Terms of Purchase

1. Scope of Application
These Terms of Purchase apply to all contracts concluded by Companies in the arvato services Group (Germany) (see list of companies in Item 12 - hereinafter the “Customer”).
Supplier’s divergent terms of business shall not apply, even if Customer fails to expressly refute them.
The acceptance of deliveries and performances as well as payments does not constitute any recognition of Supplier’s General Terms and Conditions of Business. This also applies if Supplier states that it only wishes to deliver subject to its own terms and conditions.
2. Orders
1. 2.1 Customer’s orders and call-forward notices and any amendments or supplements must be done in writing. This requirement for written form shall also be met by sending communications by fax, eprocurement system, email and EDI. Customer shall be bound by its orders for 14 days. The date for acceptance shall only be deemed met provided Supplier’s declaration of acceptance is received by Customer within the 14-day period. Call-forward notices shall be binding unless Supplier contradicts within two days of receiving them.
2. 2.2 Insofar as Supplier may reasonably be expected to accept this, Customer may demand alterations to the subject-matter of the delivery or the agreed performance, whereby the consequences of so doing – in particular with regard to greater or lesser costs and the dead-lines for deliveries and services – must be taken into reasonable account.
3. 2.3 Partial deliveries or partial performances shall only be accepted by written agreement. Where partial deliveries or partial performances have been agreed the quantity outstanding must be specified on the delivery note.
4. 2.4 All Supplier’s correspondence must be addressed to the clerk in Customer’s purchasing department who is named in the order, and quote the SAP order number, if any.
3. Prices
Prices include all incidental costs. Fixed prices shall be free place of receipt including transport, packaging and customs duties, but excluding VAT. Customer may take advantage of any general price reductions made by Supplier up until the planned delivery date. Estimates are binding and free of charge, unless expressly agreed otherwise.
4. Delivery, Packaging, Proof of Origin, Services
1. 4.1 Supplier is only entitled to make deliveries before the agreed date with Customer’s consent.
2. 4.2 Supplier is obliged to use environmentally friendly products and processes for its goods and services within the extent of its capabilities. Standard engineering practice, European and German norms and all laws and legal provisions applicable at the place of performance, especially legal provisions concerning environmental protection, fire protection, hazardous material, dangerous goods, and accident prevention, must be followed; generally accepted health and safety provisions must be met.
3. 4.3 Supplier shall include all the necessary delivery documents with the delivery. The delivery documents must list the delivery address, quote the SAP order numbers, if any, list the item numbers on the order, name the clerk in Customer’s purchasing department, and state the delivered quantity, the weight and other information relevant to the delivery. Incorrect or incomplete delivery documents shall entitle Customer to refuse receipt of delivery. If a machine is delivered in accordance with the Machine Directive (RL 98/37/EU) the assessment of risk required under this Directive must also be provided to the Customer.
4. 4.4 The supplies must be properly packed in the manner usual in trading. In the event of special packaging instructions being given, Customer shall be entitled if they are not followed to refuse acceptance of delivery. In any case, Supplier is obliged to use environmentally friendly packaging exclusively. Supplier must take back transport packaging at its own expense. Product packaging must be designed in such a manner that it can be disposed of by Customer at no extra cost. Re-usable or recyclable packaging may be used. If such packaging is used, Supplier must draw attention to this fact, and clearly label the reusable packaging material as such. The provision and return delivery of re-usable packaging materials shall be done at Supplier’s expense. Customer shall assume no responsibility for the condition of the reusable packaging that is returned.
  Customer may return to Supplier separately and freight paid any packaging for which it has been charged, in return for reimbursement of 2/3 of the packaging costs charged, provided the packaging is in a state permitting re-use
5. 4.5 If goods are meant for export, then Supplier must make a written declaration of the origin of the goods in accordance with customs law, using the proper form. This declaration must be forwarded to Customer along with the first delivery at the latest. Supplier guarantees that delivered goods comply with all relevant legal provisions; in case of deliveries to countries other than the country of origin, regulations of the country of destination shall also apply.
