General Terms and Conditions of Sale and Delivery of Saint-Gobain Rigips GmbH
As of: March 2025
§ 1 Scope of Application
(1) All sales and deliveries by Saint-Gobain Rigips GmbH ("Seller") to any entrepreneur as defined by section 14 German Civil Code [BGB], any legal entity under public law or any fund under public law ("Buyer") (collectively "the Parties") shall be governed exclusively by the Seller's General Terms and Conditions of Sale and Delivery ("General Terms and Conditions of Sale and Delivery").
(2) Whether or not these General Terms and Conditions of Sale and Delivery are expressly agreed upon again, they shall apply also to all future sales and deliveries by the Seller to the Buyer. The version current at the time the contract is concluded shall apply in each case. The Seller shall, without undue delay, inform the Buyer of all new versions of these General Terms and Conditions of Sale and Delivery.
(3) The Seller shall not accept any terms or conditions of the Buyer that conflict with, supplement or deviate from these General Terms and Conditions of Sale and Delivery, unless the Seller has expressly consented to their application. These General Terms and Conditions of Sale and Delivery shall apply even if the Seller unconditionally carries out an order knowing of terms and conditions of the Buyer conflicting with or deviating from these General Terms and Conditions of Sale and Delivery.
§ 2 Quotations, Conclusion of the Contract, Other Declarations
(1) The Seller's quotations shall always be subject to change without notice. A contract shall come into being, if the Seller accepts an offer from the Buyer by acknowledging the Buyer's order in writing (including email) or by carrying out the Buyer's order. The Buyer shall be bound by its purchase order for 14 days.
(2) Verbal commitments made by any representatives or other assistants of the Seller shall be binding only if and in so far as the Seller has confirmed the same in writing.
(3) All legally relevant declarations and notifications required to be made by the Buyer to the Seller or any third party must be in text form.
§ 3 Performance by Third Parties
The Seller hereby reserves the right to appoint third parties to render services owed under the contract. The Buyer's rights against the Seller shall remain unaffected hereby.
§ 4 The Seller's Right of Rescission
(1) If the Seller itself is not supplied, not supplied correctly or not supplied in due time by its suppliers, the Seller shall be entitled to rescind the contract.
(2) Furthermore, the Seller shall be entitled to rescind the contract, if the Buyer has filed a petition for the institution of insolvency proceedings concerning its assets or has executed an affirmation in lieu of an oath in accordance with section 807 Code of Civil Procedure (ZPO), or if insolvency proceedings concerning its assets have been instituted or the institution of such proceedings has been dismissed owing to a lack of assets.
(3) The Seller's other rights of rescission shall remain unaffected, in particular the rights of withdrawal and termination specified under § 7 and § 8 in conjunction with “No re-export to Russia and Belarus- Clauseand the Ethics and Compliance clause.
§ 5 Delivery
(1) Except where otherwise agreed upon, deliveries shall take place ex works to a Rigips plant specified by us in the order confirmation or to a storage location specified by us.
(2) The delivery period agreed upon in the contract shall apply. In the absence of a contractual agreement in this respect, the delivery period shall be 2 (two) weeks from acknowledgement of the order within the meaning of § 2 (1). In so far as the Buyer is subject to a duty to co-operate, the delivery period shall not begin to run before the buyer has fulfilled such a duty.
(3) If delivery is temporarily delayed owing to force majeure or any other events unforeseeable at the time of the conclusion of the contract (operational disruptions of any kind, even if occurring at third parties appointed by the Seller or at their contractors; bottlenecks in the supply of material; etc.), the delivery period shall be extended accordingly. If such events lead to delivery being deferred by more than four months, both Parties shall be entitled to rescind the contract in respect of the scope of the services concerned. No other claims shall exist, unless the consignee notifies the carrier of the delay in delivery within 21 days after delivery, cf. Section 438 of the German Commercial Code (HGB).
(4) Sub-deliveries shall be permissible in so far as reasonable for the Buyer.
(5) The Buyer may assign its claims arising from the contractual relationship only with the Seller's prior consent.
§ 6 Export Control Law
(1) The Buyer hereby undertakes to refrain from carrying out under any circumstances any of the following transactions:
• transactions with persons, organisations or institutions listed on the sanctions list under EC Regulations or US export provisions;
• transactions with UN/EC-embargo states prohibited;
• transactions for which an essential permit is lacking.
The Buyer shall be liable for all expenditure and loss incurred by the Seller as a result of any violation.
(2) The Seller's contractual obligations shall cease to apply, if and in so far as applicable national or international foreign trade legislation and/or embargos and/or other sanctions conflict therewith.
§ 7 “No re-export to Russia and Belarus” Clause
(1) Russian Federation
(a) The [Importer/Buyer] shall not sell, export or re-export goods supplied under or in connection with this Agreement that fall within the scope of Article 12g of Regulation (EU) No 833/2014 directly or indirectly to the Russian Federation or for use in the Russian Federation.
(b) The [Importer/Buyer] shall not sell, export or re-export, directly or indirectly, to the Russian Federation or for use in the Russian Federation any intellectual property rights, trade secrets or other information sold, licensed, or otherwise transferred under or in connection with this Agreement that fall within the scope of Article 12ga of Regulation (EU) No 833/2014
(2) Belarus
The [Importer/Buyer] shall not sell, export or re-export, directly or indirectly, goods supplied under or in connection with this Agreement that fall within the scope of Article 8g of Regulation (EC) No 765/2006 to Belarus or for use in Belarus.
