Terms of Purchase

1. Scope of Application
These Terms of Purchase apply to all Companies in the arvato services Group companies in Item 11 – hereinafter the Customer). Supplier’s divergent terms of business Customer fails to expressly refute them.
2. Orders
1. 2.1 Customer’s orders and call-forward notices and any amendments or supplements must be done in writing. This requirement for written form shall also be met by sending communications by telefax, eprocurement system, email and EDI. Customer shall be bound by its orders for 14 days. The date for acceptance shall only be deemed met provided Supplier’s declaration of acceptance is received by Customer within the 14-day period. Call-forward notices shall be binding unless Supplier contradicts within two days of receiving them.
2. 2.2 Insofar as Supplier may reasonably be expected to accept this, Customer may demand alterations to the subject-matter of the delivery or the agreed performance, whereby the consequences of so doing – in particular with regard to greater or lesser costs and the dead-lines for deliveries and services – must be taken into reasonable account.
3. 2.3 All Supplier’s correspondence must be addressed to the clerk in Customer’s purchasing department who is named in the order, and quote the SAP order number, if any.
3. Prices
Prices include all incidental costs. Fixed prices shall be free place of receipt including transport, packaging and customs duties. Customer may take advantage of any general price reductions made by Supplier up until the planned delivery date. Estimates are binding and free of charge, unless expressly agreed otherwise.
4. Delivery, Packaging, Proof of Origin, Services
1. 4.1 Supplier is only entitled to make deliveries before the agreed date with Customer’s consent.
2. 4.2 Supplier is obliged to use environmentally friendly products and processes for its goods and services within the extent of its capabilities. Standard engineering practice, European and German norms and all laws and legal provisions applicable at the place of performance, especially legal provisions concerning environmental protection, fire protection, hazardous material, dangerous goods, and accident prevention, must be followed; generally accepted health and safety provisions must be met.
3. 4.3 Supplier shall include all the necessary delivery documents with the delivery. The delivery documents must list the delivery address, quote the SAP order numbers, if any, list the item numbers on the order, name the clerk in Customer’s purchasing department, and state the delivered quantity, the weight and other information relevant to the delivery. Incorrect or incomplete delivery documents shall entitle Customer to refuse receipt of delivery. If a machine is delivered in accordance with the Machine Directive (RL 98/37/EU) the assessment of risk required under this Directive must also be provided to the Customer.
4. 4.4 The supplies must be properly packed in the manner usual in trading. In the event of special packaging instructions being given, Customer shall be entitled if they are not followed to refuse acceptance of delivery. In any case, Supplier is obliged to use environmentally friendly packaging exclusively. Supplier must take back transport packaging at its own expense. Product packaging must be designed in such a manner that it can be disposed of by Customer at no extra cost. Re-usable or re-cyclable packaging may be used. If such packaging is used, Supplier must draw attention to this fact, and clearly label the reusable packaging material as such. The provision and return delivery of re-usable packaging materials shall be done at Supplier’s expense. Customer shall assume no responsibility for the condition of the reusable packaging that is returned.
  Customer may return to Supplier separately and freight paid any packaging for which it has been charged, in return for reimbursement of 2/3 of the packaging costs charged, provided the packaging is in a state permitting re-use.
5. 4.5 If goods are meant for export, then Supplier must make a written declaration of the origin of the goods in accordance with customs law, using the proper form. This declaration must be forwarded to Customer along with the first delivery at the latest. Supplier guarantees that delivered goods comply with all relevant legal provisions; in case of deliveries to countries other than the country of origin, regulations of the country of destination shall also apply.
6. 4.6 With the physical delivery of the goods in question, the ownership of such goods is also transferred. If and to the extent that the Supplier has reserved ownership of the delivered goods until the purchase price has been paid in full, then the ownership is transferred once the final payment related to the specific transaction has been made. Any delayed and/or extended reservations of ownership are hereby exclusively contradicted.
5. Personnel deployment
Supplier shall, in accordance with the provisions of law, only deploy employees to perform the contractually agreed services who hold a valid work permit for the Federal Republic of Germany or, if the services are not performed in Germany, a valid work permit for the respective country in which the goods are manufactured or the services provided, who are properly registered with the German social insurance institutions or the social insurance institutions of the country in which the goods are manufactured or the services provided, where the services performed by the employees, including the applicable tax and social security deductions are correctly processed for accounting purposes. Supplier shall pay all applicable tax and social security deductions in full and on time to the relevant collection offices (e.g. social insurance institutions, tax office etc.). The employees have a valid contract of employment with Supplier and shall be paid according to the applicable regulations in each case. The employees have been instructed by Supplier to strictly observe the regulations concerning employment protection and general young person’s employment protection and the applicable requirements imposed by law or by official bodies in each case. Supplier shall continuously monitor the observance of the above specifications.
