1. Issue of order
1.1. An order is not accepted until it is confirmed by us in writing.
1.2. Supplements, changes or verbal, auxiliary agreements made before the conclusion of contract likewise require our written confirmation to be effective.
2. Protected rights
2.1. We reserve the right of title and the copyright to illustrations, drawings, sketches, models, product descriptions, calculations or other documents that we produce. They may not be made available to others without our specific approval in writing and, on demand, shall be returned to us without delay.
2.2. We are not obliged to the purchaser to check whether the protected rights of third parties are violated by the submission of offers based on execution drawings sent in to us or other specifications stipulated by the purchaser in case of execution. If we nevertheless incur liability, the purchaser must release us from claims to recourse.
2.3. In case the purchaser is pursued due to a violation of protected rights by the goods delivered by us, the purchaser is obliged to inform us without delay and continuously of all matters that relate to the pursuit. In particular, we must be provided with all the necessary information and documents. If we deem it necessary to commission a lawyer or patent attorney to conduct any legal disputes, the purchaser is obliged to issue powers of proxy to this lawyer. The purchaser is free to appoint a further lawyer in addition.
3. Scope of the delivery obligation
3.1. Our offers are free of obligation and non-binding until the conclusion of contract.
3.2. Dimensions, illustrations, drawings, weights or other performance data are not assured characteristics unless they are specifically designated as such. They are only binding for the execution of an order if this has been expressly confirmed by us in writing. Gross weights and the size of crates are stated to the best of our knowledge, although without being binding.
4.1. Prices are ex-works and do not include packaging. Freight costs (unless these are contained in the price in accordance with a specific agreement) will be invoiced separately or charged by the carrier. Value-added tax at the prevailing rate will be added to the prices.
4.2. If more than four months pass from the conclusion of contract to the agreed date of delivery and our own costs or the prices of our suppliers have increased (e.g. due to a rise in material costs and/or wages, raises in import duties and taxes after conclusion of contract), our prices valid at the date of delivery or provision apply. If the price increase is more than 5%, the purchaser can withdraw from the contract by written declaration within one week from receiving notification of the price increase.
5. Terms of payment
5.1. Unless agreed otherwise in our written confirmation, payments are due in Euro within 10 days at 2% discount or in 30 days without any deduction – including part deliveries – from the date that the invoice was compiled. Discount is not granted if a balance is payable from older deliveries in our favour at the date of payment.
5.2. As a rule, invoices are sent electronically to the e-Mail address stated at the issue of order, unless a paper invoice is desired. Invoices are basically sent electronically until the recipient expressly complains of this.
5.3. Discountable bills of exchange and cheques are only accepted after specific agreement with us and then only to facilitate payment. They do not count as payment until they are encashed. Expenses for discount, bank charges and charges for bills of exchange are borne by the purchaser.
5.4. The purchaser cannot offset its own claims unless these counter-claims have been established by a court of law, are undisputed or have been recognised by us.
5.5. If the purchaser is in default of payment, we are entitled to charge interest at two percentage points above the discount rate of the German Bundesbank from the date concerned, unless the purchaser is able to prove that we have suffered lower losses. The pursuit of further-going default damages remains reserved.
5.6. If the purchaser fails to comply with its obligations of payment or does not do so in time (in particular, because a cheque it issues is not covered, if it stops making payments or if we become aware of other circumstances that seem likely to reduce the purchaser’s creditworthiness), we are entitled to demand immediate repayment of the complete residual claim, even if we have accepted cheques. In the case of the foregoing circumstances, we are additionally entitled to make deliveries still outstanding under the contract or under other contracts only in return for advance payment or the provision of security.
6. Delivery time, Act of God, release from the duty of performance
6.1. Delivery dates or deadlines are free of obligation, unless they have been specifically designated as binding. A delivery time measured in days, weeks or months does not begin until all details of the execution have been clarified and both sides have agreed on all the conditions. Delivery dates are extended (without prejudice to our rights from default on the part of the purchaser) by the time that the purchaser fails to comply with its obligations (in particular, the obligations of payment under this contract or other contracts concluded with us).
