General Terms and Conditions of VEINLAND GmbH

I.General Terms and Conditions of Purchase

1.Scope of Application

All deliveries and services provided by the Supplier to VEINLAND GmbH, hereinafter referred to as VEINLAND, shall be subject to the following Terms and Conditions of Purchase.

It shall be irrelevant in which form the Supplier obtains or has obtained knowledge of the Terms and Conditions of Purchase. For the effective inclusion of these Terms and Conditions of Purchase in the contractual relationship, it shall be sufficient that the Supplier has the opportunity to take note of these Terms and Conditions of Purchase; a reference thereto on the order shall be sufficient.

A one-time reference to the validity of the Terms and Conditions of Purchase shall be sufficient for the effective validity also for future transactions between the Supplier and VEINLAND.

Orders, supplements, amendments and agreements shall only be valid if they have been placed or confirmed in writing by VEINLAND.

The Supplier shall be obliged to check the written order or purchase order without delay and to notify VEINLAND in writing of any inaccuracies. VEINLAND will examine this complaint as soon as possible and will inform the Supplier of the result of this examination in writing without delay.

Conflicting or deviating terms and conditions of the Supplier shall not be binding on VEINLAND, even in the event that VEINLAND has not objected thereto or provides services without reservation.

2. Conditions of payment

The prices on which the order/agreement is based are net prices. The applicable value added tax, if any, shall be payable on these prices.

Claims of a Supplier against VEINLAND may only be assigned to a third party with the prior written consent of VEINLAND.

If no terms of payment are stipulated in the order/contract/agreement, payments shall be due no later than 30 days after receipt of the valid invoice, unless the Supplier’s performance is resold by VEINLAND to a third party and the third party has not yet accepted or paid for this performance.

The Supplier’s performance shall also be deemed not to have been accepted if defects have still been identified and these still have to be remedied. The supplier shall issue his invoice repeating the details from the order. If payment is not made on time due to improper delivery and/or incomplete or incorrect invoice details, payment periods shall only run from the time of clarification. The same shall apply to any additional costs incurred by the Supplier.

VEINLAND shall have a right of retention against the Supplier if the Supplier has not delivered on time or/and the third party has cancelled further orders or further order volumes vis-à-vis VEINLAND due to the Supplier’s delay.

3. Copyright, exploitation rights and rights of use

In the case of all development services, design or research studies etc. imitated, specified and commissioned externally by VENLAND against payment, all copyrights, rights of use and exploitation shall be transferred to VEINLAND. Self-use of the results by the Contractor/Supplier is prohibited and only permitted with the written consent of VEINLAND. VEINLAND shall be entitled to the sole rights thereto.

The Contractor/Supplier shall receive the remuneration agreed upon in advance, unless otherwise agreed and the Contractor/Supplier has fulfilled the tasks set in a professional and proper manner, has been accepted by VEINLAND and this has been confirmed by VEINLAND.

4. Non-competition clause

The Suppliers/Contractors are prohibited from approaching the employees before, after or during the processing of the order and to entice them away from VEINLAND for their own purposes or those of third parties or to make use of them in any other way, unless this is done in execution of the order and after prior agreement with VEINLAND. The Suppliers are also prohibited from accepting from VEINLAND’s employees the services offered by them in their own name before, during or after the processing of the order.

Any infringement will trigger a contractual penalty amounting to 20% of the net order value. VEINLAND reserves the right to claim any further damages as well as to claim injunctive relief against the supplier/contractor and to claim surrender of the profit.

5. Delivery dates

The delivery dates or deadlines agreed with VEINLAND shall apply. These dates are binding and must be observed by the Supplier. The order date shall apply for the calculation of the delivery period.

If the Supplier is unable to comply with the delivery period or delivery date, irrespective of the reasons, the Supplier shall inform VEINLAND thereof in writing without delay. In this context, the reasons for the delay in delivery shall be disclosed and new binding delivery dates or periods shall be agreed upon or named.