6. Default, Contractual Penalty
Agreed dates and deadlines must be met. In the event of noncompliance that is the fault of the Supplier, a contractual penalty totalling 0.5% of the value of the order shall be payable for each week commencing, up to a maximum penalty equivalent to 5% of the value arvato logistics services GmbH Telephone +49 (0) 5241/80-0 Banking connection: Management: An der Autobahn Telefax +49 (0) 5241/80-3570 Commerzbank AG Gütersloh Eckhard Südmersen D-33310 Gütersloh www.arvato-services.de Bank code 478 400 65 AG Gütersloh HRB 3822 Account no. 158 000 001
arvato direct services GmbH Telephone +49 (0) 5241/80-0 Banking connection: Management: An der Autobahn Telefax +49 (0) 5241/80-3570 Commerzbank AG Gütersloh Ralf Bierfischer, Bodo Krönfeld, Marcus D-33310 Gütersloh www.arvato-services.com Bank code 478 400 65 Schmedtmann, Eckhard Südmersen Account no. 158 088 502 AG Gütersloh HRB 3826 of the order. Further claims based on default shall remain unaffected. The contractual penalty shall not be counted towards statutory compensation claims.
Customer must be informed immediately about any predictable delay. Unconditional acceptance of a late delivery or of late performance shall not imply any waiver of the compensation claims to which Customer is entitled due to the lateness of the delivery or performance; this shall apply until such time as the payment owed by Customer for the delivery or performance concerned has been made in full.
7. Quality Assurance, Guarantee, Obligation to Provide Information
1. 7.1 The guarantee period for deliveries and performance shall commence on the delivery being handed over or on the performance being accepted. The guarantee period shall end in accordance with statutory regulations.
2. 7.2 Supplier shall remedy on request any defects occurring during the guarantee period, without delay and free of charge and including all incidental costs, by way of repair or – at Customer’s option – by making an exchange and subsequent delivery. Supplier shall not pay any costs incurred due to a delivered item subsequently being taken to another location by Customer, although this did not comply with its designed purpose. If improvements or subsequent delivery fail, then in accordance with statutory regulations Customer may withdraw from the contract or demand a reduction in the purchase price and/or compensation or the reimbursement of unnecessary costs incurred.
3. 7.3 In particularly urgent cases, Customer is entitled to make improvements or to exchange defective parts, or to have same done, at Supplier’s expense. This shall apply if Supplier does not agree to a sufficiently prompt rectification of the defect – after stipulation of a deadline by Customer, if applicable – after Customer has notified Supplier of such guarantee case.
4. 7.4 Supplier is liable for defects of title within the extent of legal regulations.
5. 7.5 If any safety regulations or rules on safety at work have to be heeded in connection with the delivery and/or services, then Supplier shall expressly draw attention to this in writing.
6. 7.6 People working on Customer’s factory site must heed the provisions laid down in the respective factory regulations and instructions by the works protection force.
8. Invoicing & Payment, Assignment of Claims, Statute of Limitation
1. 8.1 Supplier’s invoices must be issued in duplicate, quoting the item number on the order, the name of the clerk in Customer’s purchasing department, the quantity being delivered and the price, as well as the respective SAP order number, if any. All payments shall be withheld by Customer until an invoice is submitted which complies with the rules laid down in Turnover Tax Law. Instead of an invoice, a credit note may be issued at Customer’s option, in accordance with the rules laid down in Turnover Tax law.
2. 8.2 Payments shall be made in the manner commonly practised in trading, namely with 3% discount for payment by the seventh working day of the month following that in which an invoice is issued. Place of performance is Gütersloh.
3. 8.3 Customer is entitled to offset all claims from companies that are affiliated to the Customer for the purposes of §§ 15 ff. AktG against the claims of the Supplier.
4. 8.4 Supplier is only entitled to assign its claims vis-à-vis Customer with the latter’s written consent.
9. Liability, Force Majeure
1. 9.1 Unless otherwise agreed in a written agreement, liability shall be governed solely by statutory regulations. Liability is not limited.
2. 9.2 Force majeure, legal labour disputes, walkouts, unrest, government measures and other unpredictable extraordinary circumstances for which the contracting parties are not to blame shall release the latter from their obligation to perform for the duration of the interference. This shall also apply if the events occur at a time when the contracting party concerned is already in default. In as far as may reasonably be expected, the contracting parties shall give each other any information required, and adapt their obligations to the altered circumstances in good faith. If the force majeure lasts for a substantial period, then the Customer may rescind the contract if his requirements are considerably reduced.
3. 9.3 Customer shall be released from its obligation to take and accept delivery and may rescind the contract if it no longer has any use for the deliveries or services due to the delay caused by the force majeure or the labor dispute.
10. Final Provisions
1. 10.1 The contracting parties shall treat all commercial or technical details which are not public knowledge and which come to their notice on the basis of their business relationship as business secrets. Information and records must be treated confidentially, and may not be made accessible to third parties. Sub-contractors must be obligated accordingly.
2. 10.2 Supplier may only assign contractual rights and obligations to third parties with Customer’s written consent.