6.2. If we are prevented from fulfilling our obligations because of the occurrence of unforeseeable Acts of God or of other events arising beyond our control and without culpability of a third-party attributable to us, which make the delivery possible for us in the first place or make it more difficult at economically viable conditions, the delivery deadline is extended to a reasonable extent, unless the delivery or service has become impossible. We shall inform the purchaser without delay of the extension of a delivery deadline and its likely duration. The aforesaid Acts of God or other events include matters such as war, hostilities, unavoidable difficulties in procuring materials or energy, unavoidable transport delays, strikes, lock-outs, regulatory action, a subsequent change to the order, non-arrival of official permits or other third-party authorisations required to execute the delivery or documents or statements from the purchaser required to execute the delivery that have been requested from third parties or the purchaser in good time, and non-delivery, incorrect or late deliveries by our suppliers. The foregoing regulations only apply to such Acts of God and other events of the aforesaid nature, which occur after the conclusion of contract or that only become known to us, without our culpability, after the conclusion of contract.
6.3. If the hindrance to performance lasts longer than three months, both we and the purchaser are entitled to withdraw from that part of the contract that is still outstanding at this date. If the delivery or service is made impossible by the circumstances stated above in 6.2, we are released from the obligation of delivery. If the quantity of goods available to us is insufficient to satisfy all of our purchasers due to the foregoing cases, we are entitled to reduce all delivery obligations at our dutiful discretion; in addition, we are released from delivery obligations.
6.4. If the shipment or the handover of goods at the purchaser’s request is delayed or postponed for other reasons for which it is responsible, we are entitled to set a reasonable deadline to receive or collect the goods. Once this deadline has expired fruitlessly, we can otherwise dispose over the object of delivery and supply the purchaser at a reasonably extended delivery date.
7.1. The risk of accidental destruction is transferred to the purchaser as soon as the goods are handed over to the party executing their transport. If shipment is delayed as a result of circumstances for which the purchaser is responsible, risk is transferred to the purchaser from the date of our notice of readiness to ship.
7.2. We shall take out insurance against transport damage at the purchaser’s specific request, in its name and for its account, to the best of our judgement. Agreements made between us and the purchaser concerning the costs of transporting and insuring the goods apply solely as pure expense clauses and do not affect the transfer of risk. Unless specifically agreed otherwise, we decide upon the type of packaging and shipment to the best of our judgement. If we comply with shipment instructions issued by the purchaser, this is done at the risk of the purchaser. Packaging is not taken back. Notwithstanding Section 15 (1) sentence 1 of the German Packaging Act, we agree with the Purchaser according to Section 15 (1) sentence 4 of the German Packaging Act, insofar as the Purchaser is a merchant, that the return of the packaging shall take place at our place of business within the usual business hours or at another place to be determined by us and within our area of responsibility. The costs incurred for the delivery and disposal or recycling of the packaging shall be paid by the Purchaser. If the packaging is not returned per this regulation, the Purchaser shall be responsible for properly and correctly recycling the packaging at its own expense.
8. Reservation of title
8.1. In order to secure all our existing and future claims against the purchaser, we reserve ownership to the goods delivered to the purchaser until all of our claims from the business relationship have been paid in full (in the following: reserved goods). The purchaser shall safeguard the reserved goods for us free-of-charge.
8.2. The purchaser is entitled to resell the goods of title in the course of regular business transactions, to otherwise use these goods or oblige itself to these, as long as it is not in default of payment and there are no obvious circumstances that threaten our claims due to their resale etc. The purchaser is not entitled to pledge the reserved goods or assign them as security. In case of a resale, the purchaser is obliged in the relationship to its customer to in turn reserve ownership until its claim is settled. All claims against buyers that the purchaser accrues from reselling the reserved goods are assigned to us even from the date of the conclusion of contract with us. At our request, the purchaser is obliged to handover a declaration of assignment to us in the amount of our claims against the purchaser. It is not permitted to assign claims from the resale of reserved goods in favour of third parties, particularly to acquire credit.
