I. GENERAL
(1) These General Terms and Conditions of Purchase ("GTC") shall apply to all business relations in connection with planning services for product and structural projects between Audi Planung GmbH, Neuhartshöfe 3, 85080 Gaimersheim ("Audi Planung", "Principal", "We" or "Us") and our contractors ("Contractor", Audi Planung and Contractor together the "Parties").
(2) The GTC shall apply in particular to agreements on the provision of planning services of any kind as specified in more detail in the respective written orders or call-offs of Audi Planung ("Order") or project contracts agreed in writing by the Parties ("Project Contracts") ("Order" or "Project Contract" hereinafter referred to as "Agreement" or "Contract") on which these GTC are based ("Planning Services").
The GTC shall also apply to all future agreements with the Contractor, insofar as this is a commercial transaction on both sides, without us having to refer to them again in each individual case. The version of the GTC applicable at the time of conclusion of the contract shall be decisive. 4.
(4) These GTC and any other agreements applicable pursuant to Section I. 5. shall apply exclusively. Deviating, conflicting or supplementary General Terms and Conditions of the Contractor shall only become part of the contract if and to the extent that we have expressly consented to their application in writing. This requirement of consent shall apply in any case, for example even if we accept the Contractor's services without reservation in the knowledge of the Contractor's general terms and conditions.
(5) Individual agreements made with the Contractor in individual cases (including collateral agreements, supplements, amendments) shall in any case take precedence over these General Terms and Conditions. Our written confirmation shall be authoritative for the content of such agreements.
(6) Legally relevant declarations and notifications to be made to us by the Contractor after conclusion of the contract (e.g. setting of deadlines, reminders, declaration of withdrawal) must be made in writing to be effective (text form is not sufficient).
II. CONCLUSION OF THE CONTRACT, START OF THE CONTRACT AND TERMINATION
1. an agreement with us shall be concluded by written acceptance of a written offer by one of the parties (e.g. a written order by us) or by a project contract agreed upon by the parties in writing. The contractor has no right to conclude an agreement.
2. our written order or the offer to conclude a project agreement shall be confirmed in writing by the contractor within a period of seven (7) working days. A delayed declaration of acceptance shall be deemed to be a new offer and shall require acceptance by us. Acceptance of an order shall also be deemed to have been given if the Contractor commences performance immediately after receipt of the order, i.e. within the aforementioned period.
If no other date is agreed in the order or the project contract, the contract shall commence at the earliest at the time of the conclusion of the contract and shall end upon complete performance of all contractual services.
4. in the case of continuing obligations, we are entitled (even without good cause) to terminate the contract at any time by giving four (4) weeks' notice. In this case, Audi Planung will only pay for the services rendered up to the date of termination. Decisive for this is the degree of completion according to the agreed schedule. The right of Audi Planung to terminate the contract according to § 648 BGB remains unaffected. 5.
5 Either party may terminate the contract without notice for good cause. Good cause shall be deemed to exist in particular if (i) an application for the opening of insolvency proceedings, a protective shield or other comparable proceedings has been filed against the assets of the respective other party, or (ii) insolvency proceedings have been opened against the assets of the respective other party or the opening has been rejected for lack of assets, or (iii) proceedings for the acceptance of an affidavit are conducted against the respective other party. Audi Planung may also terminate the contract for good cause if (i) the performance of the contract is recognizably jeopardized by the Contractor's inability to perform, or (ii) the Contractor or its legal successor fails to perform in accordance with the contract despite a reminder with a reasonable grace period.
III. PRINCIPLES OF PERFORMANCE
(1) Our regulations and requirements in purchase orders or project contracts as well as, if applicable, our documents for the technical, commercial and/or legal invitation to tender as well as, if applicable, our invitation to tender or our specifications shall be solely authoritative for the content and scope of the planning services, unless expressly agreed otherwise in writing. The agreements underlying these General Terms and Conditions shall in particular also govern the scope of the planning services, objectives, deadlines, specifications to be observed and other special features to be observed by the Contractor. 2.
The Contractor shall ensure that it is aware of all DIN, VW, Audi and other standards, laws, ordinances and provisions that it must observe when performing services on the basis of statutory requirements or any other corresponding agreement. This shall also include the information security documents of AUDI AG and VW AG, available at www.vwgroupsupply.com in their currently valid version. Should the contractor have doubts about the applicability of individual standards or regulations, he shall consult with Audi Planung and bring about a clarification of the doubtful issues. The standards and regulations mentioned in this section are part of the contract. The Contractor is obligated to fulfill the obligations resulting from these standards and regulations. 3.
