written permission. They shall be used exclusively for services ordered by MBtech; once the ordered services have been delivered, such documents shall be returned to MBtech without the need for a request. Confidentiality shall be kept towards third parties in respect of such documents, subject to the additional provisions detailed in clause 12 subclause 1.
 
 

Clause 3 - Payment, content of invoices and terms of payment

  1. Payment shall be exclusively and bindingly subject to the hourly/daily rate specified in the order, but not the total (net total) specified therein. The payable amount shall be invoiced according to the services performed and shall be based solely on an electronic service record submitted by Contractor on the MBtech-Supplier-Portal. The validity of the e-service-record must be confirmed by MBtech’s project manager/cost centre manager. Section 616 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) is hereby waived.

  2. MBtech generally pays the daily rate for 8 working hours; additional working hours per day cannot be invoiced. If services of less than 8 hours are rendered, the daily rate is reduced on a pro rata basis.

  3. The payable amount detailed in the purchase order does not include VAT, which shall be specified by the Contractor separately in the invoice at the relevant rate stipulated under the relevant VAT legislation.

  4. Travel times, i.e. the time taken for journeys between the Contractor’s place of business and a place of performance specified by MBtech, shall not be remunerated unless otherwise agreed in writing.

  5. Unless otherwise agreed in writing, payment shall include travel as far as the relevant place of performance and other incidental expenses.

  6. After the performance of the services, the Contractor’s payment claim shall not become due until a legally compliant invoice has been issued as specified in the German VAT Act (Umsatzsteuergesetz, UStG), sections 14 and 14a.

  7. Invoices can only be processed if MBtech has received the original signed call-off order from the Contractor. Respectively the conclusion of contract has to be documented on the MBtech-Supplier-Portal. Further the Contractor has to deposit the e-service-record, Moreover, Contractor’s invoice – as specified in MBtech’s order – has to include the bill-to party specified therein, the purchase order number/call-off order number, the purchase order date/call-off order date and the actual service recipient and the responsible department. Invoices shall be sending to the bill-to party specified by MBtech. Any consequences resulting from non-compliance shall be the Contractor’s responsibility, unless the latter can provide evidence that it bears no responsibility.

  8. MBtech shall be entitled to a right of retention regarding the full invoice amount (net amount plus VAT), until MBtech receives an invoice in accordance with the specifications in clause 3.6 and 3.7. However, MBtech shall inform Contractor of the non-compliant invoice and MBtech shall demand a compliant invoice.

  9. After performance of the services MBtech shall make the relevant payment within 30 days of receipt of invoice unless otherwise agreed in writing.

  10. MBtech shall be entitled to its statutory rights of offset and retention.
 
 

Clause 4 - Service time frame, payment arrears and subcontractors

  1. The service period specified in the order for the delivery of services and the relevant service time specified for this purpose are binding.

  2. The Contractor undertakes to notify the contacts specified in the purchase order immediately by phone and in writing if circumstances occur or if it realises that the agreed time frame or service time cannot be observed.

  3. If the Contractor does not start with the performance of the services on the agreed date, then MBtech shall be entitled to all-inclusive damage compensation of 1% of the order value per completed week, albeit no more than 10%; MBtech reserves the right to assert further legal rights and claims in the event of delay. The Contractor shall be entitled to prove to MBtech that a given delay has caused no more than minor loss or none at all. If MBtech claims damage compensation, then the Contractor shall be entitled to prove that it is not responsible for a violation of duties.

  4. Clause 4 subclause 3 shall apply by analogy if the Contractor has exceeded a binding date of submission or completion.

  5. The Contractor shall not engage subcontractors for the fulfilment of the contract without written consent from MBtech.
 
 

Clause 5 - Service record

  1. MBtech’s project manager/cost centre manager shall confirm a perfectly executed service within a reasonable period of time; in evidence thereof, unless otherwise agreed in writing, the Contractor shall accept the e-service-record confirmed by MBtech on the MBtech-Supplier-Portal.

  2. The Contractor undertakes to ensure that each e-service-record is correct and confirmed by MBtech before issuing an invoice; if the Contractor fails to do so, then the resulting delays in processing shall not be the responsibility of MBtech.
 
 

Clause 6 - Contacts at MBtech
In its order MBtech shall appoint a technical contact (project manager) and an operational manager (buyer). Observance of contractual performance shall be monitored and documented by the project manager. All questions of the Contractor on the processing of an ordered service may also be dealt with by the buyer as a contact.

 
 

Clause 7 - Contractor’s staff

  1. The Contractor shall only employ skilled staff to ensure on-time and compliant contractual fulfilment. If the Contractor’s staff members need to be replaced for reason within a given person as an individual, then the Contractor cannot derive any rights to an extension of the deadline or any damage claims.

  2. If the ordered service is not performed on the Contractor’s own outdoor or indoor premises, then the Contractor undertakes to ensure that its staff will observe the relevant house rules and safety and security regulations and that they shall comply with all internal instructions issued by the MBtech project manager. In case of violations and infringements against such instructions, MBtech may ban the relevant Contractor’s staff members from its premises and may require the Contractor to replace such persons with different staff.

  3. Contractor’s staff may only enter MBtech’s indoor or outdoor premises for the fulfilment of ordered services. No access shall be granted to individuals who have not been appointed by the Contractor for the performance of ordered services.

  4. Contractor’s staff shall not be permitted to use MBtech facilities or equipment unless they have been expressly permitted to do so by the MBtech project manager.
 
 

Clause 8 - MBtech’s right to be informed

  1. Whenever requested by MBtech, the Contractor shall grant MBtech full access to the available working results and shall provide the same with any other details required for information purposes; furthermore, whenever requested, the Contractor shall also grant access to MBtech’s representatives to premises where ordered services are performed provided that this is done during the Contractor’s normal working hours.

  2. To ensure process and performance quality the contractor warrants that he applies certified quality management systems (for example ISO 9000). This also applies for the achievement of adequate information security (confidentiality, integrity and availability of MBtech information and data of all kinds) by the given warranty of the actual state of art technology and appropriate organizational measures. In this regard the customer is entitled to carry out audits at the contractor concerned. Information security incidents which have or may have a direct or indirect impact on MBtech must be reported immediately to MBtech (crprtscrtymbtch-grpcm).
 
