REMUS Innovation GmbH | Member of the REMUS Group
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  • General - Scope
    • Unless otherwise agreed in writing, these General Conditions of Purchase shall apply to all orders and contracts for which REMUS GmbH is the customer, buyer or purchaser of work. The conditions shall also apply to all future business transactions without REMUS GmbH (hereinafter referred to as "REMUS") having to refer to them separately.
    • The CONTRACTUAL PARTNER's terms and conditions shall not apply. No objection is required.
    • With each delivery or service, the CONTRACTUAL PARTNER acknowledges the exclusive validity of these General Conditions of Purchase.
    • The Code of Conduct, as well as the data protection provisions of REMUS GmbH, available at https://remus.eu/compliance, forms an integral part of these General Conditions of Purchase and must be complied with by all CONTRACTUAL PARTNERS. The CONTRACTUAL PARTNER also undertakes to ensure that the SUBCONTRACTORS of the CONTRACTUAL PARTNER also comply with the principles and contents of the Code of Conduct as well as the data protection provisions. At the request of REMUS, the CONTRACTUAL PARTNER undertakes to provide the necessary verification documents.
  • Order
    • In its offer, the CONTRACTUAL PARTNER shall exactly match the quantities and the quality to REMUS’ request; any deviations must be expressly specified.
    • Orders, acceptances, delivery call-offs, delivery contracts and other legal transactions to be concluded between REMUS and the CONTRACTUAL PARTNER as well as their amendments and supplements shall require the written form. Orders, acceptances and delivery call-offs can, however, also be made by remote data transmission.
    • Verbal agreements before, at the time of, or after the conclusion of the contract, in particular subsequent amendments and supplements to these General Conditions of Purchase (including the amendment of this written clause) as well as ancillary agreements of any kind shall require the written confirmation of REMUS in order to be effective.
    • The CONTRACTUAL PARTNER shall confirm REMUS' order in writing immediately, at the latest within one working day after receipt. REMUS shall otherwise be entitled to revoke its order.
    • Contracts between REMUS and the CONTRACTUAL PARTNER shall always be concluded based on the content of the written orders of REMUS as well as the content of these General Conditions of Purchase, irrespective of the offers made.
    • REMUS may, within the scope of what is reasonable for the CONTRACTUAL PARTNER, demand changes to the design and execution of the delivery item. In this case, the effects, in particular with regard to the additional and reduced costs as well as the delivery dates, shall be regulated appropriately and by mutual agreement. Changes by the CONTRACTUAL PARTNER shall require the prior written approval of REMUS.
  • Delivery/Performance
    • The delivery/service date is the date specified by REMUS on which the ordered goods with all transport, customs and accompanying documents are to be delivered to the place of delivery or the service is to be provided at the place of performance.
    • Before a CONTRACTUAL PARTNER is permitted to provide the delivery/service in volume to REMUS, an initial sample approval procedure must be carried out (according to VDA Volume 2 or issuing of a Part Submission Warrant Level 3; see QS 9000/PPAP).
    • REMUS shall be entitled to refuse acceptance of a premature or delayed delivery/service and to return the goods or to store them with third parties at the expense and risk of the CONTRACTUAL PARTNER.
    • If the CONTRACTUAL PARTNER realises that it will not be possible for him to deliver/service in time, either in whole or in part, he must notify this immediately and state by when the delivery/service will be made (new delivery/service date).
    • REMUS shall be entitled to withdraw from the contract or to accept the new delivery/service date. REMUS shall be entitled to refuse the acceptance of partial, short or excess deliveries/services.
    • In the event of a delay on the part of the CONTRACTUAL PARTNER, REMUS shall in any case be entitled to demand an immediately due contractual penalty of 2% of the order sum for each commenced day of delay, up to a maximum of 15%. Any damage in excess of this shall be compensated.
    • REMUS shall be entitled to inspect the production facilities of the CONTRACTUAL PARTNER and to carry out product and process audits after giving at least three days' notice.
    • Without the consent of REMUS, an order placed may not be passed on in whole or in part to subcontractors and suppliers.
    • The delivery/service shall be free of all encumbrances and reservations such as, in particular, liens and reserved property.