8.3. The purchaser remains authorised to collect the claim assigned to us even after the assignment. Upon receipt of payment for the purchaser‘s claim in question, the purchaser is obliged to immediately settle our claim in the payable amount from the incoming payment. Our power to collect the claim ourselves remains unaffected by the authorisation of collection issued by the purchaser. We shall nevertheless not collect the claim, as long as the purchaser complies with its obligations of payment from the revenue it receives, is not in default of payment, an application has not been made to open insolvency proceedings against the purchaser’s assets and it has not suspended payments. If one of the aforesaid circumstances applies, however, we can demand that the purchaser announces the assigned claims and their debtors to us, provides all the details required for collection, hands over the related documents and informs the debtors of the assignment.
8.4. If the reserved goods are processed by the purchaser, it is agreed that processing is performed in our name, for our account and for us as producer. We directly acquire ownership or – if processing involves materials from several owners or if the value of the processed item is higher than the value of the reserved goods – co-ownership to the newly created item in the ratio of the value of the reserved goods to the value of the item. In case we do not acquire such ownership, the purchaser even now transfers to us its future ownership or co-ownership to the newly created item as a precaution. If the reserved goods are combined or inseparably mixed with other objects to become a uniform item and if one of the other objects is regarded as the main object, the purchaser transfers to us (insofar as it owns the main item) proportionate co-ownership to the uniform item in the ratio stated in sentence 2.
8.5. If the value of all the securities accruing to us exceeds the amount of all the secured claims by more than 20%, then upon the purchaser’s request, we shall release an appropriate part of the security rights. We are free to choose which of the different security rights we release. A security right in this sense also includes the assignment of claims to us from the resale of the reserved goods to third parties.
8.6. The purchaser must ensure safe and proper storage of the reserved goods and the objects owned or co-owned by us and insure these at their as-new value against theft, fire and other material damage at its own expense. The purchaser must notify us of third-party interventions, which could impair our ownership, without delay. In addition, it must do all required, in agreement with us, to avert danger. Insofar as advisable to protect the reserved goods, the purchaser must assign claims to us upon our request.
8.7. We are entitled to demand the return of the reserved goods, particularly to pursue rights to selection or the assignment of the claim to counter-performance in insolvency proceedings, if the fulfilment of our claims by the purchaser is threatened. This applies, in particular, if insolvency proceedings are opened against the purchaser‘s assets or if its assets situation deteriorates considerably. The purchaser is obliged to refund all losses and the costs we incur due to a violation of the purchaser’s obligations or due to action to counter third-party interventions.
8.8. The pursuit of the reservation of title and our distraints on the reserved goods are not regarded as withdrawal from the contract.
8.9. If the reservation of title in the destination country abroad is ineffective or not effective in the scope foreseen here, the purchaser, at our request, shall cooperate in providing other securities, the effect of which comes closest to this reservation of title.
9. Liability for defects, warranty
9.1. The goods delivered by us must be inspected carefully by the purchaser for defects and quality without delay after their arrival. They are regarded as accepted if we do not receive a written complaint within eight work days after receipt of the goods, or if the defect was not recognisable upon careful inspection without delay, within eight work days after discovery of the defect. Complaints of defects that do not precisely designate the delivery and the items concerned are ineffective. In case of unjustified complaints that subsequently cause comprehensive examinations, the costs of the inspections can be charged to the purchaser.
9.2. The defective objects of delivery shall be kept ready for inspection by us in the state they are in at the time that the defect was discovered or returned to us at our discretion. Defective goods shall be reworked or replaced free-of-charge at our discretion within the warranty period set by law. The purchase price for the returned goods can instead be remunerated to the purchaser at our discretion. If rework or a substitute delivery fails, the purchaser is entitled to withdraw from the contract or to demand an appropriate reduction of the purchase price at its discretion.
9.3. No liability is accepted for the goods if their defectiveness is due to the fact that they have been subject to premature wear as a result of natural wear and tear, defective or negligent treatment, excessive loading or unsuitable operating materials.