In the event of a delay in delivery, VEINLAND shall be entitled to withdraw from the contract and to claim damages from the Supplier. VEINLAND shall grant the Supplier a reasonable period of grace, should this be necessary. As a rule, 10 working days shall be deemed sufficient.

If the Supplier is in default and VEINLAND accepts the delayed delivery, this shall not constitute a waiver of the aforementioned rights.

If the Supplier of VEINLAND is in default with its delivery (failure to comply with the delivery date or delivery period), VEINLAND shall be entitled to demand a contractual penalty from the Supplier in the amount of 5% of the order value for each completed week of default in addition to the performance of the contract. VEINLAND reserves the right to claim the contractual penalty until the final acceptance of the delivery.

VEINLAND shall be entitled to claim compensation from the Supplier for the damage incurred. However, VEINLAND may, at its own discretion, also claim liquidated damages from the Supplier in the amount of up to 10 % of the net order value per commenced week of delay.

The Supplier shall have the right to prove to VEINLAND that VEINLAND has suffered no or less damage as a result of the delay in delivery.

6. Shipping / Transfer of risk

The Supplier is obliged to pack the goods properly and to send them to VEINLAND. Unless the contracting parties have agreed otherwise in advance. The risk of accidental loss or accidental damage of the goods shall not pass to VEINLAND until the latter has received the goods and has acknowledged receipt of the goods. VEINLAND shall be deemed to have fulfilled its obligation to inspect incoming goods to a sufficient extent if it has randomly inspected the goods within five working days after receipt of the goods with regard to completeness, obvious defects and identity of the goods, insofar as this is possible according to the type and condition of the goods received. Any defects etc. will then be notified to the Supplier in writing without delay. VEINLAND will notify the Supplier immediately of any obvious transport damage.

The Supplier is obliged to use only environmentally friendly packaging material for packaging and dispatch of his goods, as far as this is possible and a safe transport of the goods is made possible by this.

Any partial deliveries must be agreed; otherwise VEINLAND shall be entitled to reject the performance. If VEINLAND rejects partial deliveries which have not been agreed, the Supplier shall bear the costs incurred. VEINLAND reserves the right to take further legal steps.

Declaration, labelling and packaging shall be carried out in accordance with the latest version of the nationally and internationally applicable regulations (e.g. ADR, RID, IMDG-Code, IATA-DGR, ADNR) and shall be provided with the prescribed, legally binding signed declarations of dangerous goods. Packaging and labelling must comply with the existing regulations. Deviating or additional regulations of the recipient country – if stated in the order – must also be taken into account.

The freight must be clearly and visibly marked by the supplier with the necessary shipping documents, delivery notes, consignment notes, stickers and markings, whereby a reference to the order number, material number and place of delivery must be indicated. This shall apply in particular to freight which is sent by the Supplier directly to a third party commissioned by VEINLAND (consignments not in contact with the factory).

If the Supplier has declared the freight poorly, incorrectly or not at all or has not or insufficiently provided the required information/documents, VEINLAND shall be entitled to demand compensation from the Supplier for the additional expenditure required in this respect and for the resulting damage.

7. Export licence requirement

Proofs of origin:

Suppliers based in the European Union are obliged to provide a long-term supplier’s declaration for all deliveries, or – if not otherwise possible – an individual supplier’s declaration in accordance with the provisions of Regulation (EC) No. 1207/2001, at the latest at the time of delivery.

Suppliers based outside the European Union are obliged to issue a preferential proof of origin (EUR.1, EUR-MED, invoice declaration, etc.) on request in accordance with the applicable preferential agreement. In the case of non-preferential origin goods or if the preferential origin differs from the non-preferential origin, the supplier is obliged to indicate the non-preferential origin and – upon separate request – to provide a certificate of origin issued by the respective competent authority. The country of origin must be specified precisely. In the case of communities or groups of countries, the individual country of origin shall be indicated in each case (e.g. “Federal Republic of Germany (European Union)”.

Proofs of origin according to this paragraph are free of charge for VEINLAND.