 

Clause 9 - Liability

  1. MBtech shall be entitled to unrestricted legal rights and claims arising from non-fulfilment, poor performance and impossibility of performance; in the event of non-fulfilment MBtech shall be entitled, but not obliged, to claim subsequent performance in respect of the promised services from the Contractor. MBtech expressly reserves the right to damages alongside performance and the right to damages in lieu of performance or reimbursement of money spent unnecessarily.

  2. The Contractor shall be liable for all injury or damage caused by its staff to MBtech, irrespective of the level of care taken by the Contractor in the selection of staff and in instructing the same.
 
 

Clause 10 - Liability insurance

  1. The Contractor shall maintain professional liability insurance / employer’s liability insurance with at least € 2,500,000 coverage per claim for injuries and property damage and € 500,000 for financial loss; if MBtech is entitled to further reaching damage claims, then such claims shall not be affected. The Contractor shall maintain liability insurance beyond the term of the contract for at least another 6 months.

  2. The Contractor undertakes to keep informed about the liability risks involved in conducting the relevant project and to ascertain whether it is sufficiently insured or whether a project-specific professional or employer’s liability insurance with suitable coverage may be required.

  3. If requested, the Contractor shall submit to MBtech proof of cover in respect of such insurance; until proof of insurance MBtech can refuse the offered services without delay in accepting performance.
 
 

Clause 11 - Industrial property rights

  1. The Contractor shall ensure that no third-party rights are violated within the European Union in connection with its services.

  2. If a claim is made to this effect on MBtech, then the Contractor undertakes to indemnify MBtech from such claims upon the first written request; MBtech is not entitled to conclude agreements with third parties unless it has the Contractor’s consent; in particular, MBtech is not permitted to conclude a settlement.

  3. The Contractor’s obligation to indemnify MBtech refers to all expenses that are necessarily incurred by MBtech from or in the connection with a third-party claim.
 
 

Clause 12 - Confidentiality and advertising ban

  1. The Contractor shall maintain strict confidentiality on all illustrations, drawings, calculations and other documents and details received from MBtech. Such material shall only be disclosed to third parties upon obtaining express consent from MBtech. This confidentiality commitment shall continue beyond the termination of this agreement; it shall expire if and when the manufacturing expertise contained within the documents and details given to the Contractor has entered the public domain, but no later than 5 years after the underlying contract has been signed by the last of the parties.

  2. The Contractor shall not refer to MBtech as a business partner in information and advertising material unless it has MBtech’s express written consent to do so; the Contractor is liable towards MBtech for any damage arising from activities exceeding its authorities in this matter.
 
 

Clause 13 - Use of results
The Contractor shall transfer to MBtech the ownership of all written project results arising through the performance of services, covering both the creation of such results and each stage of processing. The Contractor shall thus continue to keep the items owned by MBtech until the hand-over / acceptance of the service. As soon as work has been created that is protected by industrial property rights or by copyright, the Contractor shall transfer to MBtech the complete, irrevocable and unlimited usufruct on such work, including the accompanying documents. MBtech’s usufruct includes, in particular, the rights to duplicate, modify and combine the results and the right to grant usufruct to third parties.

 
 

Clause 14 - Non-solicitation commitment

  1. If MBtech uses the Contractor on its customer’s premises, then the Contractor shall refrain from entering into direct or indirect contractual relationships with such customers both during deployment and for a period of two years upon termination of the work in cases where such relationships would involve activities under the customer project previously handled by MBtech. In cases where companies do not meet EU criteria for small and medium-sized enterprises (SMEs) (i.e. workforce less than 250, turnover less than or equal to EUR 40 million, balance total max. EUR 27 million) and also in the case of groups of companies, the non-solicitation commitment shall only apply to the relevant project organiser, i.e. the department that has the primary responsibility for the relevant project. In such cases the non-solicitation commitment shall by no means be applicable to the entire company or group of companies. Neither shall the non-solicitation commitment apply to cases where there are already demonstrable contacts with the relevant lead department.

  2. Each violation against legitimate non-solicitation interests of MBtech shall incur a contractual penalty of €10,000, although this penalty shall be limited to 10% of the relevant order volume, while reserving the right to assert further statutory claims and rights.
 
 

Clause 15 - Compliance with legislation

  1. The Contractor is obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition,guaranteeing advantages, acceptance of benefit, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the Contractor or other third parties. In the event of violation of the above, MBtech has the right to immediately withdraw from or terminate all legal transactions existing with the Contractor and the right to cancel all negotiations. The above notwithstanding, the Contractor is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with MBtech.

  2. In particular, the Supplier will observe the MBtech Code of Conduct
 
 

Clause 16 - Term and ordering party’s right of termination

  1. The contractual relationship shall terminate automatically through the achievement of its purpose (i.e. conclusion of the project), albeit no later than the termination of the binding service period set for the performance of services; this provision shall apply without prejudice to clauses 11 and 15 and without prejudice to the routine dismissal. The terminating party has to give the written notice of dismissal by the third workday (Monday-Friday) of the month to take effect on the end of the month

  2. If the parties have concluded a work contract as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 635), MBtech may cancel the contract at any time until the completion of the work, without specifying a deadline and without giving reasons. If MBtech cancels, the Contractor shall be entitled to receive payment for any services rendered up to that point, including any imputed profit in relation to those services.
 
 

Clause 17 - Place of jurisdiction and performance

  1. The courts of Stuttgart shall be exclusive jurisdiction in relation to any dispute arising out of or related to this agreement.

  2. The underlying agreement shall be subject to the laws of the Federal Republic of Germany, without application of the UN Convention on Contracts for the International Sale of Goods (CISG).

  3. Unless otherwise specified in a given call-off order/order, the place of performance shall be the location of MBtech’s registered office.
 
 

As of April 2017

 
 

General Terms and Conditions of Purchase of MBtech Group GmbH & Co. KGaA for Material Procurement

 
 

The MBtech Group GmbH & Co. KGaA (“MBtech”) is an internationally leading engineering and consulting company for the automotive industry. MBtech is distinguished by the tightly meshed development and consulting services covering the entire automotive value chain, railway and aerospace sectors. With around 3,300 employees, MBtech is represented in Germany, the Czech Republic, Hungary, China, Turkey and the USA. The company is headquartered in Sindelfingen and has been part of the network of AKKA Technologies headquartered in Paris since 2012.