9.4. Goods sent to us for finishing, reprocessing or conversion, including such that originate from our workshops, we do not accept any liability for the behaviour of the material during hardening or processing. If the material becomes damaged during processing, we must be paid an appropriate part of the agreed remuneration for the work performed.
9.5. Warranty claims against us accrue solely to the direct buyer and cannot be assigned.
10. Product liability
10.1. In defending against claims under the aspect of product liability, the purchaser shall support us in every reasonable manner.
10.2. The purchaser shall inform us without delay of any cases of damage or other non-conformities connected with our products.
11. Restriction of liability
11.1. Claims for damages can only be pursued against us in case of malice aforethought, gross negligence or liability prescribed by law independent of culpability. These restrictions do not apply in case of violations of cardinal duties in line with the nature of the contract, if the restriction of liability threatens the achievement of the purpose of contract or if the distribution of risk in the contract would be severely hampered by the disclaimer of liability in the violation of auxiliary duties. They furthermore do not apply if the purchaser pursues claims for damages on the basis of non-fulfilment due to the lack of an assured characteristic. In case of fatalities, physical injuries or harm to health, our liability is governed by the provisions of law.
11.2. These restrictions of liability also apply to the personal liability of our staff, workers, employees, representatives and vicarious agents.
12. Contradictory conditions of purchase
The purchaser’s conditions of purchase are not binding on us, regardless of whether such correspond to these terms or contradict them, even if the order is based on these conditions and we do not specifically contradict their content.
13. Binding nature of the contract
Contracts between us and the purchaser remain binding (even at the date of conclusion of contract or if individual items in their provisions become unworkable or invalid at a later date), insofar as the workability of the remaining provisions/components of contract is not hindered by this.
14. Export restrictions, customs processing
14.1. If the goods delivered are subject to German, European and/or United States controls, the purchaser shall observe the relevant export regulations if the products are exported.
14.2. If deliveries are executed duty unpaid at the purchaser’s request, the purchaser is liable to us for any subsequent claims by the customs administration.
15. Place of fulfilment and jurisdiction, applicable law
15.1. The place of fulfilment is Hilden.
15.2. The sole place of jurisdiction for merchants in all legal disputes arising directly or indirectly from the contractual relationship is Hilden. However, we are also entitled to pursue the purchaser at its general place of jurisdiction.
15.3. Insofar as the purchaser is a merchant, German law shall prevail over the legal relationships between ourselves and the purchaser including UN Commercial Law.
1. GENERAL TERMS AND CONDITIONS
The following terms and conditions shall apply exclusively to all purchases made by MOLDINO
Tool Engineering Europe GmbH ("MOLDINO") towards entrepreneurs within the meaning of
sections 14, 310 para. 1 BGB (German Civil Code). Terms and conditions of the supplier shall
not apply, even if MOLDINO does not separately object to their applicability. Terms and
conditions of the supplier that are contrary to or deviate from these Terms and Conditions are
not accepted. Deviations from these Terms and Conditions shall only become an effective part
of the contract if they are agreed individually.
2. CONCLUSION OF CONTRACT
Orders placed by MOLDINO are to be understood as binding offers within the meaning of
section 145 BGB (German Civil Code), unless expressly marked or agreed otherwise.
Consequently, a legally binding contract is only concluded with the (explicit or tacit) consent of
the supplier. Upon acceptance of the order, the supplier undertakes to send MOLDINO an order
confirmation within seven days after receipt of the order. If the supplier does not react within
the seven-day period, the order is considered as withdrawn. The supplier undertakes to comply
with the conditions and specifications as stated in the order. In case of doubt, further
correspondence (non-binding offers, negotiations, catalogs, websites, etc.) shall be used for the
interpretation of the contract.