The Supplier shall be obliged to immediately notify VEINLAND in writing of any export restrictions for the goods delivered by the Supplier. This obligation shall exist in particular in the case of so-called

This obligation shall exist in particular in the case of so-called dual-use products in accordance with Regulation (EC) 428/2009 or in the case of other products, the export or re-export of which is prohibited or subject to authorisation in accordance with certain regulations.

The Supplier shall fulfil the control and monitoring obligations incumbent upon it vis-à-vis its suppliers, manufacturers and dealers.

8. Warranty/Liability for Defects

The Supplier shall provide VEINLAND with the contractually agreed services/deliveries free of material defects and defects of title.

If the service/delivery does not have the agreed quality or has not been delivered in the agreed quantity, VEINLAND shall have the right to subsequent performance by rectification or new or replacement delivery at its discretion as well as to compensation for damages in accordance with the statutory provisions.

The Supplier shall bear the expenses necessary for subsequent performance. This includes in particular the costs for installation and removal as well as travel expenses.

If subsequent performance fails or is not effected within the reasonable period of time set by VEINLAND, VEINLAND shall have the right to withdraw from the contract or to reduce the remuneration. VEINLAND shall have the right to claim damages from the Supplier instead of performance. In addition, VEINLAND shall have the right to claim reimbursement of futile expenses from the Supplier. Any warranty claims shall remain unaffected.

If the Supplier fails to fulfil its obligation to remedy the defect within the period of grace set by VEINLAND, VEINLAND shall have the right to remedy the defect itself, if necessary, in particular in cases of imminent danger. The additional costs incurred in this respect shall be borne by the Supplier and reimbursed to VEINLAND. VEINLAND shall have the right to continue to demand subsequent performance or remedy of defects from the Supplier despite self-performance.

If VEINLAND has withdrawn from the contract for reasons for which the Supplier is responsible, VEINLAND shall have the right to continue to use the service/goods free of charge until sufficient replacement has been procured. The same shall apply if the use is made by a third party.

VEINLAND shall not be liable for any consequential damage.

VEINLAND shall not be liable vis-à-vis third parties for any defects in purchased deliveries and services, etc.

Guarantees granted as well as other promises made by the Supplier shall be fulfilled by the Supplier. This does not require written confirmation by VEINLAND.

9. Electrical and Electronic Equipment Act, Electrical and Electronic Substances Ordinance (Elektro- und Elektronik-Stoff-VO)

The supplier is obliged to comply with the provisions of the Act on the Placing on the Market, the Taking Back and the Environmentally Compatible Disposal of Electrical and Electronic Equipment (ElektroG), the Electrical and Electronic Substances Ordinance (Elektro- und Elektronik-Stoff-VO) and to fulfil the obligations arising therefrom.

10. Product liability

The Supplier is obliged to indemnify VEINLAND against any claims by third parties due to defects in its performance/goods/supplied product. This shall also apply to any costs in the event of a recall action. VEINLAND shall not be liable vis-à-vis third parties for any defects in purchased supplies and services, etc.

The Supplier warrants to take out appropriate insurance at its own expense. VEINLAND shall be entitled to demand the presentation of proof at any time.

11. Documents, data media, etc.

If VEINLAND provides the Supplier with data, data carriers, samples, drawings, product descriptions, specifications, etc., these must be returned by the Supplier without delay and free of charge at VEINLAND’s request. These documents etc. are protected by copyright and are the property of VEINLAND. These documents may not be passed on to third parties for inspection, duplication, distribution, exploitation or otherwise made accessible without permission.

12. Business secrets

The Supplier shall maintain VEINLAND’s business secrets in compliance with the currently valid legal provisions. He is obliged to treat orders placed by VEINLAND and the related commercial and technical details as business secrets.

13. Compliance

The supplier is obliged to comply with all relevant laws, legal ordinances etc. which exist in connection with the execution of the order.