 
 

Clause 1 - General points and scope of these General Terms and Conditions

  1. These General Terms and Conditions of Purchase of MBtech for Material Procurement (GTC Material) shall be applicable on an exclusive basis; any Contractor’s terms and conditions contrary to or in addition to or in deviation from these GTC Material of MBtech shall not be recognised by MBtech unless they have been expressly approved by MBtech in writing. These GTC Material of MBtech shall also apply if MBtech is aware of conflicting, supplementing or deviating Contractor’s GTC and if it has accepted the Contractor’s goods without reservation.

  2. Any arrangements concluded between MBtech and the Contractor for the implementation of the underlying contract shall be specified in this agreement in writing; there are no supplementary verbal agreements.

  3. MBtech’s GTC Material shall only apply in relation to business persons, legal entities under public law and public law special funds as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 310 subsection 1.

  4. Under an ongoing business relationship these MBtech GTC Material shall also apply to all future business with the relevant Contractor.

  5. These MBtech GTC Material also apply to any subsidiaries of MBtech; this does not apply, if a subsidiary of MBtech expressly excludes the applicability of these MBtech GTC Material in writing.
 
 

Clause 2 - Orders, call-off orders (German: Abrufbestellung) and order documents

  1. The Contractor shall confirm acceptance of MBtech’s binding purchase order within 5 business days (Monday-Friday), which it shall indicate by returning the signed order confirmation or by delivering goods ordered in due time. MBtech may revoke the purchase order after expiration of the acceptance period.

  2. MBtech’s call-off orders are binding offers as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 145) and formally valid in text form as defined in the German Civil Code (Bürgerliches Gesetzbuch, BGB) section 126b. A contract shall be formed in accordance with the call-off procedure specified in the call-off contract. MBtech may revoke its call-off order with expiration of the acceptance period.

  3. MBtech reserves ownership rights and copyrights in respect of all illustrations, drawings, calculations and other documents; such documents shall not be shared with third parties without MBtech’s express written consent. They shall be used exclusively for production on the basis of MBtech’s purchase order and shall be returned to MBtech after the completion of the purchase order without the need for a request. Confidentiality shall be kept towards third parties in respect of such documents, subject to the additional provisions detailed in clause 11.1.
 
 

Clause 3 - Prices, content of invoices and terms of payment

  1. The price stated in the purchase order/call-off order is exclusive of VAT at the relevant rate and is binding to this extent. VAT shall be specified separately in the invoice by the Contractor at the rate applicable on the invoice date. Unless otherwise agreed in writing, the price shall include “free domicile” shipment to the specified premises (DDP, Incoterms 2010) and free packaging. The return of packaging is subject to a separate agreement.

  2. The Contractor’s request for payment shall not become due until a legally compliant invoice has been issued as specified in the German VAT Act (Umsatzsteuergesetz, UStG), sections 14 and 14a. The invoice can only be processed if MBtech has received the delivery note and if the invoice contains especially the following details, as specified by MBtech in its purchase order/call-off order: bill-to party as indicated in the purchase order/call-off order, purchase order /call-off order number, purchase order/call-off order date and the specific goods recipient. The original invoice must also be sent to the bill-to party and must not be attached to the delivery and may in principle relate to only to one delivery note. If an invoice relating to multiple delivery notes, the invoice shall contain all the above mentioned requirements for all of the underlying purchase orders. Any consequences resulting from non-compliance shall be the Contractor’s responsibility, unless the latter can provide evidence that it bears no responsibility.

  3. MBtech shall be entitled to a right of retention regarding the full invoice amount (net amount plus VAT), until MBtech has received an invoice in accordance with the specifications in clause 3.2. However, MBtech shall inform Contractor of the non-compliant invoice and MBtech shall demand a compliant invoice.

  4. Following the delivery of the goods – which shall be free from material defects and from defects of title – MBtech shall pay the full purchase price within 30 days of the receipt of the compliant invoice unless otherwise agreed in writing.

  5. MBtech shall be entitled to its statutory rights of offset and retention.
 
 

Clause 4 - Delivery time

  1. The delivery time specified in the purchase order/call-off order shall be binding.

  2. The Contractor shall notify the relevant contact (as specified in MBtech’s purchase order/call-Off order) immediately and in writing if circumstances occur or become noticeable showing that the agreed delivery time cannot be observed.

  3. If, during the performance of the contract, that Contractor recognizes not to meet the deadlines agreed, for reasons beyond its control (e.g. force majeure, industrial action or lockout, operational failures or delays on the part of contractors), deadlines shall lengthen accordingly, as far as the modified deadline is reasonable for both parties taking into account all circumstances of each case. If an adjustment of deadlines is not possible or is not reasonable for one party, it may withdraw from the contract.

  4. In case of force majeure, faultless operational failures, disturbances, government actions and other inevitable incidences, MBtech shall not accept goods ordered during persisting incidences.

  5. The unconditional acceptance of a late delivery does not constitute a waiver of MBtech’s claim for damages due to late delivery until full payment of the purchase price.

  6. In the event of a delay in delivery MBtech may claim all-inclusive damage compensation for the delay, amounting to 1% of the delivered goods value per complete week and up to a maximum of 10% of the total delivered value; MBtech reserves the right to assert further legal rights and claims for the delay. The Contractor shall be entitled to prove to MBtech that a given delay has caused no more than minor loss or none at all. If MBtech claims damage compensation, then the Contractor shall be entitled to prove that it is not responsible for a violation of duties.
 
 

Clause 5 - Transfer of risks and documents

  1. Unless otherwise agreed in writing, shipping shall be free domicile. The Contractor shall bear the risk of accidental loss, destruction or deterioration until delivery of goods at the agreed place of delivery and acceptance of MBtech.

  2. The Contractor undertakes to ensure that all shipping papers and delivery notes bear the exact purchase order number/call-off order number assigned by MBtech, the purchase order date/call-off order date and the goods recipient and MBtech’s technical contact person shown in the purchase order/call-off order and shall enclose these documents with each consignment. At this the requirements of DIN 4991 are considered in principle. If the Contractor fails to do so, then the resulting delays in processing shall not be the responsibility of MBtech.
 
 

Clause 6 - Quality assurance

  1. The Contractor shall conduct quality assurance of which the type and scope shall match the prevailing state of the art and shall notify MBtech accordingly upon request. Should this be required, the Contractor shall conclude a suitable quality assurance agreement with MBtech.