(3) The [Importer/Buyer] shall undertake its best efforts to ensure that the purpose of paragraph (1) and (2) is not frustrated by any third parties further down the commercial chain, including by possible resellers.
(4) The [Importer/Buyer] shall set up and maintain an adequate monitoring mechanism to detect conduct by any third parties further down the commercial chain, including by possible resellers, that would frustrate the purpose of paragraph (1) and (2).
(5) If the [Importer/Buyer] culpably breaches one or more obligations arising from paragraphs (1), (2), (3) and (4), this shall constitute a material breach of contract for grave cause, entitling the [Exporter/Seller] to take appropriate and proportionate remedial measures depending on the nature, gravity and duration of the breaches of contract, which are enumerated below (non-exhaustive list):
(a) Refusal of supply (rejection of any new order and/or suspension of delivery for current orders) or
(b) Withdraw from the contract or
(c) Extraordinary termination for grave cause without prior notice
(d) In addition to the rights under (5) (a)-(c), the [Exporter/Seller] shall be entitled to impose a reasonable liable fault-based contractual penalty in the event of the conditions set out under (5) in the amount of 1% of the order value, but not more than EUR 25,000, and in the event of multiple breaches not more than 5% of the order value, but not more than EUR 250,000.
Proof of higher damages and further statutory claims shall remain unaffected; the contractual penalty shall be offset against further monetary claims. The [Importer/Buyer] shall be entitled to prove that the [Exporter/Seller] has suffered no loss at all or only a significantly lower loss than the above contractual penalty.
The [Importer/Buyer] shall immediately inform the [Exporter/Seller] in writing of the remedial action taken.
(6) The [Importer/Buyer] shall immediately inform the [Exporter/Seller] about any problems in applying paragraphs (1), (2), (3) or (4), including any relevant activities by third parties that could frustrate the purpose of paragraph (1) and (2). The [Importer/Buyer] shall make available to the [Exporter/Seller] information concerning compliance with the obligations under paragraph (1), (2), (3) and (4) within two weeks of the simple request of such information
(7) Russian Federation
(a) The [Exporter/Seller] shall undertake its best efforts to ensure that, where it falls within the scope of Article 8a of Regulation (EU) No 833/2014 legal persons, entities or bodies established outside the Union and owned or controlled by it do not engage in activities that undermine the restrictive measures provided for in Regulation (EU) No 833/2014.
(b) The [Exporter/Seller] undertakes to comply with the procedure set out in Article 12gb of Regulation (EU) No 833/2014 [A4] regarding the sale, supply, transfer or export of the common priority items listed in Annex XL to Regulation (EU) No 833/2014 as of 26 December 2024
(8) Belarus
(a) The [Exporter/Seller] shall undertake its best efforts to ensure that, where it falls within the scope of Article 8i of Regulation (EC) No 765/2006, legal persons, entities or bodies owned or controlled by it and established outside the Union do not engage in activities that undermine the restrictive measures provided for in Council Regulation (EC) No 765/2006.
(b) The [Exporter/Seller] undertakes to comply with the procedure laid down in Article 8ga of Regulation (EC) No 765/2006 [ with regard to the sale, supply, transfer or export of the items of common high priority listed in Annex XXX to Regulation (EC) No 765/2006 from 2 January 2025.
§ 8 Ethics and Compliance Clause
(1) In the performance of the contract, the Buyer undertakes to comply with all applicable laws and regulations relating to it, in particular those relating to the following:
(a) employee rights (including health and safety in the workplace and prohibition of forced and child labour),
(b) environmental law,
(c) financial integrity (including the prohibition of all forms of corruption and the fight against money laundering)
(d) competition and antitrust law.
(2) The Seller reserves the right to refuse any new order and/or to suspend delivery for current orders, i.e., to refuse performance or to withdraw from the contract, if a new law or regulation makes the fulfilment of its contractual obligation illegal or impossible or imposes sanctions on it, without the Seller having to assume any liability for this.
The seller shall immediately inform the buyer in writing of the right exercised.
For continuing obligations, the right to terminate without notice for good cause, which is regulated under § 8 (5), shall replace the right of withdrawal.
(3) The Buyer shall comply with the obligations specified under § 8 (1) and ensure that the employees, temporary workers or other third parties engaged by the Buyer to perform the order also strictly adhere to these obligations.
Otherwise, the Seller reserves the right to terminate the contract without notice for good cause in accordance with § 8 (5), without the Seller having to assume any liability for this.
(4) Furthermore, the Buyer undertakes to take all reasonable measures and procedures to comply with the aforementioned obligations and to inform the Seller of these upon request.
Otherwise, the Seller reserves the right to terminate the contract without notice for good cause in accordance with § 8 (5), without the Seller having to assume any liability for this.
(5) The Seller may suspend the contract or an order after written notification to the Buyer and/or terminate it without notice for good cause. Good cause in this sense shall be deemed to exist in particular if one or more of the obligations listed under § 8 (1), (3) and (4) have been culpably breached by the Buyer.
The notice of termination shall contain the essential reasons which led to the assumption of the existence of good cause.
The Seller may claim damages under applicable law if the Buyer culpably breaches the aforementioned obligations. In no event shall the Seller be liable for any damages incurred by the Buyer as a result of the suspension or termination of the contract or an order. The Buyer undertakes to bear its own costs resulting from the suspension or termination and to mitigate the consequences of the resulting damage.