In particular, he is obliged to comply with the regulations from the areas of social security law, criminal law, antitrust law, the Employee Posting Act, the Minimum Wage Act and the Supply Chain Act and to ensure that child labour is not used. In addition, the provisions of the UN Global Compact Initiative must be observed.

The supplier shall ensure that no child labour has been involved in the production/delivery of its goods, products, materials, vendor parts, etc. VEINLAND does not tolerate child labour and requires a similar attitude from the suppliers. In addition, reference is made to the Code of Conduct for Business Partners, which can be found under item III.

The supplier is obliged to comply with the relevant anti-corruption laws and regulations and not to make any financial contributions or other gifts to employees of VEINLAND gifts to employees of VEINLAND or their family members.

The Supplier shall endeavour to oblige any subcontractors and suppliers to comply with the aforementioned regulations.

VEINLAND shall not be liable if suppliers fail to comply with the above standards, irrespective of the reasons.

14. collateral clauses

The law of the Federal Republic of Germany shall apply exclusively, with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods.

Place of performance and place of jurisdiction shall be the registered office of VEINLAND.

If any provision of these Terms and Conditions of Purchase or other agreements should be/become invalid or unenforceable in whole or in part, or if a loophole should become apparent therein, the validity of the remaining provisions shall not be affected thereby. The invalid provision shall be replaced by a valid provision which comes as close as possible to the economic purpose of the invalid provision.

15. Written form

Amendments to the above provisions must be made in writing.

II. General terms and conditions of delivery

1. Scope

All deliveries and services of VEINLAND GmbH, hereinafter referred to as VEINLAND, are based on the following General Terms and Conditions (GTC). The Customer’s terms and conditions of contract and purchase shall not become an integral part of the contract, even in the event of our delivery, without express objection by VEINLAND. Software licences shall be granted on the basis of the VEINLAND licence agreement, which shall then apply in addition to the General Terms and Conditions.

2. Conclusion of contract

Offers made by VEINLAND are subject to confirmation. Orders and contracts of the Customer must be in writing. Acceptance by VEINLAND shall be either in writing or by delivery. Assurances deviating from the above shall only be valid if confirmed in writing by VEINLAND.

3. Delivery and delay in delivery

Delivery dates communicated or agreed upon with the Customer shall be deemed to be approximate values and shall only be binding if they have been designated as binding by VEINLAND in writing. VEINLAND shall not be responsible for delays in delivery due to force majeure, as a result of changes in the official approval or legal situation, operational disruptions, industrial disputes, material procurement problems, even if they occur at suppliers, even in the case of bindingly agreed delivery dates. In such cases, the agreed delivery date will be tacitly extended by the reasonable period of time necessary for the elimination of the obstacle and its consequences. VEINLAND shall be entitled to make partial deliveries. These shall be accepted by the Customer to the extent reasonable.

Claims for damages by the Customer due to delay shall be excluded in any case, unless the delay is due to intent or gross negligence on the part of VEINLAND.

In the event that the Supplier of VEINLAND is in default of delivery (non-compliance with the delivery date or delivery period), VEINLAND shall be entitled to demand a contractual penalty from the Supplier in the amount of 5% of the order value for each completed week of default in addition to the performance of the contract. VEINLAND reserves the right to claim the contractual penalty until the final acceptance of the delivery.

VEINLAND shall not be liable vis-à-vis third parties for any defects in purchased deliveries and services, etc.

4. Shipment/Transfer of risk

The goods shall be dispatched ex warehouse VEINLAND. For all deliveries, the risk of accidental loss or accidental damage shall pass to the Customer as soon as the goods have been handed over to the carrier, even if carriage paid delivery has been agreed. If the shipment is delayed due to circumstances for which the Customer is responsible, the risk shall pass to the Customer as soon as the Customer is notified that the goods are ready for shipment.

5. Terms of payment

All deliveries and services will be invoiced at VEINLAND’s prices valid at the time of performance of the contract. The prices stated are ex warehouse VEINLAND. Packaging and shipping costs as well as the statutory value-added tax applicable at the time will be added. VEINLAND shall be entitled to adjust its prices to the prices customary in the market at any time and without prior notice. This shall also apply within the framework of framework call-off contracts.