    • The CONTRACTUAL PARTNER shall be obliged to provide REMUS with all information required for registration pursuant to Regulation (EC) 1907/2006 on the Registration, Evaluation, Authorisation and Restriction of Chemicals of the European Community ("REACH") and all registration confirmations, if already available. The same shall apply with regard to information and/or registration confirmations based on Council Directive 67/548/EEC on the approximation of laws, regulations and administrative provisions relating to the classification, packaging and labelling of dangerous substances ("Directive 67/548/EEC"). The CONTRACTOR confirms to comply with its obligations under REACH and/or under Directive 67/548/EEC. The CONTRACTUAL PARTNER shall further ensure that its (sub-) suppliers are obliged in accordance with this provision and furthermore oblige their respective (sub-) suppliers in such a way that all (sub-) suppliers in the supply chain, including the manufacturer, are obliged in accordance with the CONTRACTUAL PARTNER.
    • The CONTRACTUAL PARTNER undertakes to identify the use of "Conflict Materials 3TG and Cobalt" (tin, gold, tantalum, tungsten) in its supply chain and to ensure the implementation of Regulation (EU) 2017/821 of 17.05.2017 and Section 1502 of the US Dodd-Frank Act. When using the conflict materials listed above, proof must be provided by means of a CMRT (Conflict Minerals Reporting Template) and a CRT (Cobalt Reporting Template) in the most recent version.
    • The CONTRACTUAL PARTNER shall be obliged to permanently ensure that the delivered goods comply with Directive 2000/53/EC of the European Parliament and of the Council of 18.09.2000 on end-of-life vehicles and the national legal and/or other provisions issued in this respect.
    • The CONTRACTUAL PARTNER shall be obliged to provide all information relating to the goods and their components and substances for the IMDS and to transmit it to the competent bodies in good time and in full. The CONTRACTUAL PARTNER shall provide REMUS with proof of this without delay upon request and shall also send REMUS an electronic material data sheet (MDB).
    • The CONTRACTUAL PARTNER shall ensure batch separation of its production lots (or raw materials) as well as part identification by means of labelling up to the end user.
    • The CONTRACTUAL PARTNER undertakes to comply with the customer-specific requirements (CSR) specified by REMUS customers, as well as its SUBCONTRACTORS. The essential requirements are available at https://www.iatfglobaloversight.org/oem-requirements/customer-specific-requirements/. Further customer-specific requirements will be communicated on a customer or project-specific basis as required.
    • Changes to the delivery item (in particular its specifications, design and/or materials), the production processes and/or the production location require the prior written consent of REMUS.
  • Property rights
    • The CONTRACTUAL PARTNER shall guarantee that no rights of third parties are infringed by its delivery/service and shall indemnify and hold REMUS harmless for all claims due to an infringement of such rights. He shall reimburse REMUS for all costs incurred in connection with an infringement of such rights.
    • The CONTRACTUAL PARTNER shall refer to the use of published and unpublished own and licensed industrial property rights and applications for industrial property rights to the delivery item.
    • The CONTRACTUAL PARTNER shall grant REMUS exclusive ownership of the development result, including industrial property rights, which has arisen incidentally or on the occasion of the execution of the delivery relationship, provided that the development has been commissioned by REMUS. Insofar as REMUS has not paid for the development result, REMUS shall receive a simple, free of charge, irrevocable, transferable and sub-licensable right of use which is unrestricted in terms of subject matter, location and content. The transferable and sub- licensable right to use, reproduce and modify industrial property rights of all kinds shall also be transferred for unrestricted disposal.
    • The CONTRACTUAL PARTNER grants REMUS a simple, free of charge, transferable, sub-licensable and irrevocable right of use to know-how, development results and/or industrial property rights of the CONTRACTUAL PARTNER which existed prior to the cooperation with the CONTRACTUAL PARTNER ("old industrial property rights") in order to be able to use the development result referred to in Section 4.3 or the delivery and/or service provided by the CONTRACTUAL PARTNER, in whole or in part, in all types of use.