(6) The Buyer confirms that it has been informed of the Seller's professional warning system, which is accessible at the following address:
www.bkms-system.com/saint-gobain
§ 9 Prices and Payment Terms
(1) Except where otherwise agreed upon, prices for deliveries shall apply "ex works" (Incoterms 2020). In particular, such prices shall not include costs for shipping, transportation and (notwithstanding Incoterms 2020) costs for packaging.
(2) All prices shall be subject to the addition of value-added tax at the rate prescribed by law at the time the invoice is issued.
(3) The Seller shall be entitled to invoice separately for any permissible sub-deliveries.
(4) The Seller hereby reserves the right to alter its prices accordingly, if costs fall or rise after the conclusion of the contract, particularly as a result of collective bargaining agreements or changes in the price of materials. The Seller shall prove such reductions or increases in costs, if the Buyer so requests.
(5)The amounts invoiced shall be paid within 30 (thirty) days of the invoice date. If payment is made within 10 (ten) days of the invoice date, the Buyer shall be entitled to deduct a 2 (two) % cash discount. Amounts invoiced for repairs and other services shall be paid, without any deduction, within 30 (thirty) days of the invoice date.
(6) Discountable bills of exchange and cheques shall be accepted by the Seller only by prior agreement and only on account of performance. Payment shall be deemed to have been made only when the bill of exchange or cheque amount has been definitively credited to a bank account of the Seller. All discounting, banking and collection charges, as well as all stamp duty shall be reimbursed by the Buyer.
(7) Payments shall always be credited against the oldest invoice. If charges and interest have already been incurred, payments shall first be credited against charges, then against interest and finally against the principal claims.
(8) The Buyer shall have a right of set-off only if and in so far as its counterclaims are undisputed or have been determined by a final and non-appealable court judgement or its counterclaims are based on the same contractual relationship. The Buyer shall have a right of retention only if and in so far as its counterclaims are based on the same contractual relationship and are undisputed or have been determined by a final and non-appealable court judgement.
§ 10 Packaging, special logistics and pallet regulation
(1) Reusable pallets and exchange regulation
(a) If the goods are delivered by the Seller on reusable pallets, the Buyer shall return the same number of similar reusable pallets in equivalent condition in exchange.
(b) If no proper exchange is made, the Buyer shall be obliged to pay the actual equivalent value, which can be taken from the Seller's current price list due to the fluctuating costs depending on the type of pallet.
(2) Sales packaging and special packaging
(a) The packaging shall be provided as sales packaging. Their disposal shall be carried out exclusively by the Buyer and at its own expense in accordance with the statutory and official requirements. Cost charges or invoice reductions by the Buyer are not permitted.
(b) If the Buyer requests packaging that deviates from the Seller's standard, the resulting additional costs will be charged additionally.
(3) Dispatch and pallet regulations
(a) Calculation and return of pallets on dispatch:
• If the goods are dispatched on pallets accepted by the Seller, these shall be invoiced and credited to the Buyer's pallet account.
• The pallets shall be returned by the Buyer carriage paid and in undamaged condition to the Seller's locations (e.g. Gelsenkirchen-Scholven, Brieselang, Herrenberg-Gültstein or Nuremberg).
• If pallets are returned carriage paid, the buyer will receive a credit note to his pallet account.
(b) Taking back pallets on redelivery:
• The Buyer may return undamaged pallets in the event of a new delivery of goods by the Seller.
• When the pallets are returned, the Buyer's pallet account is credited accordingly and a credit note is issued.
• This return is only possible if it has been agreed with the Seller in advance.
(c) Direct pallet exchange:
• In rare cases, a direct pallet exchange (full pallets for empty pallets) can take place in the course of a goods delivery.
• In this case, the buyer shall pay a service fee in accordance with the seller's current price list.
(d) Collection of pallets by the Seller:
• At the Buyer's request, the Seller shall collect undamaged pallets, provided that a minimum quantity specified in the Seller's current price list is reached.
• In this case, the Buyer shall pay an additional service fee in accordance with the Seller's current price list.
(e) Notification of pallet return:
All returns or collections of pallets (including delivery of goods, redelivery or direct pallet exchange) require prior agreement with the Seller ("Pallet Return Notification").
§ 11 Retention of Title
(1) The Seller shall retain title to the goods delivered until all present and future claims arising from the business relationship with the Buyer have been paid in full ("Goods under Retention of Title"). In the case of a running account, the property under retention of title shall serve to secure the balance claim.
(2) The Buyer shall treat all Goods under Retention of Title with care and shall adequately insure the same against fire damage, water damage and theft on a replacement value basis at its own expense. In so far as servicing and inspection work is necessary, the Buyer shall carry out such work in due time at its own expense.
(3) The Buyer shall be entitled to on-sell Goods under Retention of Title in the ordinary course of its business. However, the Buyer hereby assigns to the Seller all claims accruing to it from or in connection with on-selling against its customers or third parties (including all security and all ancillary rights) up to the sum of the final invoiced amount of the Seller's claims (including value-added tax), regardless of whether the item purchased is on-sold without having been processed or after having been processed. The Buyer shall, even after this assignment of claims, remain authorised to collect such claims. The Seller's right to collect such claims itself shall remain unaffected hereby. However, the Seller undertakes not to make use of this right as long as the Buyer meets its payments out of the proceeds received and has not defaulted on payment, particularly as long as no petition for the institution of insolvency proceedings has been filed and no payments have been suspended. In such cases, the Buyer shall inform the Seller of the claims assigned and the debtors concerned, provide all information necessary for collecting the claims, hand over all relevant documents and give the debtors (third parties) notification of this assignment.
