JOMO thermomolding Romania
General Terms and Conditions of Sale of JOMO Thermomolding S.R.L.
1. Scope of Application
1. These general terms and conditions of sale are valid for, applicable to and govern only the business
relationships with expert entities and other independent businesses assimilated to legal entities, in their
ordinary course of business, as well as the business relationships with competent public law entities.
Consequently, these terms and conditions are governing the business relationships existing between JOMO
Thermomolding SRL (hereinafter referred to as „JOMO“) and the Order issuer, even though they are not
defined under the subsequent agreements. These general terms and conditions are correspondently valid
for all engineering and service supply works. Consequently, instead of taking over the supplied goods, the
beneficiary shall acknowledge the receipt thereof and in the case of services supply, the beneficiary shall
acknowledge the acceptance of the rendered services.
2. Order issuer‘s terms and conditions which are contrary to and/or ancillary to and/or derogatory from these
general terms and conditions of sale shall not become an integral part hereto except for the case when
JOMO has previously stated its written consent to that effect. These general terms and conditions of sale
are also valid when JOMO unconditionally performs a delivery to the order issuer although it is fully aware of
all such contrary, ancillary and/or derogatory terms and conditions.
3. All rights to which JOMO is entitled under the legal provisions or other agreements in force, outside these
general terms and conditions of sale shall remain unaffected.
2. Execution of Agreement
1. All offers issued by JOMO are open and non-binding.
2. JOMO retains and reserves all copyrights, intellectual property rights, and defence rights regarding all
documents regarding the offer. Such documents shall not be accessible to any third parties. The order issue
shall return all JOMO's tender documents to JOMO, upon the latter's request, if such documents are no
longer required during the ordinary course of business. The same applies particularly to all concepts,
samples, patterns and templates belonging to JOMO.
3. An order becomes mandatory only after it has been acknowledged and confirmed by JOMO within 2
weeks’time frame, by means of a written confirmation or where and particularly if JOMO satisfies the order,
by delivering the products. A conformation of an order via automatic devices, with no signature affixed
and/or indication of name, is also considered to be a written order. Where the order confirmation contains
errors, obvious misspellings and calculation errors, it shall not be mandatory for JOMO.
4. Silence from JOMO regarding any offers, tenders, requests or other statements made by the order issuer
shall be regarded as an approval only if this has been previously agreed in written form.
5. Where the order issuer’s patrimonial circumstances are significantly worsened or where the well-founded
request for opening the insolvency proceedings or any other similar procedure on the order issuer’s
patrimony is denied due to lack of assets, JOMO shall be legally entitled to fully or partially terminate the
agreement.
3. Delivery Volume
1. JOMO's written confirmation of the order is conclusive for the volume of delivery. Changes in delivery
volume by the order issuer require that the written confirmation from JOMO be valid. JOMO reserves its
right to implement design and form changes of products if it is a matter of industry deviations or if deviations
are within the DIN tolerances and if the changes are not significant and are reasonable for the order issuer.
The same applies to the selection of material, specification and composition.
2. Component -based delivery is permitted, except for the cases when such type of delivery is not reasonable
for the order issuer given JOMO's interests.
3. Due to technical reasons, JOMO reserves the right to complete excess or insufficient deliveries up to 3% of
the delivered volume. Any complaints in this regard are excluded. The delivery price remains unaffected by
this clause.
4. Delivery Term
1. Acceptance of delivery terms (periods and delivery times) must be envisaged in written form. Delivery terms
and times are indicative unless agreed to by JOMO in writing.
2. The delivery term commences once with the conclusion of the contract, but not before the full submission of documents,
approvals and agreements to be procured by the order issuer or before any clarifications of the potential technical
enquiries, and the collection of the agreed down payment. In the event of a delivery deadline, it shall be shifted
accordingly if the order issuer fails to to submit the documents and approvals it has to procvure and/or if it fails to grant
the needed endorsements in time and/or if it fails to clarify any the technical questions or if the agreed advance - and in
the case of external transactions, the full price - has not been fully collected by JOMO. Compliance with delivery terms
always serves as a prerequisite for timely and correct fulfillment of any other obligations of the order issuer.
3. The delivery term is deemed respected if the products have left the factory until their expiry term or if JOMO
has announced the availability of their delivery or shipment. Compliance with the delivery term is
conditioned by the correct and proper delivery of raw materials to JOMO, in particular with regard to the
compliance with the JOMO delivery deadline, unless JOMO is culpable for such improper delivery. In the
event of an mproper delivery to JOMO, it is entitled to terminate the contract. JOMO shall inform the order
issuer immediately if it intends to terminate the contract and it shall return to the order issuer all payments
that have been made in advance.
5. Cross-border Deliveries
1. In the event of cross-border deliveries, the order issuer shall give the necessary declarations to the
competent authorities in due time in respect to any exports from Romania and imports to the country of
destination and, at the same time, it shall take all necessary actions, in particular to obtain all documents
required to complete the customs formalities and to meet the requirements for any export controls or other
restrictions on free movement of goods.
2. Deliveries shall be subject to the condition that they are not impeded or otherwise obstructed by any
national and international regulations, in particular export control procedures and embargoes or other similar
sanctions.
3. Any delays caused by the relevant export controls shall extend the delivery terms accordingly; delivery
dates shall be adequately shifted.
6. Prices and Payment Term
1. Prices are ex-works, unless there are other special agreements and provided that such prices do not include
shipping costs, packing costs, insurance premiums, legal taxes, customs duties and other taxes. The costs
generated this way shall be billed separately. The legal VAT rate shall be invoiced separately at the legal
value in force from the date of issue of the relevant invoice..
2. The delivery price shall be paid net within 14 days from the receipt of the invoice, unless there is a special
agreement in place. The payment day is considered to be the date when JOMO can effectively take over the
delivery price. In the event of late payments, the order issuer shall pay default penalties equal to the
reference interest plus 9% (percentage points) per year. All other claims of JOMO remain unaffected.
3. In case of overseas transactions, payment - by way of derogation from paragraph 3 above - shall be made,
prior to delivery, unless otherwise has been previously agreed by the parties under a written document.
4. Collection of promissory notes and checks shall not be regarded as a fulfillment of the payment obligation.
Effective satisfaction of such obligation occurs when that amount irrevocably credits JOMO's account. The
order issuer shall bear the costs generated by promissory notes or checks, in particular the relevant bank
fees.
7. Risk Transfer
1. The risk of unforcessen loss or damage shall be transferred to the order issuer as soon as the goods are
handed over to the carrier or as soon as the goods leave the JOMO's warehouse for shipment purposes. In
the event the order issuer picks up the products itself, risk shall pass to the order issuer as soon as JOMO
announces the availability of delivering the goods. Paragraphs 1 and 2 are also valid even if the delivery is
completed in several stages or if JOMO has taken over other costs such as transport costs or product
assembly costs to the order issuer's premises.
2. Where the order issuer delays the acceptance of products, JOMO may claim compensations, except for the
cases when the order issuer is not culpabe for not collecting the products, as well as the payment of any
additional costs. JOMO shall be also entitled to store the products at the cost of the order issuer, over the
entire period of delay. Product storage costs are calculated on a flat rate basis of 0.5% of the net invoice
value per calendar week that has commenced. All other claims of JOMO remain unaffected.
The order issuer is entitled to receive evidence that JOMO has not incurred any additional or reduced costs .
The same applies if the issuer of the order issuer infringes other obligations of co-operation except for the
cases when it is not held to comply with certain obligations of cooperation. The risk of unforeseeable loss or
damage of products shall pass to the order issuer at the latest when it delays the reception. Upon the
expiration of any reasonable time limit set by JOMO, it is entitled to otherwise dispose of the products and to
make the delivery to the order issuer at a later time.
3. Where the shipment is delayed due to reasons other than those imputable to JOMO then the risk shall be
passed to the order issuer the moment the shipment availability is notified.
4. The delivered products shall be collected by the order issuer without having its warranty rights affected,
even if the products present insignificant flaws.
8. Warranty Rights
1. Order issuer's warranty rights may only be invoked and claimed if it has checked the delivered products
upon receipt, if possible also through processing or trial use, and has made a written notification to JOMO
regarding the deficiencies it has found, at the latest within two weeks after the receipt of such products.
Hidden flaws shall be communicated in writing to JOMO without delay after their discovery. The order issuer
shall describe the flaws in the written note addressed to JOMO.
2. In the event of product flaws, JOMO is entitled to choose that a new delivery be made due to the removal of
the deficiency or have a new flaws-free product delivered. In the event of subsequent new deliveries, JOMO
is required to cover all costs involved by this action, in particular the cost of transport, road, works and
materials. The manpower-related costs and the objective costs that the order issuer invokes in this context
shall be calculated on the basis of their own costs.
3. The right of the order issuer to terminate this agreement is excluded if the refund of the benefits is not possible
and this impossibility is not caused by the nature of the benefit, or by JOMO's action, or if the deficiency was
found only after processing or transforming the products. The right of termination is also excluded if JOMO
cannot be held responsible for the flaws and if the order issuer is bound to pay the consideration for the
benefit instead of the refund.
4. For falws resulting from natural wear and tear, especially in consumables and/or deriving from incorrect
handling, use or storage, modification or repair of products by the order issuer or by third parties, no claims
for such defects may be raised. The same applies to deficiencies attributable to the order issuer or which
are based on a technical cause other than the initial deficiency.
5. There are strictly excluded any claims raised by the order issuer in respect to the repair of the lost benefit in
lieu of granting actual compensations, any of which is required to replace the original benefit, if the costs
exceeding the actual loss would not normally have been undertaken by a third party acting in good faith.
6. JOMO grants no warranty and in particular no guarantees regarding the quality or validity if such warranties
are not otherwise agreed or envisaged under particular agreements.