  2. To ensure process and performance quality the contractor warrants that he applies certified quality management systems (for example ISO 9000). This also applies for the achievement of adequate information security (confidentiality, integrity and availability of MBtech information and data of all kinds) by the given warranty of the actual state of art technology and appropriate organizational measures. In this regard the customer is entitled to carry out audits at the contractor concerned. Information security incidents which have or may have a direct or indirect impact on MBtech must be reported immediately to MBtech (crprtscrtymbtch-grpcm).
 
 

Clause 7 - Inspections and liability for defects

  1. MBtech shall inspect the goods for any deviations in quantity and quality within a reasonable period of time. A legally valid notification of a defect over the phone shall be considered as delivered on time if it is presented within a period of 3 working days, counting from goods receipt in the event of an obvious defect and counting from discovery in the case of a hidden defect; any written notification after verbal notification is purely declaratory and shall be confirmed by the Contractor within 5 working days of its receipt by returning a signed duplicate. A legally valid notification of a defect in electronic form, in writing (with or without signature) shall be considered as delivered on time if it is presented within a period of 5 working days, counting from goods receipt in the event of an obvious defect and counting from discovery in the case of a hidden defect.

  2. If within six months after the transfer of risk, a material defect is recognizable as a consequential defect, it is presumed that the material defect existed at the transfer of risk as a fundamental defect. This does not apply, if the presumption is incompatible with the kind of thing or defect. German Civil Code (Bürgerliches Gesetzbuch, BGB) section 476.

  3. If a quality assurance agreement has been concluded between MBtech and the Contractor, then those special provisions shall apply in respect of MBtech’s duty to inspect for and report defects instead of the provisions detailed in clause 7.1.

  4. MBtech has an unrestricted entitlement to legal claims and rights arising from the surrender of goods with material defects or with defects of title; in either case MBtech may require the Contractor to effect subsequent performance within a reasonable period of time, at MBtech’s discretion, either by removing the defect or by delivering a new item. If MBtech requests remedy of defect, it may also specify the manner in which such remedy is to be performed. MBtech expressly reserves the right to damages alongside performance and the right to damages in lieu of performance or reimbursement of money spent unnecessarily.

  5. The place of fulfilment for remedy of defect shall be the place where the goods with defect are located at the time when the Contractor conducts remedial performance; the Contractor thus bears the risk of goods being removed from the original place of performance.

  6. If purchased goods have a defect and after the unsuccessful expiry of a reasonable deadline set by MBtech for the remedy of the defect, MBtech may remove the defect itself and require the Contractor to pay compensation for the resulting expenses.

  7. In case of remedy of defect in form of the delivery of a new item, the period of limitation starts with subsequent delivery. This does not apply if the Contractor delivers with fairness in trade, to avoid legal action or with the interest of ongoing supplier relationship.

  8. The limitation period shall be 24 months from the transfer of risk unless a given instance is subject to mandatory application of the provisions detailed in the German Civil Code (Bürgerliches Gesetzbuch, BGB), sections 478 and 479. German Civil Code (Bürgerliches Gesetzbuch, BGB) section 438 subsection 3 shall not be affected. A reduction of the purchase price or a withdrawal from the contract is invalid if the claim for remedy is barred by limitation by the time of receipt of the relevant statement and if the Contractor pleads for. There is a three (3) year limitation period for claims arising from declared effective withdrawal or effective reduction of purchase price, counted from the end of the year in which the claim arose.
 
 

Clause 8 - Product liability, indemnification and liability insurance

  1. 1. If product damage has occurred for which the Contractor is responsible, then the Contractor shall indemnify MBtech from third-party damage claims upon first request, provided that the cause of the damage is under its own control and within its own organisational sphere and that the Contractor itself is liable within its relationship with the relevant third parties.

  2. Acting under its liability for damage within the meaning of clause 8.1, the Contractor also undertakes to reimburse any expenses incurred under sections 683 and 670 of the German Civil Code (Bürgerliches Gesetzbuch, BGB) or under sections 830, 840 and 426 of the same code, where such expenses arise from or in connection with a product recall conducted by MBtech. Provided that this is possible and reasonable, the Contractor shall be notified by MBtech about the object and scope of a given product recall that is to be conducted and shall furthermore be given an opportunity to comment. This applies notwithstanding further legal claims.

  3. The supplier undertakes to maintain product liability insurance with an insured sum (all-inclusive) of €10 million per injury or property damage; if MBtech is entitled to further-reaching damage claims, then such claims shall not be affected.
 
 

Clause 9 - Property rights

  1. The Contractor shall ensure that no third-party rights are violated within the European Union or the United States in connection with its goods.

  2. If a claim is made to this effect on MBtech, then the Contractor undertakes to indemnify MBtech from this claim upon the first written request; MBtech is not entitled to conclude agreements with third parties unless it has the Contractor’s consent; in particular, MBtech is not permitted to conclude a settlement.

  3. The Contractor’s indemnification duty refers to all expenses incurred by MBtech from or in connection with third-party claims unless the Contractor proves that it is not responsible for the breach of duty underlying the violation of industrial property rights.

  4. The period of limitation shall be 36 months, counting from the transfer of risks.
 
 

Clause 10 - Retention of title, provision of materials by the principal and provision of tools

  1. If MBtech provides materials to the Contractor, then it reserves ownership on the same. Any processing or modification by the Contractor shall be conducted for MBtech. If MBtech’s goods under reservation of title are processed in combination with items that do not belong to the latter, then MBtech shall acquire ownership (title) of the new item at the ratio between its own item (purchase price plus VAT) and the other items at the time of processing.

  2. If goods provided by MBtech are inseparably combined with items that do not belong to the latter, then MBtech shall acquire ownership (title) of the new item at the ratio between the item under reservation of title (purchase price plus VAT) and the other combined items at the time of combination. If combining proceeds in such a way that the Contractor’s item must be seen as the main item, then the parties agree that the Contractor shall transfer pro-rata co-ownership to MBtech; the Contractor shall take care of the item which is under MBtech’s sole or co-ownership.

  3. MBtech reserves a right of ownership on tools; the Contractor shall also ensure that tools are used exclusively for manufacturing the goods ordered by MBtech. Tools owned by MBtech shall be insured by the Contractor for fire, water damage and theft at their replacement value and at the Contractor’s own expense. At the same time, the Contractor hereby assigns to MBtech, by way of anticipation, all compensation claims under this insurance, and MBtech hereby accepts this assignment. The Contractor undertakes to conduct any maintenance work, inspections, servicing and repair work that may be required on our tools and shall do so at its own expense and in good time. Any faults shall be reported to MBtech immediately; culpable failure to do so shall lead to unqualified damage claims on the part of MBtech.