(4) The Buyer shall not be entitled to pledge Goods under Retention of Title assign the same as security or encumber the same with any other third-party rights. The Buyer shall, without undue delay, inform the Seller of all third-party compulsory execution measures concerning Goods under Retention of Title and hand over all documents necessary for any intervention. This shall apply also to impairments of any kind. Notwithstanding the foregoing, the Buyer shall point out to the third parties in advance all rights existing in respect of the Goods under Retention of Title. In so far as the third party is unable to reimburse the costs in connection with any intervention by the Seller, the Buyer shall bear such costs.
(5) Any processing or remodelling of Goods under Retention of Title by the Buyer shall always be deemed to have been carried out on the Seller's behalf. If any Goods under Retention of Title are processed together with other items not belonging to the Seller, the Seller shall acquire joint title to the new item in the ratio of the value of the Goods under Retention of Title (final amount invoiced, including value-added tax) in relation to the other processed items at the time of processing. Moreover, the terms and conditions applicable to Goods under Retention of Title shall apply equally to the item created as a result of processing.
(6) If any Goods under Retention of Title are inseparably mixed with other items not belonging to the Seller, the Seller shall acquire joint title to the new item in the ratio of the value of the Goods under Retention of Title (final amount invoiced, including value-added tax) in relation to the other mixed items at the time of mixing. If such mixing occurs in such a manner that the Buyer's item is to be regarded as the main item, it shall be deemed agreed that the Buyer shall transfer joint title to the Seller on a pro-rata basis. The Buyer shall hold in safekeeping for the Seller the sole or joint property thus created.
(7) As security for the Seller's claims against the Buyer, the Buyer hereby also assigns to the Seller all claims accruing to the Buyer against a third party as a result of Goods under Retention of Title having been connected to any plot of land.
(8) If the Seller is entitled to reclaim possession of Goods under Retention of Title, the Buyer shall bear the cost of such repossession. The Seller shall be authorised to realise such repossessed Goods under Retention of Title on the open market for the best possible price and credit the proceeds, less any appropriate costs in connection with such realisation, against the amounts owed by the Buyer.
(9) If the realisable value of the security exceeds the Seller's claims against the Buyer by more than 10 (ten) %, the Seller shall, if the Buyer so requests, release such security to a corresponding extent. The Seller hereby reserves the right to choose the security to be released.
(10) If, in the case of deliveries abroad, this retention of title cannot be agreed upon with the same effect as under German law, yet it is permissible to reserve other rights in the item delivered, the Seller shall be entitled to such rights. The Buyer shall co-operate therewith in every respect.
§ 12 Moulds
(1) The moulds required for manufacturing the goods shall remain the Seller's intellectual and in-rem property. This shall apply even if the Buyer has agreed to bear the cost of manufacturing such moulds. The Seller hereby reserves all copyrights, other property rights and rights of use.
(2) In so far as the Buyer has agreed to bear the cost of manufacturing such moulds, such moulds shall be retained for two years from the day of the last delivery. Goods ordered by the Buyer shall be manufactured by the Seller with the aid of such moulds only if this has been expressly agreed upon.
§ 13 The Seller's Documents
The Seller shall retain any and all rights of title, copyrights and industrial property rights in respect of illustrations, drawings, samples and other documents ("Documents“). This shall apply also to Documents not expressly designated as "confidential". The Buyer shall pass on such Documents to third parties only with the Seller's prior express written consent.
§ 14 Default in Taking Delivery
If the Buyer fails to accept the goods within a set grace period or refuses to take delivery of the goods, the Seller shall be entitled, without prejudice to any other rights, to rescind the contract and claim damages in lieu of performance. The damages in lieu of performance shall be a liquidated amount equal to 25 (twenty five) % of the purchase price excluding deductions, unless the Buyer proves that no loss at all was incurred or that the loss incurred was lower than such liquidated damages. The Seller hereby reserves the right to prove a higher loss.
§ 15 Warranty for Defects
(1) The qualities of the goods to be delivered, including their usability for any specific purpose, shall ensue exclusively from the corresponding agreements made between the Parties. Deviations in dimensions and/or weight within the tolerance range customary in the trade shall not constitute a defect. Samples and specimens made available to the Buyer by the Seller shall serve only to approximately describe the goods. No illustrations in catalogues or prospectuses of the Seller shall be binding for execution. The Seller hereby reserves the right to make technical and/or design changes to the goods, in so far as such changes are customary in the trade, do not unreasonably impair the Buyer and do not impair the usability of the goods for the agreed purpose.
(2) The Buyer shall give the Seller notification in text form of any and all obvious defects without undue delay, however no later than within 5 (five) days of delivery. If the Buyer fails to give notification in due time and form, the delivery shall be deemed approved, unless the Seller has fraudulently concealed the defect. Moreover, section 377 German Commercial Code (HGB) shall apply. If the Buyer fails to inspect the relevant characteristics for the intended purpose of use before installing the goods, at least on a spot-check basis (e. g. by means of functional tests or trial installation), he violates the diligence normally used in commercial practice to a considerable extent (gross negligence).
(3) In case of supplementary performance, the Seller hereby reserves the right to choose between eliminating any defect and delivering an item free from defects. This shall not apply in the event of supplier recourse under sections 445a, 445b German Civil Code (BGB), if the last contract within the supply chain is a purchase of consumer goods. Section 439 (3) German Civil Code (BGB) remains unaffected. The Buyer has to state and prove the necessity of expenses to remove defective and install non-defective goods. In order to substantiate these costs actually incurred for the reasonably implemented measure he is obliged to submit a comprehensible list of costs.