    • REMUS alone shall be entitled to register and assert industrial property rights to developments against payment which arise in cooperation between REMUS and the CONTRACTUAL PARTNER. Inventions made by employees of the CONTRACTUAL PARTNER during the term of the contractual relationship and with regard to the execution of the contract shall be claimed by the CONTRACTUAL PARTNER accordingly. With regard to developments free of charge, the CONTRACTUAL PARTNER shall have the right to register, however REMUS shall at least have a right of use to these industrial property rights in accordance with the aforementioned clause 4.3. Any legally prescribed remuneration for employees in respect of an invention shall be borne by the respective CONTRACTUAL PARTNER. In all other respects, the statutory provisions shall apply.
    • REMUS shall also be entitled to these rights in the event of premature termination of the contractual relationship and shall also refer to the (partial) development results achieved up to the termination.
  • Tools and packaging
    • Tools provided by REMUS or paid for by REMUS shall remain the property of REMUS or shall be transferred to the property of REMUS. They may be used only for goods delivered to REMUS. The CONTRACTUAL PARTNER shall be obliged to insure the tools at replacement value at his own expense. He already now assigns to REMUS all claims for compensation to which he is entitled under this insurance.
    • The CONTRACTUAL PARTNER shall store, inspect, maintain and repair the tools at its own expense. REMUS must be notified immediately of any loss or damage.
    • The CONTRACTUAL PARTNER shall return the tools immediately upon request of REMUS at its own expense. Until the tools are returned, the CONTRACTUAL PARTNER shall also bear the risk of accidental loss or accidental damage to the tools.
    • Other parts provided or paid for by REMUS shall also remain the property of REMUS or shall be transferred to the ownership of REMUS. If these parts are mixed or processed, REMUS shall acquire co-ownership of the new item in the ratio of the value of its parts (acquisition costs) to the other mixed or processed items.
  • Prices and terms of payment
    • Prices are fixed prices and include all expenses for the complete provision of the delivery/service.
    • Invoices must state at least the REMUS order number, the order date and the part numbers (including the associated change statuses) as a prerequisite for payment.
    • If the delivery/service is defective, REMUS shall be entitled to withhold payment until complete fulfilment.
    • Provided that the delivery/service is complete and free of defects, and that the invoice has been properly issued, payment shall be made within 30 days of receipt of the invoice with a 3% discount or within 90 days net. The date of issue of the transfer order shall be decisive for the timeliness of payment.
  • Confidentiality
    • The CONTRACTUAL PARTNER shall be obliged to maintain confidentiality concerning the business relationship with REMUS and to keep all information received from REMUS confidential even after fulfilment of the contract.
    • Models, matrices, templates, samples, gauges and other means of production as well as generally confidential information provided to the CONTRACTUAL PARTNER by REMUS or paid for by REMUS may be used only for productions and deliveries of the CONTRACTUAL PARTNER to third parties with the prior written consent of the management of REMUS.
  • Delivery dates, transport, transfer of risk
    • The delivery dates and deadlines stated in the order or the delivery call-off are binding.
    • Unless otherwise agreed, the delivery shall be made DDP to REMUS or to the place designated by REMUS in accordance with the latest version of Incoterms. In the event of delivery DDP, or in the event that REMUS assumes the transport costs, REMUS shall be entitled at any time to switch to delivery FCA Incoterms of the latest valid version, in which case the transport costs shall be deducted accordingly from the delivery price. If REMUS assumes the transport costs, the CONTRACTUAL PARTNER shall be obliged to choose the most favourable and suitable shipping and packaging options that are customary in the trade for REMUS, unless REMUS exercises its right to prescribe the shipping route and transport costs in the event of assumption of the shipping costs.
    • In the event of an agreement DDP, the receipt of the delivery item and the shipping documents at REMUS or the receiving point designated by REMUS shall be decisive for the compliance with the delivery date or the delivery period. This shall expressly also apply to deliveries FCA such that that the CONTRACTUAL PARTNER must make the delivery item available in due time taking into account the usual time for loading and dispatch, and take the loading and dispatch times into account accordingly.
    • In the case of call-off orders, REMUS shall determine the quantity of the individual delivery call-offs and the call-off dates for the partial delivery. Notifications about the expected demand or about the expected quantity to be called off do not constitute an obligation to accept. Delivery call-offs may also be made by electronic transmission in accordance with the applicable standards.