7. The limitation period for the order issuer's warranty rights is one year, unless a purchase of consumer goods
occurs at the end of the delivery chain. Where defective products have been used in a construction in
accordance with their normal scope of application and therefore the use of such products has caused a
deficiency or a flaw in a building or construction, the limitation period is five years.
The one-year limitation period also applies to claims arising from prohibited practices that are based on
product deficiency. The limitation period begins to run from the time of delivery. The one-year limitation
period does not apply to JOMO's unlimited liability for damages arising out from breaching any of the terms
of a warranty or loss of life, bodily integrity or health, for intentional or gross negligence or product
malfunction or if JOMO committed to a result obligation.
JOMO's position regarding a claim arising from the warranty invoked by the ordering party will not be
considered as a start for negotiations on these claims or the circumstances justifying the claim if such claims
regarding the warranty are wholly rejected by JOMO.
1. The delivered products remain in JOMO's property until the full payment of the delivery price and all debts
and outstanding payments towards JOMO, arising from the business relationship with the issuer of the
order. The ordeer issuer is required to treat the products as a diligent owner for the duration of this
Reservation of the Right of Ownership. In particular, is shall be obliged to provide at it own expense, the
products at their "new value" against damage caused by fire, water and theft. The order issuer shall
demonstrate the conclusion of a relevant insurance policy, upon JOMO's request. The order issuer hereby
waives any claims for damages in favor of JOMO. JOMO hereby accepts the assignment. If the assignment
is not allowed, then the order issuer asks the insurer to make any payments to JOMO only. Any other claims
of JOMO remain unaffected.
2. A disposal of the products that are affected by the reservation of the right of ownership is allowed for the
order issuer only within the current transactions. In addition, the order issuer is not entitled to pledge,
warrant or otherwise dispose of JOMO's proprietary products. In case of seizures or other third party
interventions, the issuer shall immediately inform JOMO in writing and provide all necessary information;
furthermore, it shall inform any third parties involved about JOMO's property rights and it shall participate in
JOMO's measures to protect the products in question subject to ownership. If the third party is unable to
return JOMO's legal and extrajudicial costs for the use of property rights, then the issuer is bound to return
to JOMO these amounts, unless the issuer is not culpable for violating this clause.
3. The order issuer hereby gives and grants to JOMO the claims arising from the alienation of the Products
together with all the related rights, regardless of whether the products subject to the ownership are alienated
with or without further processing. JOMO accepts this assignment. If the assignment is not allowed, then the
order issuer shall request the debtor third party to make all payments only to JOMO's account. The order
issuer is irrevocably authorized to collect the debts and payments in its name as a trustee appointed by
JOMO. The amounts collected must be returned to JOMO without delay. JOMO may revoke the order
issuer's mandate and its right to alienate the products, for good reason, in particular if the order issuer fails
to properly meet its payment obligations to JOMO and /or it delays the payments and/or it suspends
payments and/ or insolvency proceedings or similar proceedings are initiated against it by JOMO or by
others or if the opening of insolvency proceedings or any similar procedures for the protection of debts on
the issuer's order patrimony, initiated upon the request of a third party, is rejected due to the lack of
liquidities. In the event of a global assignment by the order issuer, the rights assigned to JOMO shall be
expressly accepted.
4. Upon JOMO's request, the order issuer is obliged to immediately inform the debtor third party about the
assignment and to provide JOMO with the information and documents required for such collection.
5. In the event of inappropriate behavior, especially in cases of late payment by the order issuer, JOMO is
entitled to withdraw from the contract after the expiry of a reasonable period of time set by JOMO. The
issuer shall immediately grant access to proprietary products or return it to JOMO or its authorized persons.
Upon proper notification, JOMO can capitalize the proprietary products in order to cover its outstanding
claims towards the order issuer.
6. Processing or transformation of products subject to the ownership right by the order issuer shall always be
done for JOMO. The rights of claim of the order issuer upon the products subject to proprietary rights shall
pass on and shall cover also the processed or transformed goods. If products are processed or transformed
with other goods not belonging to JOMO, JOMO acquires the right to co-own the new goods in relation to
the value of the products delivered to the other goods processed at the time of processing or transformation.
The same applies if the products are combined or mixed with other non-JOMO goods. The order issuer shall
keep the new assets for JOMO. For the goods generated by processing or transformation, as well as by
joining or mixing, the same provisions apply as for the products subject to the ownership right.
7. JOMO is required, upon the request of the order issuer, to release its warranties if the realizable value of the
collateral exceeds by more than 10% JOMO's claims arising from the commercial relationship with the order
issuer , taking into account the bank rating rates. The valuation shall start from the value of the invoice for
the products subject to the ownership right and the nominal value of the receivables. The selection of
objects to be released belongs exclusively to JOMO.
8. In respect to the deliveries to other jurisdictions in which the reservation of the right of ownership does not
have the same guaranteeing effect as in Romania, the issuer hereby grants an appropriate warranty. If
further action is needed, the order issuer will take all necessary measures to immediately constitute a
warranty claim in favour of JOMO. The order issuer shall contribute to take all measures necessary for the
efficiency and the implementation of any warranty rights of this kind.
12. Confidentiality
1. Parties are required to keep confidential all information that becomes accessible to them, that is referred to
as confidential data or that may be recognized after other circumstances as business secrets or operational
secrets, for a period of five years from delivery and not to record, forward or use thereof, unless such
information is necessary for the business relationship existing parties.
2. This confidentiality obligation becomes obsolete if the information of the other party was known on the basis
of evidences prior to the conclusion of this agreement or it was generally known or generally accessible
prior to entering into the contract or it becomes known to or accessible for the other party by other means
than the fault of the disclosing party. The information recipient shall be responsible to provide relevant
evidences to that effect.
3. The parties shall establish the confidentiality obligation over a period of five years after delivery, as well as
the obligation regarding non-capitalisation, non-transfer and non-authorized registration of such business
secrets or operational secrets, both for its own employees and empowered persons, and in particular for its
assisting employees and sub-contractors under appropriate contracts entered into for that purpose.
13. Final Provisions
1. Transfer of the issuer’s rights and obligations towards any third parties shall be possible only based on and
under the prior written consent stated by JOMO.
2. Order issuer is entitled to counter-performances exclusively when its compensation entitlement is
determined and acknowledged as not being enforceable or deriving from a judicial dispute. Order issuer
may enforce a retention right only when the counter-performance is based on the same contractual
relationship.
3. The legal relationship between order issuer and JOMO is governed by the laws in force in the Federal
Republic of Germany under the exclusion of the UN treaty on Contracts for the international sale of goods
(CISG).
4. The exclusive jurisdiction for all disputes arising from this business relationship between the Provider and
JOMO is the JOMO headquarters. JOMO is entitled to bring legal action at the provider's premises or at
another competent court. Commercial arbitration clauses are not applicable.
5. The place of rendering of all services by JOMO and the order issuer is JOMO's headquarters, unless
otherwise agreed.
6. This agreement is governed by the Romanian language.
7. Where individual clauses of this Agreement are, or become invalid or unenforceable in whole or in part, or if
the agreement presents omissions, all remaining clauses shall remain unaffected by these cases. All invalid
or unenforceable clauses shall be replaced by valid or enforceable provisions that are as close as possible
to the original purpose. In case of omission, the clause corresponding to what would have been agreed
according to the present General Terms and Conditions of Sale shall be deemed to have been agreed
upon if the Contracting Party had considered this issue from the very beginning.
1. Scope of Application
1. These general terms and conditions of sale are valid for, applicable to and govern only the business
relationships with expert entities and other independent businesses assimilated to legal entities, in their
ordinary course of business, as well as the business relationships with competent public law entities.
Consequently, these terms and conditions are governing the business relationships existing between JOMO
Thermomolding SRL (hereinafter referred to as „JOMO“) and the Order issuer, even though they are not
defined under the subsequent agreements. These general terms and conditions are correspondently valid
for all engineering and service supply works. Consequently, instead of taking over the supplied goods, the
beneficiary shall acknowledge the receipt thereof and in the case of services supply, the beneficiary shall
acknowledge the acceptance of the rendered services.
2. Order issuer‘s terms and conditions which are contrary to and/or ancillary to and/or derogatory from these
general terms and conditions of sale shall not become an integral part hereto except for the case when
JOMO has previously stated its written consent to that effect. These general terms and conditions of sale
are also valid when JOMO unconditionally performs a delivery to the order issuer although it is fully aware of
all such contrary, ancillary and/or derogatory terms and conditions.
3. All rights to which JOMO is entitled under the legal provisions or other agreements in force, outside these
general terms and conditions of sale shall remain unaffected.
2. Execution of Agreement
1. All offers issued by JOMO are open and non-binding.
2. JOMO retains and reserves all copyrights, intellectual property rights, and defence rights regarding all
documents regarding the offer. Such documents shall not be accessible to any third parties. The order issue
shall return all JOMO's tender documents to JOMO, upon the latter's request, if such documents are no
longer required during the ordinary course of business. The same applies particularly to all concepts,
samples, patterns and templates belonging to JOMO.
3. An order becomes mandatory only after it has been acknowledged and confirmed by JOMO within 2
weeks’time frame, by means of a written confirmation or where and particularly if JOMO satisfies the order,
by delivering the products. A conformation of an order via automatic devices, with no signature affixed
and/or indication of name, is also considered to be a written order. Where the order confirmation contains
errors, obvious misspellings and calculation errors, it shall not be mandatory for JOMO.
4. Silence from JOMO regarding any offers, tenders, requests or other statements made by the order issuer
shall be regarded as an approval only if this has been previously agreed in written form.
