General Terms and Conditions of Purchase for Woks and Services of DSV Group Germany 09/2020 1. Scope 1.1. These General Terms and Conditions of Purchase for Works and Services of DSV Group Germany shall apply to all orders of DSV Road GmbH, DSV Solutions GmbH, DSV Air & Sea Germany GmbH and DSV Stuttgart GmbH & Co. KG (hereinafter referred to as “DSV”) of works and services with the contractor (hereinafter referred to as “AN”) with the exclusion of orders with regard to exclusive transport services. 1.2. Any diverging or supplementary General Terms and Conditions of AN shall not apply unless accepted by DSV in writing. 2. Integral part of contract 2.1. Integral part of contract between DSV and AN are: (i) the individual order, (ii) if applicable the price agreement, (iii) if applicable additional agreements, (iv) these General Terms and Conditions of Purchase for Works and Services of DSV Group Germany. 2.2. In the event of any contradictions/discrepancies between these General Terms and Conditions and any of the aforementioned (2.1.) integral parts of contract, the particular integral part of contract shall prevail in the abovementioned (2.1.) order. 3. Conclusion of contract 3.1. The preparation of any offer for DSV is free of charge. 3.2. The offer of AN has to precisely meet the inquiry of DSV with regard to type, quality and execution. In the event of any deviation, AN shall explicitly notify DSV. DSV shall only be bound to any deviation, as far as DSV has explicitly accepted the deviation in writing. 3.3. Orders of DSV may be placed in writing, orally, by phone or by any means of electronic media. 3.4. Orders by DSV shall be confirmed by AN in writing immediately in any case. 3.5. Until the written order confirmation is received by DSV, either party may revoke or amend the order at any time free of charge without giving reasons. 4. Service description 4.1. On principle, AN provides the contractual services by himself or by his own, proper qualified employees and, if necessary with the aid of proper technical devices. For non-German employees, AN will pro- vide evidence of existence of necessary work permits to DSV on re- quest. 4.2. Without prior written consent by DSV, AN is not entitled to assign orders to a third party or subcontracting. Violation entitles DSV to withdraw from the contract in whole or in part. 4.3. AN shall ensure, that third parties as well as any other vicarious agent comply with the legal requirements and these terms and condi- tions, in particular compliance pursuant to no. 4.4., 4.6., 12.1., 13.1., 13.3. and 13.4. AN shall compensate DSV for any damage resulting from any breach of the aforementioned obligations. 4.4. For providing the works and services, AN is only entitled to deploy such employees, that are not listed in any of the German, European and/or American foreign trade sanction lists. This refers in particular but not limited to the terrorist lists of the EU as well as the US Denied Persons List (“DPL”), the US -Warning List, the US-Entity List, the US- Specially Designated Nationals List, the US-Specially Designated Terrorist List, the US Foreign Terrorist Organizations List, the US- Specially Designated Global Terrorist List. The AN further warrants, that he has no link to persons or organizations against which measures to fight terrorism or any other foreign trade sanction has been imposed upon. 4.5. AN is free to determine the actual working hours. AN will provide the contractual services only on the premises of DSV, as far as this is necessary for the due execution of the contractual service and this has been agreed on in advance in writing or by means of other elec- tronic communication. In this event, DSV shall provide suitable prem- ise to AN. 4.6. When contractual services are conducted on DSV premises, AN shall thoroughly comply and preventive contribute to compliance with the following operating and safety regulations of DSV: DIN EN ISO 9001 (Quality management), DIN EN ISO14001 (Environmental manage- ment) and OHSAS 18001 (employment and health safety). Unless the aforementioned regulations are not displayed publicly or availa- ble, AN shall request and DSV shall provide these. In the event of any breach of the operating or safety regulations by AN or any third party deployed by AN, DSV is entitled to withdraw from the contract in whole or in part as well as to claim compensation for any damage resulting from the breach of regulation. 4.7. Each party appoints a competent person, which will assist with in the decision finding process of decisions with regard to the execution of the contractual obligations. The appointed person by AN shall receive all necessary and by DSV available text, documents, information and data from DSV, unless otherwise available to AN. AN will notify DSV in the event that information is insufficient. 5. Duty to inform 5.1. Unless stipulated otherwise, AN notifies DSV immediately about the progress of work, in particular troubles and interferences, threatening or existing delay, deviations from the original plan as well as any oth- er disturbances and impairments, even in the event of force majeure or unavoidable events. In any of the aforementioned events, AN is obliged to contact DSV for instructions. 5.2. In the event of fire, theft or other criminal offence which could affect the works and services as well as accidents, with the exclusion of bagatelle-accidents, AN is also obliged to inform the local police. 6. Liability; acceptance of work 6.1. Unless stipulated otherwise in these General terms and Conditions, AN shall be liable pursuant to statutory provisions. 6.2. Following the allocation of works, DSV will undertake an acceptance inspection. Following the acceptance inspection DSV will notify AN in writing or by any other suitable means about the acceptance of works as far as the work is free of deficiencies. 6.3. In the event that the acceptance of works is excluded due to the quality of works, section 646 of the German Civil Code (BGB) shall apply accordingly. 6.4. In the event of works or services deficiencies, AN shall remedy the deficiencies within a reasonable period of time at his own expense or deliver the works or services again free of deficiencies at choice of DSV. 6.5. In the event that AN fails to remedy the deficiencies despite the fact that a reasonable time line was set or he fails to deliver the works or services free of deficiencies again, DSV is entitled to withdraw from the contract, reduce the payment by a reasonable amount, repair the deficiency at the cost of AN and claim for damage instead of the orig- inal works or service. Further claims remain unaffected. 6.6. Claims with regard to material deficiency become time-barred after three years, deficiency in title become time-barred after five years un- less statutory provisions provide longer periods. 6.7. AN is obliged to maintain sufficient insurance cover for all risks with regard to the contractual relationship and he shall maintain the insur- ance cover for the duration of the contractual relationship. On de- mand of DSV, AN shall proof the insurance cover to DSV. 7. Remuneration; terms of payment 7.1. As remuneration for works and services as well as for the rights granted to DSV pursuant to no. 9.1., DSV shall pay the price agreed on after orderly and punctual rendering the works and services. 7.2. The price agreed on shall be deemed as fixed price. 7.3. Unless stipulated otherwise, the net payment is due 60 days following the date of invoice. 7.4. The payment period shall commence as soon as the works or ser- vices are rendered completely and the orderly invoice has been re- ceived by DSV. As far as AN is obliged to provide certificates, test protocols, quality documents or any other documents, the orderly rendering of works or services implies receipt of the aforementioned documents by DSV. 7.5. Payments do not imply acknowledgement of the contractual works or services as orderly rendered by AN. 8. Default 8.1. If a fixed date is agreed upon for performance of services, default automatically eventuates, when the services are performed incom- pletely or deficiently at the time of the agreed fixed date. 8.2. Recognizable delays of services or parts thereof resp. of supplemen- tary performance shall be indicated to DSV immediately. 8.3. In the event of default of AN, DSV is entitled to claim payment of liquidated damages for each commenced day of default in the General Terms and Conditions of Purchase for Woks and Services of DSV Group Germany Version: 09/2020 Page 1 of 2
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