    • Both in the event of over-deliveries and/or under- deliveries of ordered quantities and in the event of premature delivery, REMUS reserves the right to refuse acceptance of the delivery at the expense of the CONTRACTUAL PARTNER or to value the invoice accordingly.
    • The CONTRACTUAL PARTNER shall inform REMUS without delay of any significant delay in the delivery and/or performance date, stating the reasons and the expected duration. The unconditional acceptance of the delayed delivery shall not constitute a waiver by REMUS of its rights with regard to the untimely delivery.
  • Notice of defects
    • REMUS shall notify the CONTRACTUAL PARTNER of any defects of the delivery item as soon as they are detected in the ordinary course of business within 10 (ten) working days. In this respect, the CONTRACTUAL PARTNER waives the objection of late notification of defects. If, however, the CONTRACTUAL PARTNER and REMUS have agreed on a JIT ("Just-In-Time") or JIS ("Just-In- Sequence") delivery, the obligation to inspect for defects and to give notice of defects shall be limited to the inspection of the quantitative information on the respective delivery note and to the transport damage visually recognisable upon delivery ("visual damage"). In all other respects, the obligation to examine for defects and to give notice of defects is waived and the CONTRACTUAL PARTNER expressly waives the objection of not having duly given notice of defects in accordance with § 377 of the Austrian Commercial Code (UGB). Payments by REMUS shall not constitute an acknowledgement that the goods are free of defects.
  • Force majeure
    • Force majeure, unrest, official measures or other unavoidable events shall release REMUS from its performance obligations for the duration of the disruption and to the extent of its effect.
  • Dangerous goods and hazard warning
    • For materials (substances, preparations) and objects (e.g. goods, parts, technical equipment, uncleaned empties), which due to their nature, their properties or their condition may pose a risk to the life and health of people, to the environment as well as to property, and which therefore due to regulations must be given special treatment with regard to packaging, transport, storage, handling and waste disposal, the CONTRACTUAL PARTNER shall provide to REMUS, together with the offer, a fully completed safety data sheet according to § 25 Chemicals Act 1996 and an applicable accident leaflet (transport). In the event of changes to the materials or the legal situation, the CONTRACTUAL PARTNER shall provide updated dates and information sheets to REMUS. The CONTRACTUAL PARTNER undertakes to submit a valid long-term supplier declaration (LLE) to REMUS annually without being requested to do so, stating the article number and the corresponding code number (list of goods, foreign trade statistics).
    • If the CONTRACTUAL PARTNER offers a delivery item which REMUS has already procured from him, he shall, irrespective of further duties to inform, point out changes without being asked if the specification has changed in comparison with a delivery item previously delivered under the same designation.
    • In accordance with the EU Product Safety Act, the CONTRACTUAL PARTNER shall provide REMUS with all information which is of importance for an assessment of the risk to the safety and health of users of the delivery item or third parties. In particular, the following shall be taken into account: - the properties of the delivery item including its composition, packaging, instructions for its assembly, installation, maintenance and service life, - its effects on other products, insofar as its use with other products is to be expected, - its presentation, trade presentation, labelling, warnings, instructions for use and operation and information for its disposal as well as all other product-related details or information, - the group of users who are exposed to a greater risk than others when using the delivery item.
    • If electronic parts are the subject of delivery, they must have an automotive certification according to "AEC- Q".
  • Quality management, spare parts, documentation
    • For its delivery item and/or service, the CONTRACTUAL PARTNER shall comply with the state-of-the-art, the applicable safety regulations, Information security and prototype protection according to TISAX guidelines, the regulations applicable to the automotive industry (e.g. VDA standards) as well as the generally applicable public law regulations (such as the End-of-Life Vehicles Ordinance, consumer protection regulations, Chemicals Ozone Layer Ordinance, IMDS safety data, EU directives regarding the ban on heavy metals of 18.09.2000 (2000/53/EC) and the restriction of the use of certain hazardous substances (2002/525/EC), etc.) and the agreed technical data and other specifications.