5. Where the order issuer’s patrimonial circumstances are significantly worsened or where the well-founded
request for opening the insolvency proceedings or any other similar procedure on the order issuer’s
patrimony is denied due to lack of assets, JOMO shall be legally entitled to fully or partially terminate the
agreement.
3. Delivery Volume
1. JOMO's written confirmation of the order is conclusive for the volume of delivery. Changes in delivery
volume by the order issuer require that the written confirmation from JOMO be valid. JOMO reserves its
right to implement design and form changes of products if it is a matter of industry deviations or if deviations
are within the DIN tolerances and if the changes are not significant and are reasonable for the order issuer.
The same applies to the selection of material, specification and composition.
2. Component -based delivery is permitted, except for the cases when such type of delivery is not reasonable
for the order issuer given JOMO's interests.
3. Due to technical reasons, JOMO reserves the right to complete excess or insufficient deliveries up to 3% of
the delivered volume. Any complaints in this regard are excluded. The delivery price remains unaffected by
this clause.
4. Delivery Term
1. Acceptance of delivery terms (periods and delivery times) must be envisaged in written form. Delivery terms
and times are indicative unless agreed to by JOMO in writing.
2. The delivery term commences once with the conclusion of the contract, but not before the full submission of documents,
approvals and agreements to be procured by the order issuer or before any clarifications of the potential technical
enquiries, and the collection of the agreed down payment. In the event of a delivery deadline, it shall be shifted
accordingly if the order issuer fails to to submit the documents and approvals it has to procvure and/or if it fails to grant
the needed endorsements in time and/or if it fails to clarify any the technical questions or if the agreed advance - and in
the case of external transactions, the full price - has not been fully collected by JOMO. Compliance with delivery terms
always serves as a prerequisite for timely and correct fulfillment of any other obligations of the order issuer.
3. The delivery term is deemed respected if the products have left the factory until their expiry term or if JOMO
has announced the availability of their delivery or shipment. Compliance with the delivery term is
conditioned by the correct and proper delivery of raw materials to JOMO, in particular with regard to the
compliance with the JOMO delivery deadline, unless JOMO is culpable for such improper delivery. In the
event of an mproper delivery to JOMO, it is entitled to terminate the contract. JOMO shall inform the order
issuer immediately if it intends to terminate the contract and it shall return to the order issuer all payments
that have been made in advance.
5. Cross-border Deliveries
1. In the event of cross-border deliveries, the order issuer shall give the necessary declarations to the
competent authorities in due time in respect to any exports from Romania and imports to the country of
destination and, at the same time, it shall take all necessary actions, in particular to obtain all documents
required to complete the customs formalities and to meet the requirements for any export controls or other
restrictions on free movement of goods.
2. Deliveries shall be subject to the condition that they are not impeded or otherwise obstructed by any
national and international regulations, in particular export control procedures and embargoes or other similar
sanctions.
3. Any delays caused by the relevant export controls shall extend the delivery terms accordingly; delivery
dates shall be adequately shifted.
6. Prices and Payment Term
1. Prices are ex-works, unless there are other special agreements and provided that such prices do not include
shipping costs, packing costs, insurance premiums, legal taxes, customs duties and other taxes. The costs
generated this way shall be billed separately. The legal VAT rate shall be invoiced separately at the legal
value in force from the date of issue of the relevant invoice..
2. The delivery price shall be paid net within 14 days from the receipt of the invoice, unless there is a special
agreement in place. The payment day is considered to be the date when JOMO can effectively take over the
delivery price. In the event of late payments, the order issuer shall pay default penalties equal to the
reference interest plus 9% (percentage points) per year. All other claims of JOMO remain unaffected.
3. In case of overseas transactions, payment - by way of derogation from paragraph 3 above - shall be made,
prior to delivery, unless otherwise has been previously agreed by the parties under a written document.
4. Collection of promissory notes and checks shall not be regarded as a fulfillment of the payment obligation.
Effective satisfaction of such obligation occurs when that amount irrevocably credits JOMO's account. The
order issuer shall bear the costs generated by promissory notes or checks, in particular the relevant bank
fees.
7. Risk Transfer
1. The risk of unforcessen loss or damage shall be transferred to the order issuer as soon as the goods are
handed over to the carrier or as soon as the goods leave the JOMO's warehouse for shipment purposes. In
the event the order issuer picks up the products itself, risk shall pass to the order issuer as soon as JOMO
announces the availability of delivering the goods. Paragraphs 1 and 2 are also valid even if the delivery is
completed in several stages or if JOMO has taken over other costs such as transport costs or product
assembly costs to the order issuer's premises.
2. Where the order issuer delays the acceptance of products, JOMO may claim compensations, except for the
cases when the order issuer is not culpabe for not collecting the products, as well as the payment of any
additional costs. JOMO shall be also entitled to store the products at the cost of the order issuer, over the
entire period of delay. Product storage costs are calculated on a flat rate basis of 0.5% of the net invoice
value per calendar week that has commenced. All other claims of JOMO remain unaffected.
The order issuer is entitled to receive evidence that JOMO has not incurred any additional or reduced costs .
The same applies if the issuer of the order issuer infringes other obligations of co-operation except for the
cases when it is not held to comply with certain obligations of cooperation. The risk of unforeseeable loss or
damage of products shall pass to the order issuer at the latest when it delays the reception. Upon the
expiration of any reasonable time limit set by JOMO, it is entitled to otherwise dispose of the products and to
make the delivery to the order issuer at a later time.
3. Where the shipment is delayed due to reasons other than those imputable to JOMO then the risk shall be
passed to the order issuer the moment the shipment availability is notified.
4. The delivered products shall be collected by the order issuer without having its warranty rights affected,
even if the products present insignificant flaws.
8. Warranty Rights
1. Order issuer's warranty rights may only be invoked and claimed if it has checked the delivered products
upon receipt, if possible also through processing or trial use, and has made a written notification to JOMO
regarding the deficiencies it has found, at the latest within two weeks after the receipt of such products.
Hidden flaws shall be communicated in writing to JOMO without delay after their discovery. The order issuer
shall describe the flaws in the written note addressed to JOMO.
2. In the event of product flaws, JOMO is entitled to choose that a new delivery be made due to the removal of
the deficiency or have a new flaws-free product delivered. In the event of subsequent new deliveries, JOMO
is required to cover all costs involved by this action, in particular the cost of transport, road, works and
materials. The manpower-related costs and the objective costs that the order issuer invokes in this context
shall be calculated on the basis of their own costs.
3. The right of the order issuer to terminate this agreement is excluded if the refund of the benefits is not possible
and this impossibility is not caused by the nature of the benefit, or by JOMO's action, or if the deficiency was
found only after processing or transforming the products. The right of termination is also excluded if JOMO
cannot be held responsible for the flaws and if the order issuer is bound to pay the consideration for the
benefit instead of the refund.
4. For falws resulting from natural wear and tear, especially in consumables and/or deriving from incorrect
handling, use or storage, modification or repair of products by the order issuer or by third parties, no claims
for such defects may be raised. The same applies to deficiencies attributable to the order issuer or which
are based on a technical cause other than the initial deficiency.
5. There are strictly excluded any claims raised by the order issuer in respect to the repair of the lost benefit in
lieu of granting actual compensations, any of which is required to replace the original benefit, if the costs
exceeding the actual loss would not normally have been undertaken by a third party acting in good faith.
6. JOMO grants no warranty and in particular no guarantees regarding the quality or validity if such warranties
are not otherwise agreed or envisaged under particular agreements.
7. The limitation period for the order issuer's warranty rights is one year, unless a purchase of consumer goods
occurs at the end of the delivery chain. Where defective products have been used in a construction in
accordance with their normal scope of application and therefore the use of such products has caused a
deficiency or a flaw in a building or construction, the limitation period is five years.
The one-year limitation period also applies to claims arising from prohibited practices that are based on
product deficiency. The limitation period begins to run from the time of delivery. The one-year limitation
period does not apply to JOMO's unlimited liability for damages arising out from breaching any of the terms
of a warranty or loss of life, bodily integrity or health, for intentional or gross negligence or product
malfunction or if JOMO committed to a result obligation.
JOMO's position regarding a claim arising from the warranty invoked by the ordering party will not be
considered as a start for negotiations on these claims or the circumstances justifying the claim if such claims
regarding the warranty are wholly rejected by JOMO.
1. The delivered products remain in JOMO's property until the full payment of the delivery price and all debts
and outstanding payments towards JOMO, arising from the business relationship with the issuer of the
order. The ordeer issuer is required to treat the products as a diligent owner for the duration of this
Reservation of the Right of Ownership. In particular, is shall be obliged to provide at it own expense, the
products at their "new value" against damage caused by fire, water and theft. The order issuer shall
demonstrate the conclusion of a relevant insurance policy, upon JOMO's request. The order issuer hereby
waives any claims for damages in favor of JOMO. JOMO hereby accepts the assignment. If the assignment
is not allowed, then the order issuer asks the insurer to make any payments to JOMO only. Any other claims
of JOMO remain unaffected.
2. A disposal of the products that are affected by the reservation of the right of ownership is allowed for the
order issuer only within the current transactions. In addition, the order issuer is not entitled to pledge,
warrant or otherwise dispose of JOMO's proprietary products. In case of seizures or other third party
interventions, the issuer shall immediately inform JOMO in writing and provide all necessary information;
furthermore, it shall inform any third parties involved about JOMO's property rights and it shall participate in
JOMO's measures to protect the products in question subject to ownership. If the third party is unable to
return JOMO's legal and extrajudicial costs for the use of property rights, then the issuer is bound to return
to JOMO these amounts, unless the issuer is not culpable for violating this clause.