(3) Unless otherwise agreed in writing, the contractor shall perform the planning services on a contract-for-work basis, taking into account the latest state of the art, in a proper and qualitatively flawless manner and on schedule.
4. Audi Planung is entitled to convince itself of the respective exact state of execution of the scope of services of the contractor at any time after prior notification within the normal business hours in the plants and/or workplaces of the contractor. The Contractor is obliged to include a similar right in its contracts with subcontractors for the benefit of Audi Planung. 5.
(5) The contractor shall protect the rights and interests of the customer within the scope of the performance of services. Unless Audi Planung has given express written authorization (text form is not sufficient), the contractor shall not conclude, cancel or amend any contracts in the name of or on behalf of Audi Planung or its principals (e.g. AUDI AG), enter into any legal or financial obligations for Audi Planung or its principals or enter into any other agreements that are legally binding for Audi Planung or its principals or perform any legally binding actions.
6. the contractor is free in the arrangement of his working time. However, he shall coordinate with us for the cooperation of the parties and for the observance of deadlines. The Contractor shall be solely responsible for compliance with the provisions of the Working Hours Act in the case of its own personnel employed by the Contractor to perform planning services. 7.
7. the contractor is free to choose the place of performance. Insofar as it is necessary to perform the services on the factory premises or on the premises of us or our customers, this shall require prior coordination between us and the Contractor. The planning and execution of any business trips required for the performance of services shall be carried out by the Contractor independently and on its own responsibility. 8.
(8) The Contractor undertakes to comply with all mandatory statutory, trade association and other safety regulations and requirements, in particular with regard to occupational health and safety, applicable on the company premises or on the premises of Audi Planung and its customers (e.g. AUDI AG). Insofar as the Contractor employs third parties for the provision of planning services, it shall conclude agreements with these third parties or ensure in another way that the safety regulations and requirements described in this paragraph are complied with by the third parties employed. 9.
9 The Contractor undertakes to comply with the regulations on payment of the statutory minimum wage with regard to all services to be provided for Audi Planung. Should Audi Planung, as the client, be charged in accordance with § 13 MiLoG in conjunction with § 14 AEntG, the contractor is obliged to pay the minimum wage. § 14 AEntG due to a breach of the aforementioned obligation by the contractor, the contractor shall indemnify Audi Planung against any obligations (including any legal costs, administrative fines and any other claims by social insurance agencies) arising from the claim. The contractor is obligated to comprehensively support Audi Planung with regard to the defense in the event of a claim. Furthermore, the Contractor undertakes to impose the same obligations on any subcontractors used in accordance with Section V. 10.
(10) The Contractor shall be obliged to comply with the statutory provisions on data protection. In particular, it shall ensure that its own employees are obligated to maintain data secrecy in accordance with Section 5 of the German Federal Data Protection Act (Bundesdatenschutzgesetz) or comply with the corresponding obligations under the German Data Protection Regulation (DatenschutzGrundverordnung - DS-GVO).
11. all documents and data received by the contractor within the scope of the contractual cooperation are only provided on loan. Upon termination of the planning services, these are to be returned to us in full without delay.
IV. PROJECT MANAGER
(1) For the purpose of their cooperation, the parties shall each appoint, at the latest upon commencement of the planning services by the Contractor, a responsible person who shall be available to the other party as a contact person in connection with the planning services, in particular for the clarification of questions. Insofar as the respective contact person is not authorized to issue declarations that are required in connection with the planning services, he/she shall immediately inform the persons or bodies of Audi Planung or the contractor authorized to do so and bring about a decision.
V. OPERATING RESOURCES / OWN EMPLOYEES / SUBCONTRACTORS
(1) Unless otherwise agreed, the Contractor shall be responsible for the operating resources required to perform the planning services (i.e. all IT equipment, plant, machinery and other equipment required by the Contractor to perform the services), in particular for the procurement and maintenance of its operating resources.
2. to the extent necessary and possible, separate agreements shall be concluded with regard to supplies subject to a charge, e.g. for premises made available to the Contractor by Audi Planning. The same shall apply to equipment of Audi Planung or its clients, such as laptops. 3.