    • 12.2 The CONTRACTUAL PARTNER shall establish and provide evidence of an appropriate (process-oriented) quality management system (at least ISO 9001, but ISO/TS 16949 certification shall be sought). If there is a legitimate interest, REMUS shall have the right to check the effectiveness of the quality management system within the scope of an audit on site after consultation with the CONTRACTUAL PARTNER. Only areas with regard to which the CONTRACTUAL PARTNER can prove a legitimate interest confidentially shall be excluded from the inspection. In particular, the CONTRACTUAL PARTNER undertakes to comply with the VDA publication "Assurance of Quality in the Automotive Industry - Supplier Evaluation, Initial Sample Inspection" as well as the VDA publication "Assurance of the Quality of Deliveries/Supplier Selection/Quality Assurance Agreement/Production Process and Product Release/Quality Performance in Series/Declaration of Ingredients", in each case in the current version. Series delivery may be started only after REMUS has accepted samples in writing. Irrespective of this, the CONTRACTUAL PARTNER shall check the quality of the delivery items himself and subject them to an outgoing inspection. Should the automobile manufacturer require other or further tests, these shall be introduced by mutual agreement.
    • The drawings, CAD data, descriptions etc. belonging to the order are binding for the CONTRACTUAL PARTNER. The CONTRACTUAL PARTNER shall check these for any discrepancies and inform REMUS immediately in writing of any confirmed or suspected errors. If this is not done, the CONTRACTUAL PARTNER can no longer refer to these discrepancies/errors at a later point in time. The CONTRACTUAL PARTNER shall remain solely responsible for drawings, plans and calculations prepared by him even if these are approved by REMUS. In case of delivery of tools or equipment, the CONTRACTUAL PARTNER shall provide documentation concerning their operation, maintenance and repair to REMUS at the latest upon handover of the tools or equipment. CE marking must be carried out by the CONTRACTUAL PARTNER.
    • In the case of motor vehicle parts identified in the technical documents or by separate agreements (parts subject to documentation), the CONTRACTUAL PARTNER shall furthermore record in special records when, how and by whom the delivery items have been tested with regard to the features subject to documentation, along with the results of the required quality tests. The test documents shall be retained for 15 (fifteen) years and presented to REMUS if required. As a guideline, reference is made to the VDA document "Parts subject to documentation at automobile manufacturers and their suppliers, implementation and documentation" in the respective valid version, compliance with which hereby becomes an integral part of the contract. The CONTRACTUAL PARTNER shall oblige sub-suppliers in the same way within the framework of what is legally permitted.
    • Insofar as authorities responsible for motor vehicle safety, exhaust emission regulations or similar demand insight into the production process and the test documents of REMUS in order to verify certain requirements, the CONTRACTUAL PARTNER agrees, at the request of REMUS, to grant these authorities the same rights at its plants and to provide all reasonable support in this respect.
    • The CONTRACTUAL PARTNER shall be obliged to provide REMUS with all necessary declarations regarding the customs origin of the goods in due time. He shall be liable for all disadvantages incurred by REMUS due to an improper or delayed supplier's declaration, unless the CONTRACTUAL PARTNER is not at fault. At the request of REMUS, the CONTRACTUAL PARTNER shall provide proof of its information on the origin of the goods by means of an information sheet confirmed by the customs office.
  • Spare parts
    • The CONTRACTUAL PARTNER shall be obliged to deliver the delivery item or, if it can no longer be produced with economically justifiable effort, corresponding substitutes, to REMUS also for a period of 15 (fifteen) years after termination of the delivery relationship in this respect. For a period of 5 (five) years after termination of the supply, the price for spare parts shall correspond to the respective valid series price plus the costs for special packaging. After expiry of these 5 (five) years, the CONTRACTUAL PARTNERS shall renegotiate the prices for spare parts.
  • Warranty
    • The CONTRACTUAL PARTNER warrants that the delivery/service complies with the agreement and the usually assumed properties, in particular relevant standards and the state-of-the-art. In particular, machines and systems must comply with the specifications and product-specific standards for safety and function.
    • The CONTRACTUAL PARTNER shall be obliged to personally and continuously check the quality and quantity of its delivery/service. An obligation on the part of REMUS to inspect and give notice of defects is expressly waived.