Agreed delivery dates/periods are binding. Impending delays must be communicated to
MOLDINO immediately. However, the fulfilment of the obligation to notify does not reduce the
liability for damages caused by delay. Partial deliveries are only permissible if MOLDINO has
agreed to them in individual cases. A change of the agreed delivery date is only possible by
mutual agreement. MOLDINO is not obliged to accept deliveries that arrive before the agreed
4. DELAY IN DELIVERY
If the supplier is culpably in default, a contractual penalty of 0.2 % of the gross order value per
commenced working day shall be forfeited (but not more than a total of 5 % of the gross order
value). This contractual penalty can be set off against outstanding invoice amounts of
MOLDINO with the supplier. The right of MOLDINO to claim further damages remains
unaffected. In this case a forfeited contractual penalty shall be credited against the claim for
damages. The receipt of the goods at the agreed location is decisive for the compliance with the
delivery date or the delivery period. Unless otherwise agreed, the terms of delivery shall be DDP
Incoterms 2020 (to the address specified by MOLDINO).
5. OBLIGATION TO INSPECT AND GIVE NOTICE OF DEFECTS
MOLDINO is subject to the legal obligation to inspect the goods and to give notice of defects
according to section 377 HGB (German Commercial Code). If the goods are delivered in larger
quantities, random samples are sufficient. Notification of defects to the supplier must be made
within two working days after receipt or after the required inspection of the goods for obvious
defects and within ten working days after discovery of the defect for hidden defects.
The legal regulations for warranty (Gewährleistung) apply accordingly provided that the right
to revoke the contract after unsuccessful cure (Nacherfüllung) also exists in the case of an only
insignificant breach of duty by the supplier. Already after one unsuccessful cure MOLDINO may
revoke the contract according to section 323 BGB (German Civil Code) or reduce the purchase
price according to section 441 BGB (German Civil Code).
7. INDUSTRIAL PROPERTY RIGHTS
The supplier must ensure that the products do not infringe any third-party rights (in particular
patent, utility model, copyright, industrial design and trademark rights). If the products infringe
such rights and if the supplier is responsible for this infringement, he undertakes to indemnify MOLDINO from all resulting claims and claims for damages as well as from the costs of legal
defense in an appropriate amount against proof.
8. LIABILITY, INDEMNIFICATION
The legal regulations regarding liability for breach of duty and other damages arising from and
in connection with the contractual relationship shall apply. In the event of a product defect
within the meaning of the German Product Liability Act (ProdHaftG), the supplier is obliged to
indemnify MOLDINO upon first request from any resulting claims and claims for damages as
well as from the costs of legal defense in an appropriate amount upon provision of proof.
9. RECYCLING SERVICE
Within the scope of a recycling service, MOLDINO can agree with the supplier to provide
collection boxes for drills, milling cutters and indexable inserts. MOLDINO is expressly entitled
to make use of third parties for the fulfilment of the obligations from the agreements with
suppliers according to this clause 9. The collection boxes provided shall remain the property of
MOLDINO. In case of loss, MOLDINO reserves the right to charge for the collection boxes.
After filling the collection box(es) the supplier declares his readiness to ship the recyclables by
means of a collection form. MOLDINO will then submit an offer to the supplier in text form for
the purchase and collection of the recyclables. After acceptance of the offer by the supplier,
MOLDINO will commission a carrier with the collection, depending on the agreement with the
supplier. The specified maximum filling quantities of the collection boxes must be observed. If
the maximum filling quantity is exceeded, the carrier is entitled to refuse the shipment or to
charge additional costs, which will be passed on to the supplier. Only hard metal recyclables will
be purchased. If there are other materials (e.g. copper, steels or hazardous materials) in the
collection boxes, these will be disposed of in a professional and environmentally friendly
manner but will not be reimbursed. The resulting (additional) costs will be charged to the
supplier. The incoming recyclables are analyzed and weighed after their arrival. The total weight
is commercially rounded to whole kilograms. The title to the delivered recyclables shall only be transferred to
MOLDINO in each case upon a notification by MOLDINO to the supplier regarding the receipt
of goods, the delivered quantities and the value of the delivered recyclables. The agreed purchase
price is the price stated in the offer.
The remuneration for the recyclables shall be paid in the form of a credit note as follows:
(a) The credit note shall be offset against outstanding invoices or, alternatively, against future
payment obligations of the supplier arising from tool deliveries within two weeks from
the date of collection.
b) However, if there are no outstanding invoices and no future offsetable payment obligations
of the supplier towards MOLDINO arise due to new orders within a period of 12 months after
the order for the recycling service has been placed, the credit note will be paid to the supplier as
"cash back" within 30 days net.