If no terms of payment are stipulated in the order, all payments shall be due within 5 days from the date of invoice without deduction. In case of default of payment by the Customer, VEINLAND shall be entitled to charge interest on arrears of at least 9% above the respective discount rate of the Deutsche Bundesbank. If the Customer is in default of payment, all claims of VEINLAND against the Customer shall become due for payment immediately. This shall also apply in the event of a significant deterioration of the Customer’s assets and cessation of payments. The acceptance of cheques and bills of exchange, which shall be at VEINLAND’s discretion, shall be on account of performance only.

Expenses shall be borne by the Customer. VEINLAND shall be entitled to demand advance payment for deliveries.

If VEINLAND purchases services from third parties, payment will be made to the third party when the Customer of VEINLAND has accepted these services in full and there are no defects.

6. Retention of title

VEINLAND shall retain title to delivered goods until full payment of all claims, including claims arising in the future from the business relationship. The reservation of title shall be released at the Customer’s request in a form to be determined in writing by the parties if and to the extent that the security value exceeds the claims to be secured by more than 20 %.

The purchaser is entitled to resell the goods subject to retention of title in the ordinary course of business. However, he is prohibited from assigning or pledging the goods subject to retention of title as security. Dispositions by third parties, in particular seizures or assignments, shall be notified to VEINLAND without delay, accompanied by the documents required for an intervention. The exercise of the rights arising from the reservation of title or a demand for surrender shall not be deemed to be a withdrawal from the contract.

The Customer hereby assigns to VEINLAND all claims arising from the resale of the goods subject to retention of title. The Customer is revocably entitled to collect these claims. Upon request, the Customer shall inform VEINLAND of the assigned claims and their debtors. VEINLAND shall be entitled to disclose the assignment to the Customer’s debtor.

Any processing or further processing of the goods delivered by VEINLAND by the Customer shall be on behalf of VEINLAND. VEINLAND shall acquire title thereto in the amount of the value of the goods subject to retention of title existing at the time of processing or further processing.

If the goods subject to retention of title are combined with other items, VEINLAND shall acquire co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other items at the time of processing.

In the event of default of payment by the Customer, VEINLAND shall be entitled to collect the reserved goods still in the Customer’s possession. This shall also apply in case of a substantial deterioration of the Customer’s assets and in case of cessation of payments. The Customer shall allow VEINLAND’s employees authorised to collect the goods subject to retention of title access to the business premises during office hours even without prior notification.

7. Warranty

Each Customer or reseller shall be solely responsible for deciding whether goods ordered from VEINLAND are executable on a computer system intended for use with such goods. The warranty period shall be 6 months from the date of delivery to the Customer. The Customer shall immediately inspect the delivered goods for quantity and quality. Defects and faults must be reported to VEINLAND in writing without delay within 8 days of delivery or, in the case of hidden defects or faults, as soon as they become known, otherwise any claims of the Customer shall be excluded. In the event of a justified complaint, VEINLAND shall, at its discretion, provide replacement or rectification within the scope of the scope of delivery ordered. If it turns out that the alleged defect is not a defect and/or has not been caused by VEINLAND, the Customer shall fully reimburse VEINLAND for all costs incurred for troubleshooting and possible rectification.

For deliveries/services of VEINLAND which are resold by VEINLAND, the Customer or a third party to a third party and/or which are incorporated and/or integrated/installed in another item and/or on the ship, VEINLAND will only rectify and/or re-deliver if these costs for rectification/re-delivery are in a balanced proportion to the value of the delivery/service, i.e. not more than 20 % of the value of the delivery/service. In the event of costs exceeding this, VEINALND shall exercise its right to refuse performance in accordance with § 439 IV 1 BGB. If the Customer nevertheless demands rectification of defects or subsequent delivery, the Customer shall bear the costs incurred in this respect in full and, at VEINLAND’s request, shall make advance payment in this respect. Otherwise, VEINLAND shall exercise its right to refuse rectification or subsequent delivery in accordance with § 439 IV1 BGB (German Civil Code).