    • The "zero-defect" philosophy generally applies to the delivery/service of the CONTRACTUAL PARTNER. The responsibility for the quality of the delivery/service lies exclusively with the CONTRACTUAL PARTNER. The CONTRACTUAL PARTNER shall be obliged to permanently establish and maintain a quality management system (at least ISO 9001:2008) at its own expense. The CONTRACTUAL PARTNER shall implement and maintain a quality management system in accordance with the internationally applicable standards and the supplementary industry- specific requirements of the automotive industry. This is to be proven by means of a certificate in accordance with the VDA regulations. The CONTRACTUAL PARTNER shall be obliged to inform REMUS immediately in the event of product changes, (including those that are only temporary) production relocations, in the event of changes in production processes and logistics procedures and a suspension of production, and to deliver initial samples, if necessary preliminary samples, to REMUS for testing and approval in coordination with REMUS. The Contractual Partner shall also obligate its possible upstream suppliers accordingly. The CONTRACTUAL PARTNER shall appoint a competent quality representative for all quality issues in respect of REMUS who must have clear responsibilities and enforcement powers at the CONTRACTUAL PARTNER in the sense of DIN EN ISO 9000 ff. The Contractual Partner shall provide REMUS with the structure of the quality assurance in writing in the form of an organisation chart showing the names of the representatives and their deputies. The CONTRACTUAL PARTNER shall be obliged to use testing equipment (measuring equipment, gauges and test devices) at its own expense to ensure the quality of the parts, to determine the process capability and for analytical purposes. The CONTRACTUAL PARTNER supplying prototype and pre-series parts for REMUS shall provide REMUS with a measurement report of the parts with regard to important features in advance. The CONTRACTUAL PARTNER shall retain result-related quality data from control charts, inspection and audit results for a sufficiently long period of time.
    • In the case of motor vehicle parts or components specially marked in technical documents or by separate agreement, e.g. with "D", the CONTRACTUAL PARTNER shall record in special records when, how and by whom the delivery/service has been tested with regard to the features requiring documentation, along with the results of the quality tests. The test documents shall be retained for 15 (fifteen) years and submitted to REMUS immediately if required. The CONTRACTUAL PARTNER shall oblige any upstream suppliers to the same extent.
    • The CONTRACTUAL PARTNER shall be obliged, at the discretion of REMUS, to remedy defects within a reasonable period of time, to deliver a replacement free of charge or to grant REMUS a price reduction.
    • In urgent cases REMUS shall be entitled to remedy defects itself or to have them remedied by third parties. The associated costs incurred shall be borne by the CONTRACTUAL PARTNER.
    • The warranty period for material defects shall be 48 months, irrespective of longer statutory or contractual periods, and shall commence on the day of the transfer of risk (§ 5 para. 2). In the case of hidden defects, the warranty period shall not commence until the defects become apparent. The statutory provisions shall apply to defects of title.
    • In cases of replacement or in cases where an improved delivery item has the same defect or a defect is a consequence of the rectification of the defect, the limitation period shall start anew.
    • Other claims of REMUS due to breach of contract or breach of other obligations shall remain unaffected.
  • Carrying out the work
    • Individuals provided by the CONTRACTUAL PARTNER to carry out work at REMUS’ premises, and any third party appointed by REMUS in fulfilment of the contract, shall observe the provisions of the respective company regulations of REMUS or the appointed third party.
  • Product liability / Compensation
    • The CONTRACTUAL PARTNER shall be liable to REMUS for all disadvantages resulting from a breach of the contract, in particular for disadvantages resulting from a delayed or defective delivery/service. This liability shall also extend to the delivery/service of subcontractors and upstream suppliers. The obligation to pay compensation shall also include the costs of returns. REMUS shall also be entitled to claims under product liability if REMUS uses the delivery/service predominantly in its company.
    • The CONTRACTUAL PARTNER shall be obliged, at the request of REMUS, to arrange liability insurance with an insured sum of at least EUR 5 million (five million euro) and to maintain this insurance for at least three years from the date of delivery/service. He shall provide REMUS with proof of this insurance upon request.
  • Transfer and use of means of execution
    • Devices, models, samples, drawings or other documents produced by the CONTRACTUAL PARTNER according to REMUS' specifications shall become the property of REMUS after payment by REMUS. From this point in time, the CONTRACTUAL PARTNER shall borrow the item from REMUS. Operating equipment may only be used for processing the offer or for the execution of the ordered delivery items or service. Without the prior written consent of REMUS, these may neither be made accessible to third parties nor may they be used for deliveries to third parties. They shall be carefully stored by the CONTRACTUAL PARTNER free of charge and at its own risk and shall be returned to REMUS at any time upon request without the CONTRACTUAL PARTNER being able to invoke a right of retention unless the CONTRACTUAL PARTNER is entitled to a contractually granted right of possession.