The supplier's invoices shall be settled with a target of 14 days with a 3% early payment discount
or with a target of 30 days net after receipt of the invoice.
11. PROHIBITION OF ASSIGNMENT
The supplier is not entitled to assign his claims against MOLDINO without the written consent
of MOLDINO, which may only be refused for objective reasons.
The contracting parties undertake to maintain mutual confidentiality regarding confidential
information during and beyond the contractual cooperation. Confidential information in this
sense shall be information within the meaning of section 2 No. 1 GeschGehG (German Law on
the Protection of Trade Secrets) (this includes in particular technical information on products,
design, pricing as well as information of any kind from customers/sub-suppliers of the parties).
However, the confidentiality obligation shall not apply to confidential information which may
be obtained, used and disclosed pursuant to section 3 GeschGehG (German Law on the Protection of Trade Secrets). The receiving party shall be responsible for proving the existence
of the respective exception. The contracting parties may only use the confidential information
of which they become aware and/or make it accessible to third parties with the consent in
writing or text form of the respective other party. The companies affiliated with the contracting
parties pursuant to sections 15 et seq. AktG (German Stock Corporation Act) shall not be deemed
to be third parties in this sense. In the event of breaches of the confidentiality obligation, the
parties shall only be liable for damage typical of the contract and reasonably foreseeable. This
limitation shall not apply in the event of intent or gross negligence.
Upon MOLDINO's request, the supplier shall inform MOLDINO in writing of all ingredients
used in the products. The supplier shall ensure that all specifications and other requirements
are feasible. The supplier agrees to inform MOLDINO about any export and re-export
restrictions and regulations as well as about the "Export Control Classification Number" (ECCN)
14. SELLING PRICES
The sales prices are net amounts excluding VAT. They include the costs of packaging, labeling
and barcoding, as well as any necessary protective measures to prevent damage to the products
during transport or storage.
The packaging specifications of MOLDINO are binding for the supplier. The supplier agrees to
indemnify MOLDINO for damages caused by improper packaging or insufficient protective
16. ENVIRONMENT AND COMPLIANCE WITH LAWS
The supplier agrees to comply with all laws pertaining to the environment.
17. PROPERTY OF MOLDINO
All drawings, technical documents, tooling, data, software and other materials provided to the
supplier by MOLDINO remain the property (physical and intellectual) of MOLDINO. The
supplier is only entitled to use these materials in any way if MOLDINO has expressly agreed in
MOLDINO reserves the right, itself or through a third party bound to secrecy and acceptable to
the supplier, to inspect the supplier's production facility and quality assurance procedures
during normal business hours and after due prior notice to the supplier in order to ensure
compliance with the specifications, the manufacturing process, MOLDINO's requirements and
other standard industry practices and procedures. The supplier shall assist MOLDINO in this
regard to the best of its ability. MOLDINO will ensure that the supplier's business operations
are disrupted as little as possible by the on-site activity. The costs of the inspection shall be
borne by MOLDINO. MOLDINO may exercise this right in case of justified assumption of
violations. Irrespective of this, MOLDINO may exercise this right a maximum of twice a year.
19. SPECIAL PROVISIONS FOR THE PURCHASE OF SOFTWARE
The supplier undertakes to examine software as well as all data carriers used by the supplier
within the scope of the provision of services or electronically (e.g. e-mail, data transfer)
transmitted deliveries and services for malware (e.g. trojans, viruses, spyware, etc.) prior to
delivery/provision/use and thereby to ensure freedom from malware. In doing so, it shall use
the latest testing and analysis procedures. If malware is detected, the data carrier may not be
If the supplier on his part detects malware at MOLDINO, he shall inform MOLDINO
immediately. The same obligations apply to any form of communication by electronic means
that is checked for malware according to current standards. The supplier declares that the examination of the software has not revealed any evidence of viruses, trojans, spyware or
The supplier is obliged to inform MOLDINO immediately if risks or additional expenses can
arise from the defined specifications or given standards, from the used software tools or their
interaction with the existing IT landscape of MOLDINO or if such risks or additional expenses
become known to the supplier.