  4. If the security interests to which MBtech is entitled under clause 10.1 and/or clause 10.2 exceed the total purchase price of all goods that are under reservation of title and which have not yet been paid and if this difference is more than 10%, MBtech shall release its security interests at the Contractor’s request.
 
 

Clause 11 - Confidentiality, non-exclusive right of use and advertising ban

  1. The Contractor shall maintain strict confidentiality on all illustrations, drawings, calculations and other documents and details received from MBtech. Such material shall only be disclosed to third parties upon obtaining express consent from MBtech. The confidentiality commitment shall continue beyond the termination of this agreement; it shall expire if and when the expertise contained within the illustrations, drawings, calculations and other documents given to the Contractor has entered the public domain, but no later than 5 years after the underlying contract has been signed by the last of the parties. The Contractor shall oblige Subcontractors accordingly.

  2. The Contractor hereby grants MBtech a non-exclusive, irrevocable, transferable right, unlimited in terms of time, place and content, to use copyright-protected results arising in connection with the development work and delivery to MBtech (e.g. designs, drawings, sketches, layouts, blueprints, plans, design data, information) in any way, free of charge, and to amend, edit and disseminate them, in so far as MBtech remunerates the Contractor for development work in the form of a one-time payment, allocation to piece price or by other means.

  3. The Contractor shall not refer to MBtech as a business partner in information and advertising material, neither shall the Contractor use the MBtech logo or brand name unless it has MBtech’s express written consent to do so; the Contractor is liable towards MBtech for any damage arising from activities exceeding its authorities in this matter.
 
 

Clause 12 - Export Control, Customs

1. The Contractor shall inform MBtech of authorizations for (re-)exports of its goods corresponding to the export and the customs regulations of the Republic of Germany, the European Union and the U.S.A., as well as of the origin country of its goods. Therefore Contractor´s offers, acceptances of order and invoices shall contain:

  • a. the export list number in accordance with the attachment AL to the German foreign trade act (German: Außenwirtschaftsverordnung) or comparable classification list positions of relevant export lists,
  • b. for goods from the U.S. the ECCN( Export Control Classifications Number) in accordance with the EAR( US Export Administration Regulations),
  • c. the commercial policy origin of goods of its commodities and the parts of its goods including technology and software,
  • d. if the goods are transported trough the U.S., manufactured or stored in the U.S., or produced with the help of technology from the US,
  • e. a person to contact in it’s company for resolving questions.

2. If explicitly demanded by MBtech, Contractor shall inform MBtech of all foreign trade data of its goods and parts in writing. Therefore the Contractor shall inform MBtech immediately of any changes to the forwarded data in writing.

 
 

Clause 13 - Ordering party’s right of cancellation
Until delivery has taken place MBtech may cancel the contract at any time, without stating its reasons. If MBtech cancels, the Contractor shall be entitled to receive payment for any goods delivered up to that point, including any imputed profit in relation to those goods.

 
 

Clause 14 - Compliance with legislation

  1. Within the framework of its commercial dealings with MBtech, the Contractor is obliged to desist from all practices which may lead to penal liability due to fraud or embezzlement, insolvency crimes, crimes in violation of competition, guaranteeing advantages, bribery, acceptance of bribes or other corruption crimes on the part of persons employed by the Contractor or other third parties. In the event of violation of the above, MBtech has the right to immediately withdraw from or terminate all legal transactions existing with the Contractor and the right to cancel all negotiations. The above notwithstanding, the Contractor is obliged to adhere to all laws and regulations applicable to both itself and the commercial relationship with MBtech.

  2. In particular, the Supplier will observe the MBtech Code of Conduct.
 
 

Clause 15 - Places of jurisdiction and performance

  1. The courts of Stuttgart shall be exclusive jurisdiction in relation to any dispute arising out of or related to this agreement.

  2. The underlying agreement shall be subject to the laws of the Federal Republic of Germany, without application of the UN Convention on Contracts for the International Sale of Goods (CISG).

  3. Unless otherwise specified in the purchase order/call-off order, the place of performance shall be the location of MBtech’s registered office.
 
 

As of April 2017

 
 
 
 

General Marketing Conditions of MBtech Group GmbH & Co. KGaA

 
 

The MBtech Group GmbH & Co. & KGaA (“MBtech”) is an internationally leading engineering and consulting company for the automotive industry. MBtech is distinguished by the tightly meshed development and consulting services covering the entire automotive value chain. The MBtech brand combines all of its products and services into four segments: MBtech vehicle engineering, MBtech powertrain solutions, MBtech electronics solutions and MBtech consulting.

 
 

(1) General - area of application

  1. These general marketing conditions of MBtech (German: AVB) apply exclusively; any customer’s terms and conditions contrary to or in addition to or in deviation from these general marketing conditions of MBtech shall not be recognised by MBtech unless they have been expressly approved by MBtech in writing. These general marketing conditions of MBtech shall continue to apply if MBtech unreservedly renders the agreed services in view of conflicting, supplementing or deviating general terms and conditions of business on the part of the customer.

  2. All agreements between MBtech and the customer to be set forth in this contract must be in writing; there are no verbal subsidiary agreements.

  3. These general marketing conditions of MBtech apply solely to the business, legal entity of public law and asset subject to public law, pursuant to Art. 310 par. 1 German Civil Code [BGB].

  4. In the event of an ongoing business relationship, these general marketing conditions of MBtech shall also apply to all future transactions involving the customer concerned.

  5. These general marketing conditions of MBtech also apply to subsidiaries of MBtech; this does not apply, if a subsidiary of MBtech expressly excludes applicability of these general marketing conditions in writing.
 
 

(2) Quotation - quotation documentation

  1. Quotations supplied by MBtech are binding unless it is specified as “non-binding” or “without obligation”.

  2. On customer's request MBtech submits at its expense a binding quotation limited in time. The contract will be concluded by receipt of customer's binding order, totally matching MBtech’s quatation. In case of deviations from conditions set out in MBtech’s quotation customer's order shall be deemed refused, if customer does not receive MBtech´s order confirmation within 4 weeks after receipt of customer's order.