The use of subcontractors (including so-called freelancers) for the provision of services is only permitted to the contractor with the prior written consent of Audi Planung. Audi Planung is entitled to object to the further use of subcontractors for good cause (e.g. in the event that the subcontractor proves to be unreliable in the performance of the service). The subcontractors used by the Contractor shall act as its vicarious agents in the performance of the service owed under this Agreement. In the event of subcontracting, the Contractor shall ensure that all material contractual obligations imposed on it in each case are also imposed on the subcontractor accordingly. The use of subcontractors shall not release the Contractor from its sole obligation to perform the planning services in full. 4.
(4) The persons employed by the Contractor for the performance of services shall not enter into an employment relationship with us and shall not be subject to our professional or disciplinary authority to issue instructions. This shall apply in particular if and to the extent that persons employed by the Contractor perform services on our premises in individual cases. The persons employed by the Contractor to perform services shall be subject solely to the Contractor's right to issue instructions. However, the provision in this clause V.4. shall in particular not affect our right to issue instructions by safety bodies within the scope of occupational safety to prevent accidents and in particular also not the right to issue performance and/or work-related instructions to the Contractor within the scope of the performance specified in these GTC. 5.
(5) The Contractor undertakes to take suitable measures to make it visually apparent to the employees or employees of subcontractors deployed to perform its planning services that they are employees of outside companies and that uninvolved third parties can recognize this beyond doubt at any time. Identification cards shall be worn visibly.
VI. TIME OF PERFORMANCE, DELAY, PLACE OF PERFORMANCE AND TRANSFER OF RISK
(1) The agreed time of performance or delivery shall be binding (including agreed interim deadlines). The Contractor shall be obliged to notify us in writing without delay if it is likely that it will not be able to meet agreed performance or delivery times - for whatever reason. The Contractor shall set out in writing the reasons for the delay and the remedial measures planned by Audi Planung. This shall in no way constitute a claim for postponement of the performance or delivery time. 2.
If the contractor does not provide his planning services or does not provide them within the agreed performance time or if he is in default, our rights - in particular to withdrawal and compensation - shall be determined in accordance with the statutory provisions. 3.
(3) In the event that the Contractor is responsible for exceeding the delivery and/or performance deadlines and in the event of default, a contractual penalty in the amount of 0.25% of the correspondingly agreed net remuneration per working day of exceeding the deadline, but no more than 5% of the correspondingly agreed net remuneration, shall become due for payment after prior written warning, unless the parties have expressly agreed otherwise. The contractual penalty shall be offset against claims for damages due to delay. The Contractor shall be at liberty to prove to us that only minor damage has been incurred. The right to claim further damages shall remain unaffected. If we accept the delayed performance, we shall claim the contractual penalty with the final payment at the latest. 4.
4 The place of performance shall be Gaimersheim, Neckarsulm, Augsburg or Fulda at the discretion of Audi Planung. If a place of performance is not specified separately, it shall be the registered office of Audi Planung. 5.
(5) The risk of accidental loss or accidental deterioration of the services shall not pass until handover or acceptance at the place of destination specified by Audi Planung. In the case of partial services, this shall only apply once the service has been provided in full, unless otherwise agreed in individual cases.
VII. CHANGES
(1) When performing the planning services, the contractor shall take into account any request for changes by Audi Planung, in particular for extension, restriction, modification or termination of planning services. In this respect, Audi Planung may at any time request in writing changes to the agreed services in terms of time and content. In the event of a change request by Audi Planung, the Contractor shall inform Audi Planung in writing within ten (10) working days as to whether the change is possible and what effects it will have on the contractual performance, in particular on deadlines, expenditure, remuneration and cooperation.
(2) Changes to the contractual services which the Contractor must make in order to achieve the agreed specifications in each case shall not, in principle, lead to changes in price or schedule.
3. during the examination of a change request, the services shall be continued in accordance with the existing contract. They shall only be interrupted in whole or in part upon written instruction of Audi Planung; then deadlines shall be extended by the duration of the interruption.
Insofar as the examination of the change request requires considerable effort, the contractor may charge the examination effort separately, insofar as he has informed Audi Planung of this and the extent of the examination effort in writing immediately after receipt of the change request and Audi Planung still wishes the examination in view of this information and confirms this to the contractor in writing. 5.