(4) The Seller may refuse to provide subsequent performance if the costs of the subsequent performance are disproportionate due to the specific circumstances of the case. The costs are disproportionate, in particular, if the costs of subsequent performance are disproportionate in comparison with the value of a defect-free good or in comparison with the significance of the defect. This shall regularly be the case of the total costs of the subsequent performance required exceed 150 % of the value of the goods invoiced or 200 % of the amount representing the loss of value.
(5) The warranty period shall be one year. The statutory time-bar periods in cases of fraudulent concealment, in cases where an item used for a building commensurately with its customary use has caused such a building to become defective and in cases of supplier recourse under sections 445a, 445b German Civil Code (BGB) shall remain unaffected, if the last contract within the supply chain is a purchase of consumer goods.
(6) The Seller shall not assume any guarantees in the legal sense, unless expressly agreed upon.
(7) Damage claims based on any defect not already deemed approved under § 15 (2) shall be governed by § 16.
(8) Buyer’s recourse claims according to sections 445a, 445b German Civil Code (BGB) shall only exist insofar as the Purchaser has not entered into any agreements with his customers that go beyond the statutory claims for defects. However, the Buyer's recourse claim shall only exist up to a maximum amount of 150 % of the value of goods invoiced. The latter stipulation does not apply, if the last contract within the supply chain is a purchase of consumer goods.
(9) The limitation period for Buyer’s recourse claims according to sections 445a, 445b German Civil Code (BGB) is one year after the statutory limitation period begins, unless the last contract within the supply chain is a purchase of consumer goods. If the last contract within the supply chain is a purchase of consumer goods, the statutory limitation periods shall remain unaffected.
§ 16 Liability for Damages
(1) Unless otherwise stipulated in these General Terms and Conditions of Sale and Delivery, including the following provisions, the Seller shall be liable in the event of a breach of contractual and non-contractual obligations in accordance with the statutory provisions.
(2) The Seller shall be liable for damages - on whatever legal grounds - within the scope of liability for culpa in cases of intent and gross negligence. In the event of simple negligence, the Seller shall only be liable subject to a milder standard of liability in accordance with statutory provisions (e.g. for diligence in his own matters) in the case of
(a) damages resulting from injury to life, body or health,
(b) damages arising from a not insignificant breach of a material contractual obligation (obligation whose fulfilment is essential for the proper performance of the contract and on whose compliance the contractual partner regularly relies and may rely); in this case the liability of the Seller is limited to compensation for the foreseeable, typically occurring damage.
(3) The limitations of liability resulting from paragraph 2 shall equally apply to breaches of duty on the part of or in favour of persons whose fault the Seller is responsible for in accordance with statutory provisions. They do not apply if the Seller maliciously concealed a defect or assumed a guarantee for the quality of the goods and for claims of the Buyer under the Product Liability Act.
(4) If the Seller is in default due to simple negligence, its liability for the damage caused by default shall also be limited to a maximum of 5% of the agreed price.
(5) Due to a breach of duty which does not consist in a defect, the Buyer can only withdraw or terminate if the Seller is responsible for the breach of duty. A free right of termination of the Buyer (in particular according to sections 650, 648 German Civil Code (BGB)) is excluded. In all other respects, the statutory requirements and legal consequences shall apply.
§ 17 Applicable Law, Place of Performance, Place of Jurisdiction
(1) The laws of the Federal Republic of Germany shall apply, excluding international uniform law, in particular the UN sales law (CISG),
(2) The place where the Seller's registered office is situated shall be the place of performance for the delivery and any subsequent performance.
(3) The place where the Seller's registered office is situated shall be the place of - also international - jurisdiction. However, the Seller hereby reserves the right to bring an action against the Buyer at the Buyer's place of general jurisdiction.
General Terms and Conditions of Purchase of Saint-Gobain Rigips GmbH
As of: November 2024
Section 1 Scope
(1) All purchases and orders by the Saint-Gobain Rigips GmbH (“Buyer”) from commercial entities in the sense of Section 14 German Civil Code (BGB), a legal person under public law or a special asset under public law (“Seller”) (collectively “the Parties”) are subject exclusively to the Buyer’s General Terms and Conditions of Purchase (the “General Terms and Conditions of Purchase”).
(2) Regardless of whether the GTCP are explicitly agreed again, they shall also apply to all the Buyer’s future purchases and orders. The version current when the contract is concluded shall always apply. The Buyer shall immediately inform the Seller of new versions of the General Terms and Conditions of Purchase.
(3) The Buyer shall not recognise the Seller’s terms and conditions where these contradict or deviate from the General Terms and Conditions of Purchase, unless it has explicitly agreed that they should apply. The General Terms and Conditions shall apply even if the Buyer accepts a delivery or other service from the Seller without reservation or provides a contractually agreed service without reservation in full knowledge of terms and conditions on the part of the Seller which contradict or deviate from the General Terms and Conditions.
Section 2 Business preparation, conclusion of contact, other declarations
(1) Regardless of whether a contract comes into being or not, expenses incurred by the Seller for visits, drafts, samples, templates, cost estimates, offers etc. in the course of business preparation shall not justify a cost obligation or other liability on the Buyer’s part.
(2) The Buyer’s orders are always non-binding until submission or confirmation in text form by the Buyer. The Seller must inform the Buyer of any obvious errors (e.g. typing or mathematical errors) and gaps in the order, including the order documents, before accepting the order for the purposes of correction and/or completion; otherwise, the contract shall not count as concluded.
(3) Legally significant declarations and notices which the Seller has to submit to the Buyer or a third party require the written form.