  3. MBtech retains ownership and copyright of all figures, drawings, calculations and other documentation. This also applies to all such written documentation marked "confidential". The customer must receive the express written consent of MBtech before passing any such documentation or materials to third parties.
 
 

(3) Scope of service

  1. The type and scope of services to be rendered by MBtech are detailed in MBtech's quotation. The quotation is compiled by MBtech on the basis of functional and technical specifications of the product/order provided by the customer. These specifications must be complete and accurate.

  2. If, with the customer's consent, MBtech assumes the deliverables of a third-party contractor as the basis or component of its services, MBtech shall be entitled to put these towards its provision of services without a corresponding inspection, unless the customer expressly instructs MBtech in writing to carry out such an inspection.

  3. MBtech shall render all services on the basis of the relevant applicable recognised codes of practice and with due care and diligence. Even with the best-available technology, however, it is generally not always possible to detect every fault or abnormality in a product/system under all application conditions. MBtech therefore assumes responsibility for the proper completion and documentation of the services agreed upon with the customer, but makes no guarantee that, in doing so, MBtech can or will detect every product/system fault or abnormality. If, at any stage during, the service period product or system faults or abnormalities are or become known to the client, MBtech must be immediately notified of these in writing.

  4. Should customer's additional service requirements or change requests warrant modifications to the existing scope of service, these must be confirmed by
    MBtech in writing with the projected additional charges specified, and shall be billed separately.

  5. MBtech is hereby authorised to employ the services of third parties for order completion.
 
 

(4) Customer cooperation

  1. Responsibility for the provision of documentation, hardware and software, and all other assets required to render the services in question, as well as for the transport of test specimens to and from the facility, resides with the customer. The scheduling of such activity must be coordinated with MBtech. If test specimens, documentation, hardware and software or other necessary assets are not collected despite a request to do so by MBtech, the return dispatch of these items shall be arranged, and billed to the customer.

  2. The scope and quality of the services rendered by MBtech are largely contingent upon the scope and quality of the cooperation extended by the customer and, where applicable, product manufacturer and/or user. The customer is therefore expected to ensure its and its vicarious agents' full and timely cooperation with MBtech at no charge.

  3. The customer shall incur all costs for additional outlay if MBtech is forced to repeat or delay work owing to late submission of or inaccurate or incomplete
    specifications or other substandard activity on the part of the customer. If an agreement governing a binding fixed rate or price limit has been concluded, MBtech shall also be entitled to bill for any such additional outlay.

  4. MBtech shall not be liable for claims or costs incurred as a result of incomplete or substandard preliminary work or incomplete work rendered by the customer or, if applicable, product manufacturer and/or user. If any such preliminary work is not rendered as per the existing schedule, the terms agreed shall be lengthened accordingly.

  5. The customer must inform MBtech without delay of any claims or losses for which MBtech can be held liable and, if so requested, the handling of the issue is to be surrendered to MBtech itself or to a third party of MBtech's choice.
 
 

(5) Prices - terms of payment - advance payments

  1. MBtech reserves the right to modify its price structure accordingly and within reason if, after contract conclusion, cost reductions or increases occur, particularly as a result of wage agreements or changes in materials prices. MBtech shall provide appropriate evidence to the customer upon request.

  2. Prices specified by MBtech do not include VAT. VAT at the applicable rate shall be indicated separately on the invoice.

  3. The deduction of a discount must be specifically agreed in writing.

  4. Unless otherwise agreed in writing, the net price (without deduction) is payable within 14 days of receipt of invoice. Payment terms are deemed to have been met if MBtech has the sum at its free disposal within this term. Statutory regulations shall apply to the consequences of non-payment.

  5. MBtech shall be entitled to demand advance payment, at an appropriate rate, for legitimate reasons and in due consideration of the customer's interests.

  6. The customer shall be entitled to offset rights only if its counter claims are established as legally valid, undisputed or recognised by MBtech in writing. Furthermore, the customer shall be entitled to exercise its right of retention insofar as its counterclaim is based on the same contractual relationship.
 
 

(6) Acceptance

  1. If the manufacture of a product/work is the basis for the contract, the services agreed upon must be accepted in writing after deliverables have been transferred to the customer by MBtech.

  2. If the customer fails to accept these services following transfer of deliverables for any reason other than deficiency or incompleteness, or for any other legal reason, the services shall be deemed to have been accepted at the latest 2 weeks after transfer.
 
 

(7) Cross-border services

  1. Should MBtech render services on behalf of the customer in countries outside of the European Union, the customer must substantiate its entrepreneurial status) by way of certification from the relevant authorities of the respective state or by way of a valid excerpt from the commercial register. If such evidence is not provided, the customer shall be liable to pay the applicable rate of VAT for services rendered within the Federal Republic of Germany. Such payment must be made immediately.

  2. Should MBtech render services on behalf of the customer in any other European Union member state (i.e. not in Germany), the customer must disclose to
    MBtech its VAT identification number before the services are rendered. The customer must inform MBtech of any change to its tax number immediately, and without prompting.
 
 

(8) Terms - deadlines

  1. Before the terms specified by MBtech may begin and, furthermore, for adherence to deadlines to be ensured, all technical issues must be resolved and there must be a binding order.

  2. Furthermore, for MBtech to ensure its adherence to its obligations, the customer must adhere to its obligations accordingly and in good time. The right to defend non-fulfilment of contractual obligations remains unaffected.

  3. If, during the course of order performance, it becomes clear that MBtech cannot, for reasons beyond its control (e.g. industrial action or lockout, operational failures or delays on the part of contractors, or force majeure) meet the deadlines agreed, deadlines shall lengthen accordingly. This applies in particular if the customer extends the scope of services during the existing contract term or requests that other modifications be implemented or delays result owing to incorrect or incomplete specifications or other unacceptable contributions supplied by the customer. MBtech shall promptly coordinate and agree upon any resulting deadline postponements with the client.

  4. Should the customer be in default of acceptance or culpable contravention of any other obligation of its cooperation, MBtech shall be entitled to demand compensation for losses incurred, including for any other additional expenditure. Further claims or rights shall remain reserved.
  5. Provided the provisions set forth in section (4) apply, the risk of the accidental loss or accidental deterioration of the product/work shall be devolved to the customer at the time in which the customer is in default of acceptance or default of debtor.

  6. Provided default is due to a negligent breach of contract violation not beyond the control of MBtech, liability for damages for shall be limited to the foreseeable typically occuring damage.