Furthermore, VEINLAND shall be entitled to limit the warranty to the assignment of its own warranty claims against manufacturers, suppliers and authors. In the event of a failed subsequent improvement, the Customer shall grant VEINLAND a reasonable grace period of at least 14 days.

The warranty shall be excluded if the Customer or third parties have interfered with the delivery item. The Customer shall bear the costs of an unjustified or incomplete return. VEINLAND shall be entitled, at its discretion, either to charge a lump sum of € 50.00 for such returns or to invoice them specifically.

VEINLAND shall not be liable for any consequential damages. VEINLAND shall not be liable vis-à-vis the Customer for any defects in purchased deliveries and services, etc.

8. Copyright, exploitation rights and rights of use

In the case of all development services, design or research studies etc. imitated, specified and commissioned externally by VENLAND against payment, all copyrights, rights of use and exploitation shall remain with VEINLAND. Self-use of the results by the Customer/Purchaser is prohibited and only permitted with the written consent of VEINLAND. VEINLAND shall be entitled to the sole rights thereto. The Contractor/Supplier will receive the remuneration agreed upon in advance, unless otherwise agreed upon and the Contractor/Supplier has accepted the tasks set in a professional and proper manner by VEINLAND and this has been confirmed by VEINLAND.

9. Non-competition clause

Customers are prohibited from approaching employees before, after or during the processing of the order and from enticing them away from VEINLAND for their own purposes or for the purposes of third parties or from making use of them in any other way, unless this is done in execution of the order and after prior agreement with VEINLAND. Customers are also prohibited from accepting from VEINLAND’s employees the services offered by them in their own name before, during or after the processing of the order.

Any infringement shall trigger a contractual penalty amounting to 20% of the net order value. VEINLAND reserves the right to claim any further damages, to claim injunctive relief from the Customer and to claim surrender of the profit.

10. Liability

Claims for damages against VEINLAND as well as its vicarious agents and persons employed in the performance of its obligations, irrespective of the legal grounds, in particular also for indirect damages and consequential damages, are excluded. This shall not apply to the extent that liability is mandatory in cases of intent, gross negligence or lack of warranted characteristics. However, any claim for damages shall in any case be limited to the amount of the order value.

VEINLAND shall not be liable vis-à-vis third parties, in particular, for any defects in purchased deliveries and services, etc.

11. Embargo regulations

The Customer has taken note of the fact that the goods delivered by VEINLAND are partly subject to certain export regulations and that he is obliged to comply with the restrictions notified to him by VEINLAND.

12. Minimum wage and other legal requirements

VEINLAND will comply with the minimum wage limits in accordance with the provisions of the MiLoG and will provide evidence in this respect.

VEINLAND shall not be liable for contractual partners who do not comply with the provisions of the MiLoG and reserves the right to claim damages from the contractual partner in the event of any claims by third parties. 

VEINLAND is obliged to comply with the provisions of the Employee Posting Act, the Supply Chain Act, social standards, provisions of the UN Global Compact Initiative and the protection of business secrets.

VEINLAND shall not be liable if suppliers fail to comply with the above standards, irrespective of the reasons.

13. Assignment of claims

The Customer is not entitled to assign or transfer its rights and obligations under the contract to third parties unless VEINLAND has given its prior written consent.

14. Cancellation of orders by the customer

In the event that a Customer cancels or cancels orders placed with VEINLAND, for whatever reason, VEINLAND reserves the right to demand compensation from the Customer for 30% of the order amount as liquidated damages. The Customer undertakes to pay the requested compensation without delay and waiving any possible defences or objections at the first request of VEINLAND.

15. Anti-corruption clause

VEINLAND undertakes to counteract any form of corruption.