(4) The Buyer and Seller may only use the business relationship for advertising (“referencing”) with the other business partner’s written consent.
Section 3 Delivery and performance period
The delivery and performance times specified in the order are binding. If it looks unlikely that the Seller will be able to comply with agreed delivery or performance times, it is obliged to inform the Buyer of this immediately in text form.
Section 4 Delivery, documents, transfer of ownership
(1) Unless otherwise agreed, deliveries shall be “Delivered At Place” (DAP; Incoterms 2020) to the location given in the order.
(2) All deliveries must be accompanied by a delivery note providing the date (date of issue and shipment), content of the delivery (item number and quantity) and the Buyer’s order ID (date and number). Separately to the delivery note, the Buyer must on request be sent a dispatch note with the same content. The Buyer is not responsible for delays in processing or payment resulting from breaches of the above conditions.
(3) Subcontracts for deliveries and services may only be awarded with the Buyer’s written consent, except for insignificant deliveries,
marketable parts or insignificant ancillary services.
(4) Devices must be delivered along with a technical description and user manual in German, and software products with the full documentation (especially the operating instructions). Programs tailor-made for the Buyer must also be delivered along with the source code for the program.
(5) Ownership of the goods shall be transferred to the Buyer on payment at the latest. Any extended or expanded reservation of title is excluded.
(6) Where deliveries and services are not provided by the Federal Republic of Germany, but rather from another EU Member State, the EU VAT ID no. should be given.
Section 5 Prices and terms of payment
(1) The price given in the order is binding and applies unless otherwise agreed for DAP (Incoterms 2020) deliveries. All prices include statutory VAT, even if this has not been separately indicated.
(2) Unless otherwise agreed, the price includes all the Seller’s services and ancillary services (e.g. assembly, installation) and all ancillary costs (e.g. proper packaging, transportation costs including any transport and liability insurance). The Seller must take packaging material back at the Buyer’s request.
(3) Unless otherwise agreed, the agreed price shall fall due for payment within 30 (thirty) calendar days from the completion of the delivery and service (including any agreed discount) and receipt of a proper invoice. If the Buyer pays within 14 (fourteen) days, it is entitled to deduct 3 (three) % from the net invoiced amount.
(4) The Buyer can only process invoices if they provide the order number given in the order; the Seller shall be responsible for any consequences of failure to comply with this obligation, unless it proves that it was not at fault.
(5) The Buyer shall not owe any interest on maturity. The Seller’s claim for the payment of default interest shall remain unaffected. Legal regulations apply to the beginning of default on payment. In every case, however, a reminder by the Seller shall be required.
(6) The Buyer shall have rights of offsetting and retention as well as the defence of an unfulfilled contract within the statutory scope. The Buyer is in particular entitled to retain due payments while it has claims against the Seller arising from incomplete or defective services.
(7) The Seller is only entitled to offset or retain payments if and insofar as its counterclaims are uncontested or have been made legally enforceable, or its counterclaims are based on the same contractual relationship.
Section 6 Safety and environmental protection
(1) The Seller’s deliveries and services must comply with all statutory provisions which apply within the Federal Republic of Germany (especially those relating to safety and environmental protection, such as Hazardous Substances Ordinance (GefStoffV), Electrical Equipment Act (ElektroG) or Product Safety Act (ProdSG) or General Product Safety Regulation, GPSR, (2023/988), and the safety recommendations of the various responsible German professional bodies and associations (e.g. VDE, VDI, DIN). All relevant certificates, test certificates and evidence must be supplied free of charge without a request being made.
(2) In particular, the delivery of substances, concoctions or products which are banned from manufacture, use or sale by German law is prohibited. If the goods to be delivered are hazardous substances, this should be indicated in the Seller’s offer, whereby the corresponding safety data sheets (in German or English) should be sent to the Buyer when the offer is made.
(3) The Seller bears sole responsibility for compliance with statutory occupational safety and work safety provisions, applicable accident prevention regulations and the Buyer’s special safety regulations during the delivery process and provision of services, and must seek information from the Buyer in good time regarding the existence of any such safety regulations. If the manufacturer has issued safety instructions, these must be delivered free of charge along with the goods.
Section 7 Buyer documents
The Buyer shall retain right of ownership, copyrights and any commercial property rights to illustrations, drawings, templates and other documents (the “Documents”). This also applies to documents not explicitly marked as “confidential”. Before forwarding documents to third parties, the Seller must obtain the Buyer’s explicit written consent.
Section 8 Defect guarantee, Seller’s liability for compensation
(1) The Seller owes defect-free deliveries and services, and in particular compliance with agreed specifications and guaranteed characteristics. Deliveries and services must be carried out according to the state of technology and safety requirements must be complied with.
(2) In the event of a defect, the Buyer shall have all the statutory claims. In particular, the Buyer is entitled to demand that the Seller rectify the defect or deliver a new item, according to the Buyer’s preference. The Buyer explicitly reserves the right to compensation, including compensation instead of performance, for every degree of fault and in full.
(3) Those product descriptions which have become objects of the relevant contract or have been incorporated into the contract in the same way as the General Terms and Conditions of Purchase shall count in each case as agreements on quality in the legal sense. It makes no difference in this respect whether the product description comes from the Buyer, the Seller or the manufacturer.
(4) Otherwise than in Section 442 (1)(2) BGB, defect guarantee rights shall apply without limitation even if the Buyer was unaware of the defect when concluding the contract due to gross negligence.