6. 4.6 With the physical delivery of the goods in question, the ownership of such goods is also transferred. If and to the extent that the Supplier has reserved ownership of the delivered goods until the purchase price has been paid in full, then the ownership is transferred once the final payment related to the specific transaction has been made. Any delayed and/or extended reservations of ownership are hereby exclusively contradicted.
5. Personnel deployment
1. 5.1 Supplier shall in principle use its own personnel to carry out/perform its deliveries and services. Supplier shall, in accordance with the provisions of law, only deploy employees to perform the contractually agreed services who hold a valid work permit for the Federal Republic of Germany or, if the services are not performed in Germany, a valid work permit for the respective country in which the goods are manufactured or the services provided, who are properly registered with the German social insurance institutions or the social insurance institutions of the country in which the goods are manufactured or the services provided, where the services performed by the employees, including the applicable tax and social security deductions are correctly processed for accounting purposes. Supplier shall pay all applicable tax and social security deductions in full and on time to the relevant collection offices (e.g. social insurance institutions, tax office etc.). The employees have a valid contract of employment with Supplier and shall be paid according to the applicable regulations in each case. The employees have been instructed by Supplier to strictly observe the regulations concerning employment protection and general young person’s employment protection and the applicable requirements imposed by law or by official bodies in each case. Supplier shall continuously monitor the observance of the above specifications.
2. Supplier may only arrange for the performance and/or delivery to be carried out in full or in part by a suitable and reliable subcontractor with the written consent of Customer. In this case, there must be confirmation that the subcontractors are obliged to comply with the agreements between Supplier and Customer, in particular concerning secrecy etc. The Customer’s consent shall restrict neither the obligations of the Contractor nor shall it justify any rights of the Subcontractor.
6. Default, Contractual Penalty
Agreed dates and deadlines must be met. In the event of noncompliance that is the fault of the Supplier, a contractual penalty totaling 0.5% of the value of the order shall be payable for each week commencing, up to a maximum penalty equivalent to 5% of the value of the order. Further claims based on default shall remain unaffected.
Customer must be informed immediately about any predictable delay.
Unconditional acceptance of a late delivery or of late performance shall not imply any waiver of the compensation claims to which Customer is entitled due to the lateness of the delivery or performance; this shall apply until such time as the payment owed by Customer for the delivery or performance concerned has been made in full.
7. Statute of Limitation, Quality Assurance, Guarantee, Obligation to Provide Information
1. 7.1 The guarantee period for deliveries and performance shall commence on the delivery being handed over or on the performance being accepted.
  The statutory period of limitation for all claims and rights of Customer in respect of defects in deliveries and performance – regardless of the legal reason in question – shall be 3 years. This period shall also apply if the claims are not in connection with a defect. The statutory period of limitations in respect of a defect that requires subsequent performance shall start to run again from the time that the subsequent performance measures are completed.
  Any longer statutory periods of limitation shall likewise remain intact such as further conditions governing the suspension of the running of statutory periods, the actual suspension and the resumption of statutory periods.
2. 7.2 Supplier shall remedy on request any defects occurring during the guarantee period, without delay and free of charge and including all incidental costs, by way of repair or – at Customer’s option – by making an exchange and subsequent delivery. Supplier shall not pay any costs incurred due to a delivered item subsequently being taken to another location by Customer, although this did not comply with its designed purpose. If improvements or subsequent delivery fail, then in accordance with statutory regulations Customer may withdraw from the contract or demand a reduction in the purchase price and/or compensation or the reimbursement of unnecessary costs incurred.
3. 7.3 In particularly urgent cases, Customer is entitled to make improvements or to exchange defective parts, or to have same done, at Supplier’s expense. This shall apply if Supplier does not agree to a sufficiently prompt subsequent perfomance of the defect - after stipulation of a deadline by Customer, if applicable - after Customer has notified Supplier of such guarantee case.
4. 7.4 If any safety regulations or rules on safety at work have to be heeded in connection with the delivery and/or services, then Supplier shall expressly draw attention to this in writing.
5. 7.5 People working on Customer’s factory site must heed the provisions laid down in the respective factory regulations and instructions by the works protection force.