3. 10.3 Venue for all and any disputes between Customer and Supplier shall be Gütersloh, provided Supplier is a registered merchant, or a legal entity or a special trust under public law. However, Customer shall also be entitled to sue Supplier at the location of the latter’s registered headquarters.
  In addition to these Terms of Purchase, the laws of the Federal Republic of Germany shall apply, on exclusion of CISG (11/04/1980).
11. Companies in the arvato services Group (Germany)
1. arvato distribution GmbH, Gottlieb-Daimler-Str. 1 33428 Harsewinkel
2. arvato logistics services GmbH, An der Autobahn, 33310 Gütersloh
3. arvato media GmbH, An der Autobahn, 33310 Gütersloh
4. Media Log Spedition GmbH, An der Autobahn, 33310 Gütersloh
5. Verlegerdienst München GmbH, Gutenbergstr. 1, 82197 Gilching
6. Rough Trade Distribution GmbH, Eickeler Str. 25, 44651 Herne
7. Lambourne Productions GmbH, Eickeler Str. 25, 44651 Herne
8. Verlag Automobil Wirtschaft GmbH, Pastoratshof 27-29, 47929 Grefrath
9. Thomas Abeking Verlag für technische Dokumentation GmbH, Pastoratshof 27-29, 47929 Grefrath
10. arvato services healthcare Germany GmbH, Am Kielsgraben 10, 40789 Monheim
11. arvato services solutions GmbH, An der Autobahn, 33310 Gütersloh
12. AZ Direct GmbH, Carl-Bertelsmann-Str. 161, 33311 Gütersloh
13. Deutsche Post Adress GmbH, Bonn
14. arvato direct services Stuttgart GmbH, Kornwestheim
15. arvato direct services Wilhelmshaven GmbH, Schortens
16. arvato direct services Dortmund GmbH, Dortmund
17. arvato direct services GmbH, Gütersloh
18. arvato direct services Gütersloh GmbH, Gütersloh
19. arvato direct services Frankfurt GmbH, Frankfurt
20. arvato direct services Neubrandenburg GmbH, Neubrandenburg
21. arvato direct services Erfurt GmbH, Erfurt
22. arvato direct services Brandenburg GmbH, Brandenburg
23. arvato direct services Stralsund GmbH, Stralsund/Havel
24. arvato direct services Cottbus GmbH, Cottbus
25. arvato direct services Münster GmbH, Münster
26. arvato direct services Wuppertal GmbH, Wuppertal
27. arvato direct services Neckarsulm GmbH, Neckarsulm
28. arvato direct services Eiweiler GmbH, Heusweiler-Eiweiler
29. arvato direct services Potsdam GmbH, Potsdam
30. BFS finance GmbH, Verl
31. BFS risk & collection GmbH, Verl
32. BFS finance Münster GmbH, Münster
33. BFS health finance GmbH, Dortmund
34. BFS risk management GmbH, Verl
35. arvato services Stralsund GmbH, Stralsund
36. arvato services Göppingen GmbH, Göppingen
37. arvato services Schwerin GmbH, Schwerin
38. arvato services Chemnitz GmbH, Chemnitz
39. arvato services Freiburg GmbH, Freiburg
40. arvato services Neubrandenburg GmbH, Neubrandenburg
41. arvato services Erfurt GmbH, Erfurt
42. arvato services Rostock GmbH, Rostock
43. arvato services Potsdam GmbH, Potsdam
44. arvato services Stuttgart GmbH, Stuttgart
45. arvato services München GmbH, München
46. webmiles GmbH, München
47. inmediaONE GmbH, Gütersloh
48. bedirect GmbH & Co. KG, Gütersloh
49. Abacus Deutschland GmbH & Co. KG, Dortmund
50. ABIS GmbH, Frankfurt
51. 1 18 18 Auskunft GmbH, Dortmund
52. Nürnberger Inkasso GmbH, Nürnberg
53. Auskunftei Kämpfer GmbH, Nürnberg
54. eScore GmbH, Baden-Baden
55. infoscore Financial Services GmbH, Gütersloh
56. InFoScore Consumer Data GmbH, Baden-Baden
57. InFoScore Business Data GmbH, Baden-Baden
58. InFoScore Software Service GmbH, Baden-Baden
59. InFoScore Business Support GmbH, Baden-Baden
60. InFoScore Finance GmbH, Baden-Baden
61. InFoScore Forderungsmanagement GmbH, Baden-Baden
62. InFoScore Accounting Services GmbH, Baden – Baden
63. InFoScore Informationsmanagement Beteiligungs GmbH, Baden – Baden
64. CREDIDATA – Gesellschaft für allgemeine Datenverarbeitung mbH – Allgemeine Verrechnungsstelle und Kreditversicherung, Baden- Baden
65. Süd-Westdeutsche Inkasso GmbH, Baden-Baden
66. Isar-Inkasso GmbH, München
67. DeutschlandCard GmbH, München
68. rewards arvato services GmbH, München
69. Informa Unternehmensberatung GmbH, Baden – Baden
70. arvato InFoScore GmbH, Baden – Baden

Status: April 2008

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