VEINLAND or its employees may not offer, grant or promise any gifts, benefits or other advantages, directly or indirectly, to the Customer or its employees or third parties.

VEINLAND or its employees may not commit or aid and abet any criminal offences against the Customer or its employees or third parties, which fall under the corresponding criminal provisions according to §§ 298,299,333,334 StGB or §§ 17,18 UWG.

The Customer shall also be obliged to counteract any form of corruption and shall ensure that its employees or third parties conduct themselves in compliance with the law and, in particular, do not commit any criminal acts which fall under the corresponding criminal provisions pursuant to §§ 298,299,333,334 StGB or §§ 17,18 UWG.

In the event of violations of the applicable anti-corruption laws by the Customer or the Customer’s employees or third parties, VEINLAND shall be entitled, without prejudice to other rights of termination or withdrawal, to terminate all existing contractual relationships with the Customer extraordinarily without notice or to withdraw from these contractual relationships with immediate effect.

The Customer shall be obliged to compensate VEINLAND for any damage incurred and still to be incurred, unless the Customer can prove that he is not responsible for the breach of duty.

The aforementioned provisions shall not apply if the benefits or gifts are customary social benefits in the form of occasional gifts of low value, such as low-value promotional gifts, birthday, anniversary and Christmas gifts of reasonable value or reasonable hospitality.

16. Secrecy / data protection / data storage

The Customer is obliged to treat all information which becomes or has become accessible to him in connection with the deliveries of VEINLAND, which are recognisably business secrets, confidentially in compliance with the statutory provisions and not to record this information, to pass it on to third parties without authorisation or to exploit it in any other way, unless the fulfilment of the contract with VEINLAND requires this.

VEINLAND shall store and process the data of its Customers in accordance with the provisions of the law and the BDSG and the DSGVO. VEINLAND will treat this data in strict confidence.

17. Ineffectiveness of a clause

Should one of the provisions contained in the GTC be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes as close as possible to the economic purpose of the invalid provision.

18. Place of performance, place of jurisdiction, applicable law

Place of performance and place of jurisdiction is the registered office of VEINLAND.

The law of the Federal Republic of Germany shall apply exclusively, with the exception of the Uniform Law on the International Sale of Goods and the Uniform Law on the Formation of Contracts for the International Sale of Goods.

19. Written form

Amendments to the above provisions must be made in writing.

III Code of Conduct for Business Partners

1.VEINLAND is a company which is responsible for its employees. Compliance with social and ethical standards is a matter of course for VEINLAND.

This includes compliance with the applicable regulations such as the Supply Chain Act, the Universal Declaration of Human Rights and the associated UN conventions, data protection, the Posted Workers Act, the Minimum Wage Act, embargo regulations, anti-corruption, environmental protection, labour law and occupational health and safety, etc.

VEINLAND expects its suppliers, business partners and customers to also recognise the above-mentioned standards and to ensure their fulfilment.

2. VEINLAND complies with all applicable competition and antitrust laws and regulations and expects its business partners to also comply with these laws and regulations.

3.VEINALND recognises the protection of the individual from exploitation and from activities that could affect the mental, physical and/or spiritual well-being of the individual. Child labour and bribery as well as non-compliance with human rights will not be tolerated by VEINLAND. The same is also expected from VEINLAND’s business partners.

Should it become known that, contrary to expectations, products or services have been provided through the use of child labour by business partners, VEINLAND expects the business partner concerned to cooperate in the search for a satisfactory solution, taking into account the respective situation, social situation and education of the child concerned.

4.VEINLAND does not tolerate forced labour, does not employ slaves, prisoners or illegal labour and expects the same from its business partners. VEINLAND shall comply with the respective labour law regulations in force and also expects this from its business partners.

5. VEINLAND will not tolerate any discrimination, unequal treatment or harassment of the workforce and expects the same from its business partners.

6.VEINLAND complies with the regulations and standards of environmental law and expects the same from its business partners.

7.VEINLAND complies with the regulations for occupational health and safety and expects the same from its business partners.