  7. MBtech shall be held liable in accordance with statutory regulations if default within its control is due to a culpable contravention of an essiential contractual obligation; in this case, however, liability for damages is limited to the foreseeable typically occuring damage.

  8. For the remainder, MBtech shall, in the event of a default, be liable for each complete week of default within the scope of liquidated default compensation at a rate of 0.1% of the order value, but not exceeding 5% of the order value.

  9. Further statutory claims and rights on the part of the customer remain reserved.
 
 

(9) Transfer of risk

  1. Unless otherwise specified in MBtech´s quotation or MBtech´s confirmation of order, delivery "ex works" is hereby agreed for consignable project deliverables.

  2. If desired by the customer, MBtech shall cover the shipment with appropriate transport insurance; costs in this respect shall be charged to the customer.
 
 

(10) Liability for defects

  1. The customer must meet its examination and notification of defects obligations accordingly for lodged claims of defects to be deemed viable.
     
  2. If a defect deemed to exist, MBtech shall be entitled to supplementary performance in the form of rectification or renewed delivery of service at its own choice. In the case of rectification or replacement of service, MBtech shall be obligated to bear all costs associated with supplementary performance, in particular all transport, shipping and handling, operational and materials expenses, provided these do not increase as a result of project material dispatch to a secondary location to the place of fulfilment.

  3. Should supplementary performance fail to be implemented, the customer shall be entitled to demand a reduction or withdrawal at its discretion.

  4. MBtech shall be held liable in accordance with statutory regulations if the customer claims damages based on intent or gross negligence including intent or gross negligence on the part of our representatives or vicarious agents. Provided MBtech is not accused of an intentional, gross negligent breach of contract, liability for damages shall be limited to the foreseeable, typically occuring damages.

  5. MBtech shall be held liable in accordance with statutory regulations if MBtech is deemed to have culpably violated an essential contractual obligation; in this case too, however, liability for damages shall be limited to the foreseeable, typically occuring damage. An essential contractual obligation is said to exist if such a violation relates to an obligation whose fulfilment was/is vital to the customer.

  6. Accountability for culpable injury to life, limb or health remains unaffected; this also applies to compulsory liability pursuant to the German Product Liability Act [Produkthaftungsgesetz].

  7. Unless otherwise stipulated above, MBtech precludes its liability.

  8. The period of limitation for defects claims shall be 12 months, to be calculated from transfer of risk.
 
 

(11) General liability

  1. Liability for damage compensation over and above that stipulated in Clause 10 is, irrespective of the legal status of the claim asserted, excluded. This applies in particular to damage compensation claims relating to fault at contract conclusion, relating to other breaches of duty or relating to tort claims for property damage compensation pursuant to Art. 823 BGB.

  2. Limitation of liability as per section (1) also applies if the customer demands compensation for fruitless expenditure rather than a claim for damage compensation in place of performance.

  3. If the damage compensation liability of MBtech is excluded or limited, this also applies to the personal damage compensation liability of employees, staff members, colleagues, representatives and vicarious agents of MBtech.
 
 

(12) Copyright - property - utilisation

  1. MBtech retains all copyrights, co-copyrights and property rights associated with all processes, documentation, programs, calculations, other illustrations and similar developed by MBtech.

  2. The customer receives the exclusive right to use the deliverables under contract for the purposes defined by the agreement, and to manufacture and/or market corresponding products without restriction to the manufacture and sales area.

  3. Each contracting party shall bear its own costs for property right registration during the period of service provision. This also applies to financial rewards for inventions paid to the respective employees. The contracting parties undertake to inform each other without delay of any submission of a property right registration. Furthermore, the countries in which this occurs must be disclosed.

  4. If employees of MBtech and employees of the customer are party to the discovery of inventions during the term of the agreed services, the contracting parties undertake to agree upon and appoint without delay the party responsible for finalising the joint patent application. Both contracting parties undertake to register such inventions together with each party bearing one half of the associated costs of registration incurred, unless the customer receives exclusive exploitation rights.

  5. If one contracting party is no longer interested in pursuing an industrial property right, the party in question shall offer to surrender its share to the other
    contracting party.
 
 

(13) Third-party rights

  1. MBtech shall be liable to the customer for any violation of the commercial property rights of third parties in accordance with the following provisions.
    MBtech hereby affirms that its services are not affected by third-party industrial property rights within the Federal Republic of Germany and assumes all liability in this regard.

  2. If a third party asserts a claim against the customer based on registered property rights, for MBtech to be liable to the customer, the customer must inform MBtech of the circumstances without delay and proceed with the handling of such claims and pursuit of its rights in consultation with MBtech. If third-party property rights are violated for which MBtech can be held liable in accordance with this agreement, and if as a result of such a violation, the partial or full use by the customer of a service of MBtech is legally prohibited, MBtech shall, at its discretion and at its own expense, (a) procure for the customer the right to use the service (licence purchase), or (b) make its service free of property rights, or (c) replace its service with another service of corresponding quality that does not violate property rights, or (d) withdraw its service against reimbursement of counterperformance. 13.3 If the customer modifies the service of MBtech or connects the deliverables with other devices or equipment, and if third-party property rights are violated as a result, MBtech shall not be liable. 13.4 MBtech shall not be liable for violations of third-party property rights resulting from services rendered on the basis of templates, development services or other specifications supplied by the customer, or for any use of a service not foreseeable by MBtech. In such cases, the customer undertakes to exempt MBtech from third-party claims. 13.5 The customer shall not be entitled to more extensive or other claims as a result of a violation of third-party industrial property rights. In particular, MBtech shall not compensate for consequential damages, such as loss of production or utilisation, or lost proceeds. These restrictions on liability shall not apply in the event of mandatory liability for standard contractual, foreseeable damages in cases of intent or gross negligence breach of essential contractual obligations or the failure of warrented characteristics. The customer's right to withdraw from the contract remains unaffected. 13.6 No rights are acquired by the customer to use industrial property rights of MBtech that affect the interaction of MBtech's service with third-party services.
 
 

(14) Termination

  1. If the customer fails to fulfil its mandatory duties of cooperation or fails to ensure the level of cooperation on the part of the product manufacturer and/or user required for service provision, if the information or specifications communicated by the customer, product manufacturer and/or user are fragmentary, unsuitable, or incomplete, or if change requests necessitate additional non-budgeted operational outlay with additional costs not borne by the customer, MBtech shall be entitled to terminate the agreement without notice, after an appropriate period for stipulating suitable prerequisites or for the transfer of additional costs by the customer has elapsed without avail.