8. Invoicing & Terms of Payment, Setoff
1. 8.1 Supplier’s invoices must be issued in duplicate, quoting the item number on the order, the name of the clerk in Customer’s purchasing department, the quantity being delivered and the price, as well as the respective SAP order number, if any. All payments shall be withheld by Customer until an invoice is submitted which complies with the rules laid down in Turnover Tax Law. Instead of an invoice, a credit note may be issued at Customer’s option, in accordance with the rules laid down in Turnover Tax law.
2. 8.2 If and as far as not agreed upon otherwise, remuneration shall be made in the manner commonly practiced in trading and fall due for payment within 14 days with 3% discount for payment or within 65 days net. Place of performance is Gütersloh.
3. 8.3 Customer is entitled to offset all claims from companies that are affiliated to the Customer for the purposes of §§ 15 ff. AktG against the claims of the Supplier.
9. Liability, Force Majeure
1. 9.1 Unless otherwise agreed in a written agreement, liability shall be governed solely by statutory regulations. Liability is not limited.
2. 9.2 Force majeure, legal labor disputes, walkouts, unrest, government measures and other unpredictable extraordinary circumstances for which the contracting parties are not to blame shall release the latter from their obligation to perform for the duration of the interference. This shall also apply if the events occur at a time when the contracting party concerned is already in default. In as far as may reasonably be expected, the contracting parties shall give each other any information required, and adapt their obligations to the altered circumstances in good faith. If the force majeure lasts for a substantial period, then the Customer may rescind the contract if his requirements are considerably reduced.
3. 9.3 Customer shall be released from its obligation to take and accept delivery and may rescind the contract if it no longer has any use for the deliveries or services due to the delay caused by the force majeure or the labor dispute.
10. Security of supplier chain
1. 10.1 Supplier declares, to the extent necessary, that it is a certified Authorized Economic Operator (AEO) and shall prove this by sending a copy of the official certification to Customer at the latest by the time that the contract is signed.
2. 10.2 If Supplier is not a certified Authorized Economic Operator it is also obliged to sign the customs security declaration (www.zoll.de) and to take the precautions and maintain the regulations detailed therein.
3. 10.3 If Supplier fails to take the necessary precautions or breaches the regulations detailed in the customs security declaration in part or in full or if it fills out the “Security declaration” annex incorrectly, Customer is entitled to terminate the respective contract in writing with immediate effect.
4. 10.4 In addition, Supplier indemnifies Customer to the extent permitted by law against any and all third party claims – regardless of the legal reason in question – which may arise in connection with the noncompliance or partial non-compliance by Supplier of its obligations as agreed in the customs security declaration, in particular in respect of authorities. Any compensation claim beyond this and any other claims and/or rights shall not be affected by this indemnification.
5. 10.5 Furthermore, Supplier shall bear any costs incurred by Customer as a result of the Supplier filling out the customs security declaration incorrectly or if the latter fails to comply with some or all of the requirements of said declaration, including the costs of any immediate termination.
Final Provisions
1. 11.1 The contracting parties shall treat all commercial or technical details which are not public knowledge and which come to their notice on the basis of their business relationship as business secrets. Information and records must be treated confidentially, and may not be made accessible to third parties. Sub-contractors must be obligated accordingly.
2. 11.2 Supplier may only assign contractual rights and obligations, excluding claims as stated in § 354a of the German Commercial Code (HGB), to third parties with Customer’s written consent.
3. 11.3 Venue for all and any disputes between Customer and Supplier shall be Gütersloh, provided Supplier is a registered merchant, or a legal entity or a special trust under public law. However, Customer shall also be entitled to sue Supplier at the location of the latter’s registered headquarters.
  In addition to these Terms of Purchase, the laws of the Federal Republic of Germany shall apply, on exclusion of CISG (11/04/1980).