(5) The Seller shall bear the costs it incurs for the purposes of testing and repair, even if it turns out that the goods were not actually defective. The Buyer’s liability for compensation in the event of an unjustified demand for rectification of a defect shall remain unaffected if the Buyer knew, or did not know due to gross negligence, that no defect was present.
(6) If the Seller fails to fulfil its repair obligation within a reasonable period set by the Buyer, the Buyer shall be entitled to rectify the defect or procure a replacement at the Seller’s expense, or to enlist third parties to do this. If the Seller’s efforts at repair have failed or are not acceptable to the Buyer (e.g. due to particular urgency, risk to operational safety or the threat of disproportionate damages), or the Seller seriously and finally refuses to make such efforts, there is no need for a period to be set. The Buyer shall inform the Seller immediately, or if possible beforehand, that it is carrying out the repair or replacement itself or having it carried out by third parties.
(7) The limitation period is 36 months, calculated from the day of delivery according to Section 4 (1) and/or acceptance. Longer legal limitation periods shall remain unaffected.
(8) The Seller shall be liable for compensation for each degree of fault and in the full amount according to the statutory provisions.
(9) The commercial obligation to inspect and report any defects is subject to the legal provisions (Sections 377, 381 German Commercial Code (HGB) on the following proviso: The Buyer’s obligation to inspect is related to defects which become apparent on external inspection of the incoming goods, including delivery notes, by the Buyer (e.g. damage in transit, defective or under-delivery) or which can be identified by spot checks in the Buyer’ quality control procedures. If acceptance is agreed, no obligation to inspect shall apply. In all other respects, it shall depend on the extent to which an examination is feasible in the ordinary course of business, taking into account the circumstances of the case. The Buyer’s obligation to report defects discovered later shall remain unaffected.
Section 9 Supplier’s redress
(1) In addition to the claims for defects, the Buyer shall be entitled without limitation to its legally determined rights of recourse within a supply chain (supplier's redress according to Sections 445a, 445b, 478 BGB. In particular, the Buyer is entitled to demand from the Seller exactly the kind of supplementary performance (repair or replacement delivery) which the Buyer owes its customer in the individual case. The Buyer’s statutory right to choose (Section 439 (1) BGB) is not limited by this.
(2) The Buyer’s claims from supplier’s redress shall apply even if the defective goods have been further processed by the Buyer or another commercial entity, e.g. by installation in another product.
Section 10 Product liability, insurance
(1) Where the Seller is responsible for damage to a product, the cause lies within its domain and organisational area and it is externally liable itself, it is obliged to release the Buyer from any third-party compensation claims on first demand.
(2) Within the scope of its release obligation, the Seller must also reimburse any expenses, according to Sections 683, 670 BGB or according to Sections 830, 840, 426 BGB, arising from or in connection with a recall action carried out by the Buyer. The Buyer shall, where this is possible and reasonable, inform the Seller if the content and scope of the recall measures to be carried out and give it the opportunity to take up a position. Other legal claims shall remain unaffected.
(3) The Seller is obliged to take out and maintain product liability insurance with a flat insured amount of at least 10m euros per personal/material damage event. Further compensation claims on the part of the Buyer shall remain unaffected.
Section 11 Property rights
(1) The Buyer shall ensure that no third-party rights are breached in connection with its delivery.
(2) If a suit is brought against the Buyer by a third party in connection with such rights, the Seller is obliged to release the Buyer from such claims at its first written request; the Buyer is not entitled to make agreements without the Seller’s consent, and in particular to reach a settlement.
(3) The Seller’s release obligation covers all expenses which the Buyer necessarily incurs due to or in connection with the third-party suit, unless the Seller can prove that it is not responsible for the breach of obligation on which the breach of property rights is based.
(4) The limitation period for these claims is 36 months, calculated from delivery according to Section 4 (1) of these GTC and/or acceptance.
Section 12 Export control, Ethics and compliance clause
(1) The Seller must fulfil the applicable requirements of national and international export, customs and foreign trade law for all goods to be delivered and services to be rendered. The Seller must obtain any necessary movement or export permits, unless applicable export, customs and foreign trade law obliges not the Seller, but the Buyer or a third party to apply for these permits.
The Seller must provide the Buyer as soon as possible, but at the latest 10 days before the delivery deadline, with all information and data which the Buyer requires in order to comply with applicable export, customs and foreign trade law, movement and imports as well as in the case of resale of goods and services, especially for every good and service:
• the Export Control Classification Number (ECCN) according to the U.S. Commerce Control List (CCL) or the designation “EAR99” if the item is subject to the U.S. Export Administration Regulations. If the item is subject to the United States Munitions List or otherwise to the International Traffic in Arms Regulations (ITAR) the Buyer likewise requests the list position;
• all correct export list positions (if the item does not fall under an
export list position, this should be indicated with “AL: N”);
• the statistical item number according to the current item classification for
foreign trade statistics and the HS (Harmonized System) Code;
• the country of origin (non-preferential origin) and
• where requested by the Buyer: supplier declarations on preferential origin (for European sellers) or certificates for preferences (for non-European countries) (“export control and foreign trade data”)
In the event of changes to the origin or characteristics of the goods and services or the applicable export, customs and foreign trade law, the Seller must update the export control and foreign trade data and share them with the Buyer in writing as soon as possible, but at the latest ten days before the delivery date. The Seller shall bear all expenses and damages incurred by the Buyer due to missing or inaccurate export control and foreign trade data.