3. The order issuer hereby gives and grants to JOMO the claims arising from the alienation of the Products
together with all the related rights, regardless of whether the products subject to the ownership are alienated
with or without further processing. JOMO accepts this assignment. If the assignment is not allowed, then the
order issuer shall request the debtor third party to make all payments only to JOMO's account. The order
issuer is irrevocably authorized to collect the debts and payments in its name as a trustee appointed by
JOMO. The amounts collected must be returned to JOMO without delay. JOMO may revoke the order
issuer's mandate and its right to alienate the products, for good reason, in particular if the order issuer fails
to properly meet its payment obligations to JOMO and /or it delays the payments and/or it suspends
payments and/ or insolvency proceedings or similar proceedings are initiated against it by JOMO or by
others or if the opening of insolvency proceedings or any similar procedures for the protection of debts on
the issuer's order patrimony, initiated upon the request of a third party, is rejected due to the lack of
liquidities. In the event of a global assignment by the order issuer, the rights assigned to JOMO shall be
expressly accepted.
4. Upon JOMO's request, the order issuer is obliged to immediately inform the debtor third party about the
assignment and to provide JOMO with the information and documents required for such collection.
5. In the event of inappropriate behavior, especially in cases of late payment by the order issuer, JOMO is
entitled to withdraw from the contract after the expiry of a reasonable period of time set by JOMO. The
issuer shall immediately grant access to proprietary products or return it to JOMO or its authorized persons.
Upon proper notification, JOMO can capitalize the proprietary products in order to cover its outstanding
claims towards the order issuer.
6. Processing or transformation of products subject to the ownership right by the order issuer shall always be
done for JOMO. The rights of claim of the order issuer upon the products subject to proprietary rights shall
pass on and shall cover also the processed or transformed goods. If products are processed or transformed
with other goods not belonging to JOMO, JOMO acquires the right to co-own the new goods in relation to
the value of the products delivered to the other goods processed at the time of processing or transformation.
The same applies if the products are combined or mixed with other non-JOMO goods. The order issuer shall
keep the new assets for JOMO. For the goods generated by processing or transformation, as well as by
joining or mixing, the same provisions apply as for the products subject to the ownership right.
7. JOMO is required, upon the request of the order issuer, to release its warranties if the realizable value of the
collateral exceeds by more than 10% JOMO's claims arising from the commercial relationship with the order
issuer , taking into account the bank rating rates. The valuation shall start from the value of the invoice for
the products subject to the ownership right and the nominal value of the receivables. The selection of
objects to be released belongs exclusively to JOMO.
8. In respect to the deliveries to other jurisdictions in which the reservation of the right of ownership does not
have the same guaranteeing effect as in Romania, the issuer hereby grants an appropriate warranty. If
further action is needed, the order issuer will take all necessary measures to immediately constitute a
warranty claim in favour of JOMO. The order issuer shall contribute to take all measures necessary for the
efficiency and the implementation of any warranty rights of this kind.
12. Confidentiality
1. Parties are required to keep confidential all information that becomes accessible to them, that is referred to
as confidential data or that may be recognized after other circumstances as business secrets or operational
secrets, for a period of five years from delivery and not to record, forward or use thereof, unless such
information is necessary for the business relationship existing parties.
2. This confidentiality obligation becomes obsolete if the information of the other party was known on the basis
of evidences prior to the conclusion of this agreement or it was generally known or generally accessible
prior to entering into the contract or it becomes known to or accessible for the other party by other means
than the fault of the disclosing party. The information recipient shall be responsible to provide relevant
evidences to that effect.
3. The parties shall establish the confidentiality obligation over a period of five years after delivery, as well as
the obligation regarding non-capitalisation, non-transfer and non-authorized registration of such business
secrets or operational secrets, both for its own employees and empowered persons, and in particular for its
assisting employees and sub-contractors under appropriate contracts entered into for that purpose.
13. Final Provisions
1. Transfer of the issuer’s rights and obligations towards any third parties shall be possible only based on and
under the prior written consent stated by JOMO.
2. Order issuer is entitled to counter-performances exclusively when its compensation entitlement is
determined and acknowledged as not being enforceable or deriving from a judicial dispute. Order issuer
may enforce a retention right only when the counter-performance is based on the same contractual
relationship.
3. The legal relationship between order issuer and JOMO is governed by the laws in force in the Federal
Republic of Germany under the exclusion of the UN treaty on Contracts for the international sale of goods
(CISG).
4. The exclusive jurisdiction for all disputes arising from this business relationship between the Provider and
JOMO is the JOMO headquarters. JOMO is entitled to bring legal action at the provider's premises or at
another competent court. Commercial arbitration clauses are not applicable.
5. The place of rendering of all services by JOMO and the order issuer is JOMO's headquarters, unless
otherwise agreed.
6. This agreement is governed by the Romanian language.
7. Where individual clauses of this Agreement are, or become invalid or unenforceable in whole or in part, or if
the agreement presents omissions, all remaining clauses shall remain unaffected by these cases. All invalid
or unenforceable clauses shall be replaced by valid or enforceable provisions that are as close as possible
to the original purpose. In case of omission, the clause corresponding to what would have been agreed
according to the present General Terms and Conditions of Sale shall be deemed to have been agreed
upon if the Contracting Party had considered this issue from the very beginning.
General Supply Terms and Conditions of JOMO Thermomolding SRL
1. Scope of Application
1. These general supply terms and conditions are valid for, applicable to and govern only the business
relationships with legal entities and other independent businesses assimilated to legal entities, in their
ordinary course of business, as well as the business relationships with competent public law entities.
Consequently, these terms and conditions are governing the entire business relationship existing between
JOMO Thermomolding SRL (hereinafter referred to as „JOMO“) and the Provider, even though they are not
defined under the subsequent agreements. The general supply terms and conditions are correspondently
valid for all engineering and service supply works. Consequently, instead of delivery of supplied goods, the
beneficiary shall acknowledge the receipt thereof and in the case of services supply, the beneficiary shall
acknowledge the acceptance of the rendered services.
2. Provider’s terms and conditions which are contrary to and/or ancillary to and/or derogatory from these
general terms and conditions of supply shall not become an integral part hereto except for the case when
JOMO has previously stated its written agreement to that effect. These general supply terms and conditions
are also valid when JOMO unconditionally accepts a delivery from a supplier although it is fully aware of all
such contrary, ancillary and/or derogatory terms and conditions.
3. All contrary, ancillary to or derogatory agreements from these general terms and conditions of supply
existing between JOMO and Provider shall be contemplated in a formal written document.
4. All rights to which JOMO is entitled under the legal provisions or other agreements in force, outside these
general terms and conditions of supply shall remain unaffected.
2. Execution, Amendment and Implementation of Agreement
1. All Provider’s offers, concepts, projects, itemized estimates, patterns and samples are and shall be
delivered free of any additional costs to JOMO. Upon JOMO’s request, these shall be promptly retrieved by
the Provider who shall cover all afferent costs to such retrieval.
2. An order becomes mandatory only after it has been issued by JOMO via a formal written form or in the case
of a verbal order, if it has been properly acknowledged via a written document, by the Provider. An order
prepared using automatic devices, with no signature affixed and/or indication of name, is also considered to
be a written order. Where the order contains errors, obvious misspellings and calculation errors, it shall not
be mandatory for JOMO.
3. The Provider is bound to promptly issue, one week at the latest from the date the order has entered the
Provider's system, a written confirmation of such order where the price and the delivery term are expressly
specified. Any deviations in the order confirmation compared to the initial order shall be validly agreed only
after they have been acknowledged by JOMO via a written note. The same shall also apply to any other
subsequent changes to the contract.
4. Order confirmations, shipping notes, shipping bills, delivery notes, invoices and other documents issued by
the Provider shall contain all relevant ordering details, particularly the order number, the order date and the
provider number.
5. Silence from JOMO regarding any offers, requests or other statements made by the Provider shall be
regarded as an approval only if this has been previously agreed in written form.
6. Where its is found that, during the execution of this agreement, deviations from the initially agreed
specification are needed and useful, the Provider is bound not only to promptly notify JOMO, via a formal
written note, about this aspect, but also to put forwards amendment proposals. JOMO shall inform the
Provider if and what changes are needed to be made to the initial order. At any time JOMO shall be entitled
to make relevant changes, particularly in respect to the composition of products. In such cases an
appropriate period of time should be given to the Provider to make the necessary changes in production.
Where these changes also modify the costs incurred by the Provider under this agreement, the Contracting
Parties shall negotiate an appropriate adjustment of the price. If no agreement is reached regarding any
price adjustment within a period of eight weeks from the written request for negotiations, JOMO shall be
legally entitled to terminate this agreement without having to send a termination note to that effect.
7. JOMO retains and reserves all copyrights, intellectual property rights, and defence rights regarding all
documents related to this agreement. Such documents shall be exclusively used for manufacturing
purposes under JOMO's order and therefore shall not be accessible to any third parties without JOMO's
prior written consent. Provider shall return all JOMO's documents upon the latter's request if such
documents are no longer required during the ordinary course of business. The same applies particularly to
all concepts, samples, patterns and templates belonging to JOMO.
8. Prior to entering into the agreement, Provider is bound to promptly inform JOMO by means of a formal
written note whether the products subject to the order are covered by the provisions in force in the Federal
Republic of Germany concerning any export controls or by other restrictions on the free movement of goods.
In the event of an incorrect information, and in particular in case of failure to provide information or whether
false, incomplete or outdated information is provided, JOMO shall be fully entitled to withdraw from the
contract if this requirement is not fulfilled within a reasonable period of time, clearly determined by it and
irrespective of the Provider's fault. The same applies if the products are covered by an export control or by
other restrictions on the free movement of goods. The remaining rights applicable to JOMO remain
unaffected.