  2. The customer undertakes to reimburse any costs incurred by MBtech as a result of summary contract termination. Partial services as set forth in the contract may continue to be rendered until the contractual relationship is officially terminated. These must be accepted and remunerated by the customer.
 
 

(15) Confidentiality

  1. Each party to this agreement as well as its vicarious agents undertake to maintain confidentiality in the conclusion and execution of the services provided as well as of all information and documentation received from the opposing contracting party, and furthermore undertake to use this information and documentation for operational purposes only. The customer furthermore undertakes to impose this duty of confidentiality on each product manufacturer and/or user that is involved either on a consultancy or other basis in the performance of the service, or that supplies equipment or components required to render the service. If MBtech appoints subcontractors, MBtech undertakes to impose a duty of confidentiality on these parties. This obligation shall remain in force for a period of 5 years from date of transfer/delivery and/or acceptance.

  2. This duty of confidentiality does not apply to information demonstrable as pre-existing knowledge, information that has been or is legitimately disclosed or made available by third parties, information that is deemed to be in the public domain or generally accessible, or information that becomes known or accessible at no fault of the respective contracting party. Furthermore, this duty does not apply to information demonstrable as a product of independent internal development activity or to information that must be disclosed in accordance with legal regulations or official directives.

  3. For reference purposes, MBtech shall be authorised to cite the circumstances of service provision that underlie the respective contract.
 
 

(16) Retention of ownership guarantee

  1. MBtech shall retain ownership of all deliverables until receipt of full payment as per the contractual agreement. If the customer is in violation of the contract, in particular where the customer is in default of payment, MBtech shall be entitled to recover deliverables. The recovery of deliverables by MBtech constitutes a withdrawal from the contract. MBtech shall be entitled to utilise the deliverables after these have been recovered; the proceeds of any such utilisation shall be deducted from the customer's accounts payable, minus any reasonable expenses.

  2. The customer undertakes to treat all deliverables with due care; in particular, the customer undertakes to sufficiently insure these items for their "as new" value against fire, water damage and theft at its own expense. Where maintenance and inspection work is necessary, the customer must perform these duties in a timely fashion and at its own expense.

  3. In the event of seizure or other form of intervention by a third party, the customer must inform MBtech immediately in writing, to enable MBtech to institute legal proceedings in accordance with Art. 771 German Code of Civil Procedure [ZPO]. If the third party in question is unable to compensate MBtech for its judicial and extrajudicial costs of legal action in accordance with Art. 771 ZPO, the customer shall be held liable for the accrued loss to MBtech.

  4. The customer shall be entitled to resell deliverables as a routine business transaction; the customer undertakes, however, to surrender to MBtech, at this stage, all accounts receivable at the total invoice value (including VAT) of its account receivable accrued from the resale against its purchaser or third party, and irrespective of whether the purchased deliverable has been on-sold without or after processing. The customer shall remain authorised to collect receivables after surrender. The right of MBtech to collect the receivables itself remains unaffected. MBtech undertakes, however, not to collect the receivables itself as long as the customer adheres to its payment obligations with regard to proceeds received, is not in default of payment, and, in particular, no application for settlement or insolvency proceedings has been filed or payments suspended. If this is the case, however, MBtech shall be entitled to demand that the customer discloses full details of the surrendered accounts receivable as well as their associated debtors, provides all information required for collection, hands over all associated documentation and informs the debtors (third parties) of the surrender.

  5. The processing and alteration of deliverables by the customer is at all times performed on behalf of MBtech. If deliverables are processed together with other materials that do not belong to MBtech, MBtech shall acquire joint ownership of the new materials at a proportionate rate; this rate shall be the proportionate value of deliverables (invoice total, including VAT) to the value of the other processed materials at time of processing. The same shall apply to materials from processing as to deliverables under reserve.

  6. If deliverables are inseparably mixed with other materials that do not belong to MBtech, MBtech shall acquire joint ownership of the new materials at a proportionate rate; this rate shall be the proportionate value of deliverables (invoice total, including VAT) to the value of the other mixed materials at time of mixing. If the nature of the mixing results in the customer's material being regarded as the primary material, the parties to this contract hereby agree that the customer shall transfer to MBtech proportionate joint ownership. The customer undertakes to store such exclusively owned property or jointly held property on behalf of MBtech.

  7. The customer shall also assign the claims to MBtech, which accrue to it through the possible combination of the delivered item with a property against a third party, to secure its claims against it.

  8. MBtech undertakes to release the securities it is entitled to, at the customer's request, insofar as the realisable value of securities exceeds the receivables to be secured by more than 10%; the choice of securities to be released resides with MBtech.
 
 

(17) Penalty for breach of contract
Should the customer fail to adhere to a binding contractual mandate, MBtech shall be entitled to charge for the resulting downtime at a rate of 25% of the mandate value. This shall not apply if a replacement mandate deemed commensurate to the original with regard to revenue and capacity utilisation volume is agreed within a period of 4 weeks.

 
 

(18) Compliance
MBtech sets itself as well as on its contract partners high demands with regards to compliance with applicable laws and guidelines. Consequently MBtech has issued a Code of Conduct as a lasting commitment to ensure compliant behavior. The MBtech Code of Conduct is available on its website. MBtech not only demands compliance with laws and guidelines from itself and its employees, MBtech also expects its contract partners to behave equally. Insofar MBtech expects its contract partners to be fully compliant with laws and regulations which have effect on themselves and on the contractual relationship. Furthermore, MBtech expects its contract partners not to allow or omit any acts which have or might have criminal relevance.

 
 

(19) Place of jurisdiction - place of fulfilment

  1. The courts of Stuttgart shall be exclusive jurisdiction in relation to any dispute arising out of or related to this agreement.

  2. The law of the Federal Republic of Germany shall apply; the application of the United Nations Convention on Contracts for the International Sale of Goods is hereby excluded.

  3. Unless otherwise specified in our quotation or our confirmation of order, our business location shall be deemed the place of fulfilment.
 
 

As of April 2017

 
 
 
Facebook
Kontakt
Standortsuche
The MBtech website uses cookies to ensure you an enjoyable surfing experience! By using our website you consent to the usage of cookies.  Learn More