  • Retention of title and provision
    • A so-called simple retention of title demanded by the CONTRACTUAL PARTNER shall be recognised by REMUS. REMUS shall, however, be entitled to resell the delivery item in the ordinary course of business without recognising an extended or prolonged retention of title or other forms of retention of title. The CONTRACTUAL PARTNER shall be obliged to disclose any rights of third parties to the delivery item or parts thereof to REMUS without delay. This shall also apply to possible assignments of claims.
    • REMUS remains the owner of the materials, parts, containers and special packaging provided by REMUS. These may be used only as intended. The processing of materials and the assembly of parts shall be carried out for REMUS. It is agreed that REMUS shall be co-owner of the delivery items manufactured using the materials and parts provided by REMUS in the ratio of the value of the materials provided to the value of the total product, which shall be kept safe for REMUS by the CONTRACTUAL PARTNER.
  • Advertising
    • The use of enquiries, orders, order confirmations from REMUS and the associated correspondence for advertising purposes is not permitted.
    • The CONTRACTUAL PARTNER may advertise their business relationship only with the prior written consent of REMUS.
  • Assignment, set-off and right of retention
    • Without the written consent of REMUS, the CONTRACTUAL PARTNER may not assign its contractual claims in whole or in part to third parties or have them collected by third parties. Should the CONTRACTUAL PARTNER assign its claims against REMUS without the latter's consent, REMUS shall continue to be entitled to make payments to the CONTRACTUAL PARTNER.
    • The CONTRACTUAL PARTNER shall have a right of set-off or a right of retention only in respect of undisputed or legally established claims, and the right of retention only if it arises from the same contractual relationship.
  • Final provisions
    • IIf the CONTRACTUAL PARTNER suspends its payments or if insolvency proceedings are filed against its assets or other judicial or extrajudicial composition proceedings are filed, REMUS shall be entitled to withdraw from the non-fulfilled part of the contract. REMUS shall be entitled to offset a claim of the CONTRACTUAL PARTNER against a due claim which REMUS has against a company affiliated with the CONTRACTUAL PARTNER within the meaning of § 228 para 3 UGB or which a company affiliated with REMUS within the meaning of § 228 para 3 UGB has against the CONTRACTUAL PARTNER or against a company affiliated with the latter within the meaning of § 228 para 3 UGB.
    • Should any of the above provisions or any other agreement made within the framework of the business relationship be or become invalid, this shall not affect the validity of the remaining provisions. The CONTRACTUAL PARTNERS shall be obliged to replace the invalid provision by a provision which comes as close as possible to it in terms of economic success.
    • The CONTRACTUAL PARTNER is not entitled to assign claims against REMUS or to have them collected by third parties.
    • All legal relationships between REMUS and the CONTRACTUAL PARTNER shall be governed by substantive Austrian law. The UN Convention on Contracts for the International Sale of Goods is excluded.
    • The exclusive place of jurisdiction for disputes with CONTRACTUAL PARTNERS who have their registered office in a state which has ratified the Lugano Convention of 16 September 1988 or to which Regulation (EC) No 44/2001 on jurisdiction and the recognition and enforcement of judgments in civil and commercial matters (EuGVVO) is applicable shall be Graz. For disputes with CONTRACTUAL PARTNERS who have their registered office in another state, the jurisdiction of the international arbitration court of the Austrian Federal Economic Chamber in Vienna is agreed.
    • However, REMUS shall be entitled in both cases to bring a claim against the CONTRACTUAL PARTNER before another court having jurisdiction over him.
    • For the interpretation of the contract and these terms and conditions, the German text shall prevail.
    • Should any provision of the Contract or these Conditions be or become invalid or unenforceable, the remainder of the Contract and the other Conditions shall not be affected. Invalid or unenforceable provisions shall be deemed to be replaced by provisions that reasonable parties would have made in their place in order to achieve the commercial purpose.

Last updated: 12/2021