The supplier is obliged to inform MOLDINO about possible restrictions regarding the usability,
changeability or further distribution of delivered software, which result from applicable thirdparty
license conditions. This applies in particular in the case of software or software
components which are subject to an open-source license or a comparable license model.
MOLDINO has the non-exclusive, transferable, spatially and temporally unlimited right to use
the software including its documentation in any system environment. The right of use also
includes the rights within the scope of the contractually agreed use as follows (i) for rental within
the MOLDINO group, (ii) to make the software available within MOLDINO within the scope of
Application Service Providing (or comparable forms of use); (iii) the provision of a software
distribution program for the automation of installation and uninstallation processes. In this
context, one license key may be used for all installations, irrespective of the respective user; (iv)
the granting of earlier releases of the software. This shall not affect the right to make a copy of
the software for backup purposes. The copies of the standard software for the purpose of proper
data backup are part of the intended use.
20. OPEN-SOURCE SOFTWARE
The use of so-called open-source software (software that can regularly be obtained free of charge
and open source; "OSS") for the purpose of fulfilling the contract is excluded. This shall apply
irrespective of whether the licensing and usage provisions of the OSS permit their use, even if
the aforementioned provisions would expressly permit the use in original, modified, derived
and/or other form.
In individual cases, the use of OSS may be permitted. This requires that the supplier (i) requests
the use of the relevant OSS in writing to MOLDINO, (ii) provides MOLDINO with the associated
license and usage terms, (iii) communicates the reasons (advantages/benefits) for OSS use in
text form and (iv) MOLDINO consents in writing to the use of the relevant OSS for contract
If OSS is used by the supplier without MOLDINO's prior written consent, this shall be deemed
a material breach of contractual duty. If a contractual service of the supplier contains OSS not
released by MOLDINO, this contractual service shall be considered as defective.
21. DATA PROTECTION
The supplier undertakes to comply with all applicable legal provisions on data protection and
data security, in particular the EU General Data Protection Regulation and the German Federal
Data Protection Act (Bundesdatenschutzgesetz). The supplier shall continuously ensure
compliance with data protection law and data security at a high level.
The supplier is responsible for the lawful handling of the personal data provided to the supplier
by MOLDINO for the provision of the contractual services. The supplier shall process all
personal data made available to the supplier by MOLDINO exclusively for the purpose of
fulfilling the obligations under the contract and only to the extent necessary for this purpose.
The supplier shall treat the personal data strictly confidential and only store it for as long as it
is mandatory by law or necessary for the fulfilment of the contract.
The supplier shall ensure that all persons entrusted by the supplier with the processing of
personal data are obliged to comply with the provisions of this clause 21. The instruction and
obligation to maintain the confidentiality of personal data required by data protection law must be carried out at the latest before the commencement of the activity and repeated at regular
intervals and proven to MOLDINO upon request.
The place of performance shall be the place to which the contractual items are to be delivered in
accordance with the order, unless otherwise specified, the registered office of MOLDINO. The
place of jurisdiction for any disputes arising from or in connection with the contract shall be the
registered office of MOLDINO. However, each contracting party shall also be entitled to sue the
other at its general place of jurisdiction. The contract shall be governed exclusively by the laws
of the Federal Republic of Germany, excluding the conflict of laws provisions and the UN
Convention on Contracts for the International Sale of Goods. The most current version of these
General Terms and Conditions of Purchase can be found at www.moldino.eu . The contract
language is German. Any English version shall only serve for translational purpose.
Should any provision of these General Terms and Conditions prove to be invalid or
unenforceable in whole or in part, the validity of the other provisions and the remaining part of
the affected provision shall not be affected thereby. In place of the invalid provision, the
contracting parties undertake to agree on a legally permissible provision or course of action
which corresponds to or comes as close as possible to the intended economic success.