9. Where the provider's patrimonial relations are significantly worsened or where the well-founded claim for
opening the insolvency proceedings or any other similar procedure on the provider's patrimony is denied
due to lack of assets, JOMO shall be legally entitled to fully or partially terminate the agreement.
3. Packing, shipment and transport,
delivery and acquisition of property rights
1. Provider shall at any time comply with JOMO's specifications regarding the shipment of products,
particularly the provisions in force concerning transport, packaging and delivery. The products shall be
delivered in proper packages consisting with the type of such goods. Products shall be packaged so as to
avoid the occurrence of any damages during transportation. There shall be used only the necessary amount
of packaging materials for this purpose. The provider shall mark all packages particularly indicating the
amount / volume of delivery, the item and material numbers, the delivered quantity, the production date and
the ordering details, especially the order number, the order date and the provider number.
2. All deliveries shall be accompanied by a simple delivery note envisaging the delivery volume, the item and
material numbers, the delivered quantity, the production date and the relevant order details, in particular the
order number, order date and the provider's reference number.
3. In addition to the delivery of goods, the Provider is bound to comply with the German Regulation on
dangerous goods (GefStoffV), particularly to properly wrap and mark the products and to expressly make
reference to the products' dangerous ingredients in the relevant delivery note.
4. The Vendor also declares and represents that it complies with the requirements of EU Regulation (EC) no.
1907/2006 (REACH), in particular the requirements of Attachments XIV and XVII, as well as with the current
version of the SVHC Candidate List of the European Chemicals Agency (ECHA) in relation to the goods
delivered to the Purchaser. The Vendor is bound to regularly check whether its products are consistent with
the latest updates of the SVHC Candidate List a European Chemicals Agency and, at the same time, it
undertakes to immediately inform the Puchaser to that effect. The Vendor shall be fully liable and
accountable for all damages caused to the Purchaser as a result of its failure to comply with the
aforementioned Regulations. For every separate delivery, the Vendor is bound to acknowledge that no toxic
substances are contained by the goods subject to delivery.
Therefore, the following shall be acknowledged on every invoice issued by the Provider: „Products delivered
by (Provider’s name and business address) to JOMO Thermomolding SRL are consistent with the
requirements of the latest version of CADS Restricted Substances List (RSL) as well as with REACH
1907/2006, in its current version“.
Upon the Purchaser’s request and in relation to the products delivered to it, the Vendor shall attach the
relevant testing certificates issued by an approved testing institute. All testing certificate shall be directly
related to the type of materials that have been delivered and particulalrly, to the batch of proructs subject to
delivery. Copies of all testing reports shall be forwarded to the Purchaser prior to delivery, either via fax or
email. For every new batch of goods taken over by the supply department with JOMO thermomolding, the
Vendor shall submit the relevant testing certificate.
5. JOMO shall be promptly advised about every shipment of products.
6. Provider shall always enter into a relevant cargo insurance policy and shall always produce written
evidences to that effect, upon JOMO’s request.
7. Deliveries shall be made exclusively on weekdays, within the normal business hours from Monday to Friday,
from 07:00 a.m. to 03:00 p.m. Provider shall hold JOMO harmless against each and every third party's
claims in relation to the deliveries made outside of these business hours, unless such delivery occurs due to
other causes than the provider's fault.
8. After their acceptance, products shall pass directly and freely of any charges to JOMO's property. The
Vendor declares and represents that it is entitled to resell and transfer the ownership over such products.
4. Delivery Term
1. All delivery terms and periods contemplated by the relevant order(s) or otherwise agreed are mandatory.
Delivery terms shall begin to run once the order is formally launched. Within the delivery period or at the
agreed delivery time, the products must have already reached the delivery address indicated by JOMO.
2. Where the provider finds that it cannot comply with the delivery term, it shall immediately notify JOMO in
writing indicating the reasons for such failure and the expected term of delay.
3. In the event of Provider's delay, JOMO is entitled to charge 0,5% delay penalties of the net order value for
every commenced week of delay, up to 5% of the net order value, unless the delayed delivery occurs from
other caused than the provider's fault. JOMO shall exercise its right to charge penalties at the latest with the
final payment. Exclusion of liability occurs in cases of force majeure. The rest of the existing rights for JOMO
shall remain unaffected. JOMO's right to request the completion of delivery shall be extinguished only after
the payment, by the Provider, upon JOMO's request, of compensations in return for and in the account of
the improper delivery. Under no circumstances shall the reception of delayed delivery be considered as a
waiver of claims or penalties.
4. Deliveries prior to the agreed delivery date are permitted only with prior written approval from JOMO. JOMO
shall be entitled to store the early deliveries, at the Provider's expense, without written approval and to
return thereof, at its own costs, except for the cases when the volume of delivery is insignificantly or where
the Provider is not culpable for such early delivery.
5. Prices and Payment Term
1. The price outlined in the order is mandatory. The price - unless otherwise provided in other written
agreement - means "free at the place of use" and it includes in particular all packing, shipping (including
dispatching), transport and insurance costs up to the delivery address indicated by JOMO as well as all
customs duties or other public duties. The legal VAT rate is included in the price unless it is expressly
referred to as net price. Where, under exceptional circumstances, the transport and shipping costs are not
included in the price and JOMO agrees, in a formal written note to cover such costs, these costs shall be
valid and payable within the limit of the cheapest shipping and transport fees, even though the observance
of delivery terms imposes the use of a faster transport means.
2. Where the delivery is VAT-exempted, the Provider is bound to produce all necessary evidences to that effect, if such
procurement of the evidences falls with his competence. For all deliveries provided within the European Union, the
Provider is bound to indicate its VAT number by means of a formal written note, without being required to do so, as well
as to demonstrate its legal status and to contribute to the accounting and supporting evidences of the export.
3. JOMO shall receive the invoice issued by the Provider in a simple copy. The invoice shall be attached to the
delivery. Invoices without order number, order date, and vendor number shall not be deemed received.
4. Payment shall be made after the receipt of products and subsequent to the reception of the relevant invoice,
within 14 days, with a discount of 3% sconto, or within 90 days net or according to the parties' agreement.
Payments shall be made exclusively to the Provider and subject to the Beneficiary's right to check the
invoice. JOMO is entitled to make the payment according to its own choice by checks or by bank transfer. In
the event of an improper delivery, JOMO is entitled to postpone the payment until the delivery is made
properly, without losing the rebates, discounts and other such price discounts. The payment term begins to
run once the deficiencies have been fully cured. In case of early delivery, the payment term begins to run at
the expiry of the original delivery term, at the earliest, upon the expiry of the agreed delivery date. Where the
Provider is bound to provide material samples, test reports, quality certificates or other documents, the
receipt of products shall trigger the payment term only from the date such samples and/or documents are
handed over to JOMO.
6. Risk Transfer
1. Provider shall take over the risk of accidental damage and accidental deterioration of products until handing
them over to JOMO.
2. Where the provider is required to install or mount the products at JOMO's premises, then the risk of
accidental damage and accidental deterioration of products shall pass to JOMO only after the products have
been installed or mounted and accepted, respectively. This is also the case when JOMO has taken over
certain services, such as transport costs.
7. Legal Warranty, Claims regarding Deficiencies and Guaranties
1. Provider guarantees that the delivered products comply with the agreed specifications, the approved
samples and the relevant legal provisions as well as the provisions and directives of the competent
authorities, professional unions and expert organisations and the related DIN guidelines.
2. JOMO is bound notify the Provider about any visible deficiencies after the delivery of products and to warn
the latter about any hidden flaws immediately after their discovery. For deliveries comprising numerous
similar products, JOMO is bound to check an adequate quantity of such delivered products to identify
whether they are deficient or not. Where the products become non-marketable as a result of such checks,
the quantity subject to verification shall be diminished accordingly. Where certain individual samples of the
delivered products that are randomly drawn, show flaws or deficiences, then JOMO may require either the
sorting / separation of the defective parts by the Provider or may issue claims in respect to such
deficiencies in accordance with the legal provisions in force. If, due to product deficiencies, a more
elaborate control is required, exceeding the ordinary checking procedure, the costs for this control shall be
borne by the Provider. In the event that JOMO delays the notification regarding the deficiencies or if such
notification is lost, the timely return of the goods is sufficient for the defects in the notification form be
considered covered.
3. Where an ongoing delivery process takes place between JOMO and the Provider, the latter is required to run
its own quality management system and to produce and check the items to be delivered under this quality
management system. In the event that for the production and quality assurance regarding the products to be
delivered the Provider acquires certain equipments of production and inspection, software, services,
materials and other s imilar means from sub-contractors, then the Provider is bound to either include the
latter in its quality management system or to manage the quality of pre-deliveries by itself. Provider shall
firstly complete its own tests on materials. Provider shall document how the quality assurance
measurements are to be carried out and shall keep these records as well as any possible samples of the
products to be delivered. This will give JOMO the right to examine the logs, to have the records explained
and to make copies of both the records and any possible samples. JOMO shall promptly check after receipt
of products whether they are consistent with the number of pieces and type ordered and whether there are
any visible deficiencies caused by transport. Where during these checks or afterwards any deficiencies or
flaws are found, JOMO shall claim such aspect to the Provider. No other acceptance check of goods shall
take place.
4. Where the delivered products cannot be released due to deficiencies in terms of their conformity with the
applicable legal provisions or if, as stipulated, such products need to be disposed of by JOMO, JOMO is
entitled to complete the disposal of such products imputing the afferent costs to the Provider, unless the
latter is not culpable for such deficiencies and/or flaws.