11. Companies in the arvato services Group (Germany)
1. arvato distribution GmbH, Gottlieb-Daimler-Str. 1 33428 Harsewinkel
2. arvato logistics services GmbH, An der Autobahn, 33310 Gütersloh
3. arvato media GmbH, An der Autobahn, 33310 Gütersloh
4. Media Log Spedition GmbH, An der Autobahn, 33310 Gütersloh
5. Verlegerdienst München GmbH, Gutenbergstr. 1, 82197 Gilching
6. arvato Print Services GmbH, Gütersloh
7. arvato services technical information GmbH, Weserstraße 4, 47506 Neukirchen-Vluyn
8. • Thomas Abeking Verlag für technische Dokumentation GmbH, Pastoratshof 27-29, 47929 Grefrath
9. arvato services solutions GmbH, An der Autobahn, 33310 Gütersloh
10. AZ Direct GmbH, Carl-Bertelsmann-Str. 161, 33311 Gütersloh
11. AZ Direct Beteiligungs GmbH, Gütersloh
12. Deutsche Post Adress GmbH & Co.KG, Bonn
13. Deutsche Post Adress Geschäftsführung GmbH
14. arvato direct services Stuttgart GmbH, Kornwestheim
15. arvato direct services Wilhelmshaven GmbH, Schortens
16. arvato direct services Dortmund GmbH, Dortmund
17. arvato direct services GmbH, Gütersloh
18. arvato direct services Gütersloh GmbH, Gütersloh
19. arvato direct services Frankfurt GmbH, Frankfurt
20. arvato direct services telco Neubrandenburg GmbH, Neubrandenburg
21. arvato direct services Brandenburg GmbH, Brandenburg
22. arvato direct services Stralsund GmbH, Stralsund/Havel
23. arvato direct services Cottbus GmbH, Cottbus
24. arvato direct services Münster GmbH, Münster
25. arvato direct services Wuppertal GmbH, Wuppertal
26. arvato direct services Neckarsulm GmbH, Neckarsulm
27. arvato direct services Eiweiler GmbH, Heusweiler-Eiweiler
28. arvato direct services Potsdam GmbH, Potsdam
29. arvato direct services GT GmbH, Gütersloh
30. BFS finance GmbH, Verl
31. BFS risk & collection GmbH, Verl
32. BFS finance Münster GmbH, Münster
33. BFS health finance GmbH, Dortmund
34. arvato services Stralsund GmbH, Stralsund
35. arvato services Schwerin GmbH, Schwerin
36. arvato services Chemnitz GmbH, Chemnitz
37. arvato services Freiburg GmbH, Freiburg
38. arvato services Neubrandenburg GmbH, Neubrandenburg
39. arvato services Erfurt GmbH, Erfurt
40. arvato services Rostock GmbH, Rostock
41. arvato services Potsdam GmbH, Potsdam
42. arvato services München GmbH, München
43. arvato services technical information, GmbH, Harsewinkel
44. inmediaONE GmbH, Gütersloh
45. bedirect GmbH & Co. KG, Gütersloh
46. bedirect Verwaltungs GmbH, Gütersloh
47. Abacus Deutschland GmbH & Co. KG, Dortmund
48. Abacus Deutschland Verwaltungs GmbH, Dortmund
49. ABIS GmbH, Frankfurt
50. 1 18 18 Auskunft GmbH, Dortmund
51. Nürnberger Inkasso GmbH, Nürnberg
52. inForma Solutions GmbH, Baden – Baden
53. inFoScore Consumer Data GmbH, Baden-Baden
54. inFoScore Business Data Gesellschaft für Inkassodienstleistungen mbH, Baden-Baden
55. inFoScore Business Support GmbH, Baden-Baden
56. inFoScore Finance GmbH, Baden-Baden
57. inFoScore Forderungsmanagement GmbH, Baden-Baden
58. inFoScore Informationsmanagement Beteiligungs GmbH, Baden – Baden
59. DeutschlandCard GmbH, München
60. rewards arvato services GmbH, München
61. Informa Unternehmensberatung GmbH, Baden – Baden
62. arvato InFoScore GmbH, Baden - Baden
63. Adportum Media GmbH, München
64. arvato online services GmbH, München
65. Direct Sourcing Germany GmbH, Gütersloh
66. Nayoki Interactive Advertising GmbH, München
67. arvato Margento Solutions GmbH & Co.KG, Gütersloh
68. arvato telco services Erfurt GmbH
69. arvato backoffice services Erfurt GmbH

Status: July 2009

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