(2) As part of the fulfilment of the contract, the Seller undertakes to comply with all applicable laws and regulations concerning him, in particular those relating to the following:
- Employee rights (including health and safety at work and prohibition of forced and child labour),
- environmental law,
- financial integrity (including the prohibition of all forms of corruption and the fight against money laundering),
- competition and antitrust law
(3) As part of the fulfilment of the contract, the Seller also undertakes to comply with the Buyer's own "Code of Conduct" and the Supplier Charter. You will find these documents as an attachment to the GTC in PDF format as well as under the following link (under “Other: GTC Purchase”).
www.saint-gobain-glass.de/de/downloadbereich
(4) The Buyer reserves the right to temporarily or permanently refuse to fulfil its obligation under the contract or to withdraw from the contract if a new law or regulation makes the fulfilment of its contractual obligation unlawful or impossible or imposes sanctions on it, without the Buyer having to assume any liability for this.
The Buyer shall immediately inform the Seller in writing of the exercised right.
For continuing obligations, the right of cancellation shall be replaced by the right of termination without notice for good cause, which is regulated under § 12 (7) of these GTC.
(5) The Seller shall comply with the obligations set out in § 12 (2) and (3) and ensure that the employees, temporary workers or other third parties engaged by the Seller to fulfil the order also strictly adhere to these obligations.
Otherwise, the Buyer reserves the right to terminate the contract without notice for good cause in accordance with § 12 (7) of these GTC, without the Buyer having to assume any liability for this.
(6) Furthermore, the Seller undertakes to take all reasonable measures and procedures to comply with the aforementioned obligations and to inform the Buyer of these upon request.
Otherwise, the Buyer reserves the right to terminate the contract without notice for good cause in accordance with § 12 (7) of these GTC without the Buyer having to assume any liability for this.
(7) The Buyer may suspend the contract or an order after written notification to the Seller and/or terminate it without notice for good cause. Good cause in this sense shall be deemed to exist in particular if one or more of the obligations listed under § 12 (2), (3), (5) and (6) of these GTC have been culpably breached by the Seller.
The notice of cancellation shall contain the essential reasons which led to the assumption of the existence of good cause.
The Buyer may claim damages under applicable law if the Seller culpably breaches the aforementioned obligations. In no event shall the Buyer be liable for any damages incurred by the Seller as a result of the suspension or cancellation of the contract or an order. The Seller undertakes to bear its own costs resulting from the suspension or cancellation and to mitigate the consequences of the resulting damage.
(8) The Seller confirms that he has been informed about the Buyer's professional whistleblower system, which is accessible at the following address:
www.bkms-system.com/saint-gobain
Section 13 The Act on Corporate Due Diligence Obligations in Supply Chains
(1) As part of the fulfilment of the contract, the Seller further undertakes to comply with all legal obligations concerning him to comply with the due diligence obligations under the German "Act on Corporate Due Diligence Obligations in Supply Chains ("LkSG"). Further information is available under the following link:
www.bafa.de/DE/Lieferketten/Multilinguales_Angebot/multilinguales_angebot_node.html#:~:text=The%20Act%20on%20Corporate%20Due,with%20at%20least%203%2C000%20employees
The Buyer´s obligation in this regard pursuant to § 3 para. 1 no. 4 i.V.m. § Section 6 (2) of the LkSG to issue a declaration of principles has been fulfilled.You will find this document as an attachment to the GTC in PDF format as well as under the following link:
www.saint-gobain-glass.de/de/downloadbereich
(2) The Seller as a supplier fulfils the human rights and environmental due diligence obligations of the LkSG in compliance with the definitions of "human rights risk" and "environmental risk" ("human rights and environmental standards") listed in Section 2 (2) and (3) of the LkSG.
(3) The Seller as a supplier shall ensure that its employees receive training and further education on human rights and environmental standards upon request.
(4) Upon request, the Seller as a supplier shall provide the Buyer with information that is suitable for verifying the Seller's compliance with human rights and environmental obligations.
(5) In the event of actual violations of human rights and environmental standards in the Seller's own business area, the Seller as a supplier shall take appropriate remedial measures to prevent, end or minimise the violations. If the Seller cannot remedy the violation of human rights and environmental standards in its own business area in the foreseeable future, the Buyer may demand that the Seller as a supplier actively participates in the joint development and implementation of an action plan to remedy the violation. During the implementation of the action plan to remedy the violation of human rights and environmental standards, the Buyer may temporarily suspend this contract.
(6) If the Seller as a supplier violates material human rights and environmental standards and this violation is classified as very serious or if the Seller does not remedy violations of human rights and environmental standards within a period of time set by the Buyer or in the action plan, the Buyer may terminate the contract or the business relationship as a last resort if the Buyer has no other, less serious means at its disposal and an increase in the possibilities of influencing the Seller as a supplier has no prospect of success.
(7) The Seller as a supplier shall pass on the human rights and environmental standards, in particular the obligations specified in sections 2-6 of this clause, in the contracts, orders, purchase orders or comparable agreements with its upstream and downstream suppliers. The Seller as a supplier shall oblige its upstream and downstream suppliers to pass on the human rights and environmental obligations in the orders, contracts or comparable agreements with their own upstream and downstream suppliers, in particular the regulations specified in sections 2-6 of this clause.
Section14 Data protection, choice of law and place of jurisdiction
(1) You can find information on data protection.
(2) The law of the Federal Republic of Germany shall apply, to the exclusion of International Uniform Law, in particular the UN Sales Law (CISG).
(3) The place of performance is the Buyer’s seat of business.
(4) The place of jurisdiction -also internationally- is the Buyer’s seat of business; the Buyer, however, reserves the right to bring a suit against the Seller at its general place of jurisdiction.