5. In the event of product deficiencies, JOMO is entitled, without prejudice to legal claims for deficiencies, to
require either immediate cure or the delivery of flaw-free products by the Provider. The Provider shall cover
all necessary costs for such cure. The same applies where the products were shipped to a place other than
the delivery address specified by JOMO. Should the Provider fail to discharge its obligation to provide a
subsequent delivery within a reasonable timeframe set by JOMO, then, after the expiry of such period odf
time, JOMO may, on its own or through a third party, take the necessary measures at the supplier's costs
and risk, except of the case when such circumstances are not attributable to the Provider's fault. Setting of
such term is unnecessary if the Provider rejects both ways of performing its subsequent performance or if
the subsequent fulfilment has failed or it is not reasonable for JOMO. Subsequent fulfilment is not
reasonable for JOMO, especially if JOMO has already sent products with deficiencies to third parties.
Setting a deadline is unnecessary if the Provider refuses to firmly and finally satisfy its obligation and if
there are special circumstances justifying the immediate enforce of claims for deficiencies. Special
circumstances exist particularly in urgent cases where a subsequent fulfilment of obligations by the
Provider cannot simply remove or otherwise eliminate the damage that JOMO might incur. If setting a
deadline is unnecessary then JOMO is legally entitled to take all necessary measures, at the Provider's
costs and risk, provided that the former duly notifies the Provider to that effect. The rest of the existing
rights for JOMO shall remain unaffected.
6. Under no circumstances shall the receipt of products as well as processing, payment and re-ordering of the
products that have not been found to be deficient or have not yet been claimed, be equivalent to either an
approval of the delivery by JOMO or a waiver by JOMO to enforce its rights in respect to any potential
deficiencies.
7. The limitation period for any claims derived from deficiencies to be enforced by JOMO is 36 months from the
date of delivery of such products. This is not applicable if the Provider has deliberately concealed such
deficiency. Where defective products have been used to erect or as part of a building in accordance with
their normal range of use and therefore have caused a deficiency or a flaw in a construction, the limitation
period covers five years.
8. Legal provisions on the purchase of goods by the final consumer at the end of the delivery chain remain
unaffected.
9. All other guarantees of the Provider shall remain unaffected.
8. Liability for Products
1. Provider shall exonerate JOMO from any third party's claims in relation to national and international liability
for products, unless it is not liable for such flaws in accordance with the applicable product liability laws. The
rest of the existing rights for JOMO remain unaffected.
2. Under this exemption clause, the Provider must reimburse to JOMO, in particular, those expenses that are
generated by JOMO's warning, replacement or recall actions. JOMO shall notify the Provider in relation to
the content and amount of measures to be taken, and it shall also give the latter the opportunity to state its
position, if this is possible and reasonable. The Provider shall support JOMO to implement all measures to
be taken and to take all steps required by JOMO.
3. Provider is required to enter into and put in place a mandatory product liability insurance, a product recall
insurance with worldwide coverage and a suitable financial coverage for products of at least EUR 1 million
for personal injury (for individual persons) and at least EUR 1 million for every material damage caused or
incurred. Provider hereby gives up the claims of the Compulsory Product Liability and Product Recall
Insurance as well as any ancillary rights in favor of JOMO. JOMO accepts this assignment. If under the
insurance contract the assignment is not allowed, the Provider shall ask the insurer to make any necessary
payments exclusively to JOMO. The rest of the existing rights for JOMO shall remain unaffected. Provider
shall demonstrate to JOMO, upon the latter's request, the conclusion and existence of mandatory product
liability and product recall insurances. Provider hereby waives any action and omission that may endanger
the protection or coverage provided by the aforementioned insurance policies.
4. Where the Provider fails to properly discharge its duties as per the provisions set forth by par. 3 above,
JOMO may without however needing to enter into a mandatory product liability insurance and a and product
recall insurance, respectively.
9. Third Parties‘ Intellectual Rights.
1. Provider guarantees that both the delivery and use of products do not infringe any patents, industrial
designs, licenses or other intellectual property rights and any rights of third parties. This does not apply for
the products developed by JOMO.
2. Where any claims for breaching these rights are filed against JOMO or its clients, the Provider shall hold
JOMO harmless against such claims. This exemption duties relates to all expenses that are caused to or
incurred by JOMO in connection with the use of such products. JOMO shall be entitled particularly to obtain
approval to use such products from any third parties. The exemption obligation is not valid if the supplier is
not culpable for infringing or otherwise breaching any third party's protected rights.
10. Force Majeure
1. Where due to an event of force majeure, JOMO is prevented from discharging its contract duties and
obligations, in particular as regards to the reception of products, JOMO shall be exempted from satisfying
such obligation during the period in which the force majeure event occurs, without any obligation to pay
compensations to the Provider. The same applies if JOMO cannot fulfil its obligations due to unforeseeable
circumstances that are not imputable to JOMO, notably by way of strikes, measures taken by authorities,
power shortage or significant operational deficiencies. JOMO may refuse to accept products if such
circumstances would impede the sale of products as a result of lower demand. This shall also apply if such
circumstances arise when JOMO is in delay of acceptance.
2. JOMO is entitled to terminate the contract if such force majeure event lasts for more than four months and
JOMO no longer has an interest in fulfilling the contract after such event. Upon the Provider's request, at the
expiry term, JOMO shall indicate whether it enforces its waiving right or it accepts the products within an
appropriate term.
11. Liability
1. Provider is fully responsible and legally accountable for the fact that through its services or as a result of
JOMO's use of its products and services, no third party's protected rights are breached. Provider
undertakes to exempt JOMO in case of such breaches or violations.
12. Confidentiality
1. Parties are required to keep confidential all information that becomes accessible to them, that is referred to
as confidential data or that may be recognized after other circumstances as business secrets or operational
secrets, for a period of five years from delivery and not to record, forward or use thereof, unless such
information is necessary for the business relationship existing parties.
2. This confidentiality obligation becomes obsolete if the information of the other party was known on the basis
of evidences prior to the conclusion of this agreement or it was generally known or generally accessible
prior to entering into the contract or it becomes known to or accessible for the other party by other means
than the fault of the disclosing party. The information recipient shall be responsible to provide relevant
evidences to that effect.
3. The parties shall establish the confidentiality obligation over a period of five years after delivery, as well as the
obligation regarding non-capitalisation, non-transfer and non-authorized registration of such business
secrets or operational secrets, both for its own employees and empowered persons, and in particular for its
assisting employees and sub-contractors under appropriate contracts entered into for that purpose.
13. Final Provisions
1. Provider shall not transfer any rights or obligations to third parties nor shall it launch the order or essential
parts of such order to any third parties without the prior written consent of JOMO.
2. Provider is entitled to counter-performances exclusively when its compensation entitlement is determined
and acknowledged as not being enforceable or deriving from a judicial dispute. Provider may enforce a
retention right only when the counter-performance is based on the same contractual relationship.
3. Provider's sub-contractors are assimilated to its agents in fulfilling their obligations. They must be
immediately notified in writing to JOMO upon its request.
4. The legal relationship between Provider and JOMO is governed by the laws in force in the Federal Republic
of Germany under the exclusion of the UN treaty on Contracts for the international sale of goods (CISG).
5. The exclusive jurisdiction for all disputes arising from this business relationship between the Provider and
JOMO is the JOMO headquarters. JOMO is entitled to bring legal action at the provider's premises or at
another competent court. Commercial arbitration clauses are not applicable.
6. The delivery address indicated by JOMO is the place of delivery of goods by the Provider as well as the place
for satisfying all other delivery obligations. The place of rendering of all services by JOMO and the Provider
is JOMO's headquarters, unless otherwise agreed.
7. This contract is governed by the German language.
1. Scope of Application
1. These general supply terms and conditions are valid for, applicable to and govern only the business
relationships with legal entities and other independent businesses assimilated to legal entities, in their
ordinary course of business, as well as the business relationships with competent public law entities.
Consequently, these terms and conditions are governing the entire business relationship existing between
JOMO Thermomolding SRL (hereinafter referred to as „JOMO“) and the Provider, even though they are not
defined under the subsequent agreements. The general supply terms and conditions are correspondently
valid for all engineering and service supply works. Consequently, instead of delivery of supplied goods, the
beneficiary shall acknowledge the receipt thereof and in the case of services supply, the beneficiary shall
acknowledge the acceptance of the rendered services.
2. Provider’s terms and conditions which are contrary to and/or ancillary to and/or derogatory from these
general terms and conditions of supply shall not become an integral part hereto except for the case when
JOMO has previously stated its written agreement to that effect. These general supply terms and conditions
are also valid when JOMO unconditionally accepts a delivery from a supplier although it is fully aware of all
such contrary, ancillary and/or derogatory terms and conditions.
3. All contrary, ancillary to or derogatory agreements from these general terms and conditions of supply
existing between JOMO and Provider shall be contemplated in a formal written document.
4. All rights to which JOMO is entitled under the legal provisions or other agreements in force, outside these
general terms and conditions of supply shall remain unaffected.
2. Execution, Amendment and Implementation of Agreement
1. All Provider’s offers, concepts, projects, itemized estimates, patterns and samples are and shall be
delivered free of any additional costs to JOMO. Upon JOMO’s request, these shall be promptly retrieved by
the Provider who shall cover all afferent costs to such retrieval.
2. An order becomes mandatory only after it has been issued by JOMO via a formal written form or in the case
of a verbal order, if it has been properly acknowledged via a written document, by the Provider. An order
prepared using automatic devices, with no signature affixed and/or indication of name, is also considered to
be a written order. Where the order contains errors, obvious misspellings and calculation errors, it shall not
be mandatory for JOMO.
3. The Provider is bound to promptly issue, one week at the latest from the date the order has entered the
Provider's system, a written confirmation of such order where the price and the delivery term are expressly
specified. Any deviations in the order confirmation compared to the initial order shall be validly agreed only
after they have been acknowledged by JOMO via a written note. The same shall also apply to any other
subsequent changes to the contract.
4. Order confirmations, shipping notes, shipping bills, delivery notes, invoices and other documents issued by
the Provider shall contain all relevant ordering details, particularly the order number, the order date and the
provider number.
5. Silence from JOMO regarding any offers, requests or other statements made by the Provider shall be
regarded as an approval only if this has been previously agreed in written form.
6. Where its is found that, during the execution of this agreement, deviations from the initially agreed
specification are needed and useful, the Provider is bound not only to promptly notify JOMO, via a formal
written note, about this aspect, but also to put forwards amendment proposals. JOMO shall inform the
Provider if and what changes are needed to be made to the initial order. At any time JOMO shall be entitled
to make relevant changes, particularly in respect to the composition of products. In such cases an
appropriate period of time should be given to the Provider to make the necessary changes in production.
Where these changes also modify the costs incurred by the Provider under this agreement, the Contracting
Parties shall negotiate an appropriate adjustment of the price. If no agreement is reached regarding any
price adjustment within a period of eight weeks from the written request for negotiations, JOMO shall be
legally entitled to terminate this agreement without having to send a termination note to that effect.
7. JOMO retains and reserves all copyrights, intellectual property rights, and defence rights regarding all
documents related to this agreement. Such documents shall be exclusively used for manufacturing
purposes under JOMO's order and therefore shall not be accessible to any third parties without JOMO's
prior written consent. Provider shall return all JOMO's documents upon the latter's request if such
documents are no longer required during the ordinary course of business. The same applies particularly to
all concepts, samples, patterns and templates belonging to JOMO.
8. Prior to entering into the agreement, Provider is bound to promptly inform JOMO by means of a formal
written note whether the products subject to the order are covered by the provisions in force in the Federal
Republic of Germany concerning any export controls or by other restrictions on the free movement of goods.
In the event of an incorrect information, and in particular in case of failure to provide information or whether
false, incomplete or outdated information is provided, JOMO shall be fully entitled to withdraw from the
contract if this requirement is not fulfilled within a reasonable period of time, clearly determined by it and
irrespective of the Provider's fault. The same applies if the products are covered by an export control or by
other restrictions on the free movement of goods. The remaining rights applicable to JOMO remain
unaffected.
9. Where the provider's patrimonial relations are significantly worsened or where the well-founded claim for
opening the insolvency proceedings or any other similar procedure on the provider's patrimony is denied
due to lack of assets, JOMO shall be legally entitled to fully or partially terminate the agreement.
3. Packing, shipment and transport,
delivery and acquisition of property rights
1. Provider shall at any time comply with JOMO's specifications regarding the shipment of products,
particularly the provisions in force concerning transport, packaging and delivery. The products shall be
delivered in proper packages consisting with the type of such goods. Products shall be packaged so as to
avoid the occurrence of any damages during transportation. There shall be used only the necessary amount
of packaging materials for this purpose. The provider shall mark all packages particularly indicating the
amount / volume of delivery, the item and material numbers, the delivered quantity, the production date and
the ordering details, especially the order number, the order date and the provider number.
2. All deliveries shall be accompanied by a simple delivery note envisaging the delivery volume, the item and
material numbers, the delivered quantity, the production date and the relevant order details, in particular the
order number, order date and the provider's reference number.
3. In addition to the delivery of goods, the Provider is bound to comply with the German Regulation on
dangerous goods (GefStoffV), particularly to properly wrap and mark the products and to expressly make
reference to the products' dangerous ingredients in the relevant delivery note.
4. The Vendor also declares and represents that it complies with the requirements of EU Regulation (EC) no.
1907/2006 (REACH), in particular the requirements of Attachments XIV and XVII, as well as with the current
version of the SVHC Candidate List of the European Chemicals Agency (ECHA) in relation to the goods
delivered to the Purchaser. The Vendor is bound to regularly check whether its products are consistent with
the latest updates of the SVHC Candidate List a European Chemicals Agency and, at the same time, it
undertakes to immediately inform the Puchaser to that effect. The Vendor shall be fully liable and
accountable for all damages caused to the Purchaser as a result of its failure to comply with the
aforementioned Regulations. For every separate delivery, the Vendor is bound to acknowledge that no toxic
substances are contained by the goods subject to delivery.
Therefore, the following shall be acknowledged on every invoice issued by the Provider: „Products delivered
by (Provider’s name and business address) to JOMO Thermomolding SRL are consistent with the
requirements of the latest version of CADS Restricted Substances List (RSL) as well as with REACH
1907/2006, in its current version“.
Upon the Purchaser’s request and in relation to the products delivered to it, the Vendor shall attach the
relevant testing certificates issued by an approved testing institute. All testing certificate shall be directly
related to the type of materials that have been delivered and particulalrly, to the batch of proructs subject to
delivery. Copies of all testing reports shall be forwarded to the Purchaser prior to delivery, either via fax or
email. For every new batch of goods taken over by the supply department with JOMO thermomolding, the
Vendor shall submit the relevant testing certificate.
5. JOMO shall be promptly advised about every shipment of products.
6. Provider shall always enter into a relevant cargo insurance policy and shall always produce written
evidences to that effect, upon JOMO’s request.
7. Deliveries shall be made exclusively on weekdays, within the normal business hours from Monday to Friday,
from 07:00 a.m. to 03:00 p.m. Provider shall hold JOMO harmless against each and every third party's
claims in relation to the deliveries made outside of these business hours, unless such delivery occurs due to
other causes than the provider's fault.
8. After their acceptance, products shall pass directly and freely of any charges to JOMO's property. The
Vendor declares and represents that it is entitled to resell and transfer the ownership over such products.
4. Delivery Term
1. All delivery terms and periods contemplated by the relevant order(s) or otherwise agreed are mandatory.
Delivery terms shall begin to run once the order is formally launched. Within the delivery period or at the
agreed delivery time, the products must have already reached the delivery address indicated by JOMO.
2. Where the provider finds that it cannot comply with the delivery term, it shall immediately notify JOMO in
writing indicating the reasons for such failure and the expected term of delay.
3. In the event of Provider's delay, JOMO is entitled to charge 0,5% delay penalties of the net order value for
every commenced week of delay, up to 5% of the net order value, unless the delayed delivery occurs from
other caused than the provider's fault. JOMO shall exercise its right to charge penalties at the latest with the
final payment. Exclusion of liability occurs in cases of force majeure. The rest of the existing rights for JOMO
shall remain unaffected. JOMO's right to request the completion of delivery shall be extinguished only after
the payment, by the Provider, upon JOMO's request, of compensations in return for and in the account of
the improper delivery. Under no circumstances shall the reception of delayed delivery be considered as a
waiver of claims or penalties.
4. Deliveries prior to the agreed delivery date are permitted only with prior written approval from JOMO. JOMO
shall be entitled to store the early deliveries, at the Provider's expense, without written approval and to
return thereof, at its own costs, except for the cases when the volume of delivery is insignificantly or where
the Provider is not culpable for such early delivery.
5. Prices and Payment Term
1. The price outlined in the order is mandatory. The price - unless otherwise provided in other written
agreement - means "free at the place of use" and it includes in particular all packing, shipping (including
dispatching), transport and insurance costs up to the delivery address indicated by JOMO as well as all
customs duties or other public duties. The legal VAT rate is included in the price unless it is expressly
referred to as net price. Where, under exceptional circumstances, the transport and shipping costs are not
included in the price and JOMO agrees, in a formal written note to cover such costs, these costs shall be
valid and payable within the limit of the cheapest shipping and transport fees, even though the observance
of delivery terms imposes the use of a faster transport means.
2. Where the delivery is VAT-exempted, the Provider is bound to produce all necessary evidences to that effect, if such
procurement of the evidences falls with his competence. For all deliveries provided within the European Union, the
Provider is bound to indicate its VAT number by means of a formal written note, without being required to do so, as well
as to demonstrate its legal status and to contribute to the accounting and supporting evidences of the export.
3. JOMO shall receive the invoice issued by the Provider in a simple copy. The invoice shall be attached to the
delivery. Invoices without order number, order date, and vendor number shall not be deemed received.
4. Payment shall be made after the receipt of products and subsequent to the reception of the relevant invoice,
within 14 days, with a discount of 3% sconto, or within 90 days net or according to the parties' agreement.
Payments shall be made exclusively to the Provider and subject to the Beneficiary's right to check the
invoice. JOMO is entitled to make the payment according to its own choice by checks or by bank transfer. In
the event of an improper delivery, JOMO is entitled to postpone the payment until the delivery is made
properly, without losing the rebates, discounts and other such price discounts. The payment term begins to
run once the deficiencies have been fully cured. In case of early delivery, the payment term begins to run at
the expiry of the original delivery term, at the earliest, upon the expiry of the agreed delivery date. Where the
Provider is bound to provide material samples, test reports, quality certificates or other documents, the
receipt of products shall trigger the payment term only from the date such samples and/or documents are
handed over to JOMO.
6. Risk Transfer
1. Provider shall take over the risk of accidental damage and accidental deterioration of products until handing
them over to JOMO.
2. Where the provider is required to install or mount the products at JOMO's premises, then the risk of
accidental damage and accidental deterioration of products shall pass to JOMO only after the products have
been installed or mounted and accepted, respectively. This is also the case when JOMO has taken over
certain services, such as transport costs.
7. Legal Warranty, Claims regarding Deficiencies and Guaranties
1. Provider guarantees that the delivered products comply with the agreed specifications, the approved
samples and the relevant legal provisions as well as the provisions and directives of the competent
authorities, professional unions and expert organisations and the related DIN guidelines.
2. JOMO is bound notify the Provider about any visible deficiencies after the delivery of products and to warn
the latter about any hidden flaws immediately after their discovery. For deliveries comprising numerous
similar products, JOMO is bound to check an adequate quantity of such delivered products to identify
whether they are deficient or not. Where the products become non-marketable as a result of such checks,
the quantity subject to verification shall be diminished accordingly. Where certain individual samples of the
delivered products that are randomly drawn, show flaws or deficiences, then JOMO may require either the
sorting / separation of the defective parts by the Provider or may issue claims in respect to such
deficiencies in accordance with the legal provisions in force. If, due to product deficiencies, a more
elaborate control is required, exceeding the ordinary checking procedure, the costs for this control shall be
borne by the Provider. In the event that JOMO delays the notification regarding the deficiencies or if such
notification is lost, the timely return of the goods is sufficient for the defects in the notification form be
considered covered.
3. Where an ongoing delivery process takes place between JOMO and the Provider, the latter is required to run
its own quality management system and to produce and check the items to be delivered under this quality
management system. In the event that for the production and quality assurance regarding the products to be
delivered the Provider acquires certain equipments of production and inspection, software, services,
materials and other s imilar means from sub-contractors, then the Provider is bound to either include the
latter in its quality management system or to manage the quality of pre-deliveries by itself. Provider shall
firstly complete its own tests on materials. Provider shall document how the quality assurance
measurements are to be carried out and shall keep these records as well as any possible samples of the
products to be delivered. This will give JOMO the right to examine the logs, to have the records explained
and to make copies of both the records and any possible samples. JOMO shall promptly check after receipt
of products whether they are consistent with the number of pieces and type ordered and whether there are
any visible deficiencies caused by transport. Where during these checks or afterwards any deficiencies or
flaws are found, JOMO shall claim such aspect to the Provider. No other acceptance check of goods shall
take place.
4. Where the delivered products cannot be released due to deficiencies in terms of their conformity with the
applicable legal provisions or if, as stipulated, such products need to be disposed of by JOMO, JOMO is
entitled to complete the disposal of such products imputing the afferent costs to the Provider, unless the
latter is not culpable for such deficiencies and/or flaws.
5. In the event of product deficiencies, JOMO is entitled, without prejudice to legal claims for deficiencies, to
require either immediate cure or the delivery of flaw-free products by the Provider. The Provider shall cover
all necessary costs for such cure. The same applies where the products were shipped to a place other than
the delivery address specified by JOMO. Should the Provider fail to discharge its obligation to provide a
subsequent delivery within a reasonable timeframe set by JOMO, then, after the expiry of such period odf
time, JOMO may, on its own or through a third party, take the necessary measures at the supplier's costs
and risk, except of the case when such circumstances are not attributable to the Provider's fault. Setting of
such term is unnecessary if the Provider rejects both ways of performing its subsequent performance or if
the subsequent fulfilment has failed or it is not reasonable for JOMO. Subsequent fulfilment is not
reasonable for JOMO, especially if JOMO has already sent products with deficiencies to third parties.
Setting a deadline is unnecessary if the Provider refuses to firmly and finally satisfy its obligation and if
there are special circumstances justifying the immediate enforce of claims for deficiencies. Special
circumstances exist particularly in urgent cases where a subsequent fulfilment of obligations by the
Provider cannot simply remove or otherwise eliminate the damage that JOMO might incur. If setting a
deadline is unnecessary then JOMO is legally entitled to take all necessary measures, at the Provider's
costs and risk, provided that the former duly notifies the Provider to that effect. The rest of the existing
rights for JOMO shall remain unaffected.
6. Under no circumstances shall the receipt of products as well as processing, payment and re-ordering of the
products that have not been found to be deficient or have not yet been claimed, be equivalent to either an
approval of the delivery by JOMO or a waiver by JOMO to enforce its rights in respect to any potential
deficiencies.
7. The limitation period for any claims derived from deficiencies to be enforced by JOMO is 36 months from the
date of delivery of such products. This is not applicable if the Provider has deliberately concealed such
deficiency. Where defective products have been used to erect or as part of a building in accordance with
their normal range of use and therefore have caused a deficiency or a flaw in a construction, the limitation
period covers five years.
8. Legal provisions on the purchase of goods by the final consumer at the end of the delivery chain remain
unaffected.
9. All other guarantees of the Provider shall remain unaffected.
8. Liability for Products
1. Provider shall exonerate JOMO from any third party's claims in relation to national and international liability
for products, unless it is not liable for such flaws in accordance with the applicable product liability laws. The
rest of the existing rights for JOMO remain unaffected.
2. Under this exemption clause, the Provider must reimburse to JOMO, in particular, those expenses that are
generated by JOMO's warning, replacement or recall actions. JOMO shall notify the Provider in relation to
the content and amount of measures to be taken, and it shall also give the latter the opportunity to state its
position, if this is possible and reasonable. The Provider shall support JOMO to implement all measures to
be taken and to take all steps required by JOMO.
3. Provider is required to enter into and put in place a mandatory product liability insurance, a product recall
insurance with worldwide coverage and a suitable financial coverage for products of at least EUR 1 million
for personal injury (for individual persons) and at least EUR 1 million for every material damage caused or
incurred. Provider hereby gives up the claims of the Compulsory Product Liability and Product Recall
Insurance as well as any ancillary rights in favor of JOMO. JOMO accepts this assignment. If under the
insurance contract the assignment is not allowed, the Provider shall ask the insurer to make any necessary
payments exclusively to JOMO. The rest of the existing rights for JOMO shall remain unaffected. Provider
shall demonstrate to JOMO, upon the latter's request, the conclusion and existence of mandatory product
liability and product recall insurances. Provider hereby waives any action and omission that may endanger
the protection or coverage provided by the aforementioned insurance policies.
4. Where the Provider fails to properly discharge its duties as per the provisions set forth by par. 3 above,
JOMO may without however needing to enter into a mandatory product liability insurance and a and product
recall insurance, respectively.
9. Third Parties‘ Intellectual Rights.
1. Provider guarantees that both the delivery and use of products do not infringe any patents, industrial
designs, licenses or other intellectual property rights and any rights of third parties. This does not apply for
the products developed by JOMO.
2. Where any claims for breaching these rights are filed against JOMO or its clients, the Provider shall hold
JOMO harmless against such claims. This exemption duties relates to all expenses that are caused to or
incurred by JOMO in connection with the use of such products. JOMO shall be entitled particularly to obtain
approval to use such products from any third parties. The exemption obligation is not valid if the supplier is
not culpable for infringing or otherwise breaching any third party's protected rights.
10. Force Majeure
1. Where due to an event of force majeure, JOMO is prevented from discharging its contract duties and
obligations, in particular as regards to the reception of products, JOMO shall be exempted from satisfying
such obligation during the period in which the force majeure event occurs, without any obligation to pay
compensations to the Provider. The same applies if JOMO cannot fulfil its obligations due to unforeseeable
circumstances that are not imputable to JOMO, notably by way of strikes, measures taken by authorities,
power shortage or significant operational deficiencies. JOMO may refuse to accept products if such
circumstances would impede the sale of products as a result of lower demand. This shall also apply if such
circumstances arise when JOMO is in delay of acceptance.
2. JOMO is entitled to terminate the contract if such force majeure event lasts for more than four months and
JOMO no longer has an interest in fulfilling the contract after such event. Upon the Provider's request, at the
expiry term, JOMO shall indicate whether it enforces its waiving right or it accepts the products within an
appropriate term.
11. Liability
1. Provider is fully responsible and legally accountable for the fact that through its services or as a result of
JOMO's use of its products and services, no third party's protected rights are breached. Provider
undertakes to exempt JOMO in case of such breaches or violations.
12. Confidentiality
1. Parties are required to keep confidential all information that becomes accessible to them, that is referred to
as confidential data or that may be recognized after other circumstances as business secrets or operational
secrets, for a period of five years from delivery and not to record, forward or use thereof, unless such
information is necessary for the business relationship existing parties.
2. This confidentiality obligation becomes obsolete if the information of the other party was known on the basis
of evidences prior to the conclusion of this agreement or it was generally known or generally accessible
prior to entering into the contract or it becomes known to or accessible for the other party by other means
than the fault of the disclosing party. The information recipient shall be responsible to provide relevant
evidences to that effect.
3. The parties shall establish the confidentiality obligation over a period of five years after delivery, as well as the
obligation regarding non-capitalisation, non-transfer and non-authorized registration of such business
secrets or operational secrets, both for its own employees and empowered persons, and in particular for its
assisting employees and sub-contractors under appropriate contracts entered into for that purpose.
13. Final Provisions
1. Provider shall not transfer any rights or obligations to third parties nor shall it launch the order or essential
parts of such order to any third parties without the prior written consent of JOMO.
2. Provider is entitled to counter-performances exclusively when its compensation entitlement is determined
and acknowledged as not being enforceable or deriving from a judicial dispute. Provider may enforce a
retention right only when the counter-performance is based on the same contractual relationship.
3. Provider's sub-contractors are assimilated to its agents in fulfilling their obligations. They must be
immediately notified in writing to JOMO upon its request.
4. The legal relationship between Provider and JOMO is governed by the laws in force in the Federal Republic
of Germany under the exclusion of the UN treaty on Contracts for the international sale of goods (CISG).
5. The exclusive jurisdiction for all disputes arising from this business relationship between the Provider and
JOMO is the JOMO headquarters. JOMO is entitled to bring legal action at the provider's premises or at
another competent court. Commercial arbitration clauses are not applicable.
6. The delivery address indicated by JOMO is the place of delivery of goods by the Provider as well as the place
for satisfying all other delivery obligations. The place of rendering of all services by JOMO and the Provider
is JOMO's headquarters, unless otherwise agreed.
7. This contract is governed by the German language.