Audi Planung shall inform the Contractor in writing within a reasonable period of time after receipt of the test result whether the request for change is to be maintained. Corresponding change agreements must be in writing. 6.
If no agreement is reached on a change request, both parties shall inform the respective project manager or contact person of the cause, content and consequences of the requested change as well as the reasons for the failure to reach agreement. The respective project managers or contact persons shall immediately make a decision or bring about a decision by persons or bodies of the respective party commissioned for this purpose.
VIII. REMUNERATION AND TERMS OF PAYMENT
(1) The remuneration stated in the respective agreement shall be binding. The remuneration is to be understood as net remuneration plus the respective statutory value added tax.
(2) The remuneration stated in the respective agreement shall cover all services. Travel and accommodation expenses shall only be reimbursed if expressly provided for in the respective agreement. 3.
(3) If remuneration is agreed in the agreement on the basis of time spent, the Contractor shall provide evidence of its performance by means of corresponding time recording vouchers. The Contractor shall submit the time recording vouchers to us on a weekly basis. The Customer shall have the right to verify the proper time recording in the time recording vouchers. For this purpose, the Contractor shall provide us with comprehensive information and allow us to inspect relevant documents and records. The Contractor shall also permit us to carry out a corresponding inspection on the Contractor's premises during its regular business hours or to have such inspection carried out by third parties bound to secrecy. The unconditional acceptance of the time recording vouchers shall not constitute any approval by us, in particular no acceptance of the planning services in the sense of Section IX.
4. remuneration shall be paid no later than 30 days after receipt of an auditable invoice from the contractor that meets the requirements of tax law to the responsible office specified in the agreement or otherwise by us. However, payment shall only become due when the planning services have been fully performed by the Contractor and accepted by us or handed over to us in full.
5. the interest on arrears shall amount to 5 percentage points per annum above the base interest rate. The statutory provisions shall apply to the occurrence of our default, whereby, in deviation from this, a written reminder (text form is not sufficient) by the contractor shall be required in each case.
(6) We shall be entitled to rights of set-off and retention as well as the defense of non-performance of the contract to the extent provided by law. In particular, we shall be entitled to withhold payments due as long as we are still entitled to claims against the Contractor arising from incomplete or defective performance. The Contractor may only declare a right of retention or a right to refuse performance or a set-off insofar as the counterclaim has been legally established or is undisputed.
IX. ACCEPTANCE
(1) As soon as the contractor has completed the services owed by him, he will inform Audi Planung of this.
(2) Unless otherwise agreed, the contractor shall check the planning services himself before handing them over to Audi Planung to see whether they meet the contractual requirements.
Audi Planung shall check the planning services provided and handed over in a verifiable form within a reasonable period of time after being informed of the conclusion by the Contractor. This inspection does not constitute productive use of the planning services.
If there are no defects, we shall declare acceptance. If there are any defects, they shall be recorded and the Contractor shall remedy them without delay. After the defects have been remedied, the services shall be handed over to us again for acceptance. 5.
(5) Unless otherwise agreed, we shall not be obliged to accept partial performances. The acceptance of partial services does not restrict us from asserting defects in partial services already accepted during the overall acceptance, insofar as such defects only become apparent through the interaction of partial services.
X. DEFECTS AND NOTICES OF DEFECTS
(1) The statutory provisions shall apply to our rights in the event of material defects and defects of title and in the event of other breaches of duty by the Contractor, unless otherwise stipulated below. In the event of a material defect or defect of title in accordance with the statutory provisions, we shall be entitled in particular to reduce the remuneration or to withdraw from the contract. In addition, we shall be entitled to claim damages and reimbursement of expenses in accordance with the statutory provisions. 2.
(2) The Contractor shall be liable in particular for ensuring that the planning services have the agreed quality upon acceptance or upon transfer of risk to us. In any case, the descriptions and specifications which - in particular by designation or reference in our order - are the subject matter of the respective contract or have been included in the contract in the same way as these General Terms and Conditions shall be deemed to be an agreement on the quality. It makes no difference whether the product description originates from us, from the contractor or from another third party. 3.
3. we shall also be entitled to claims for defects without limitation if the defect remained unknown to us at the time of conclusion of the contract as a result of gross negligence.
4. the statutory provisions (in particular §§ 377, 381 Para. 2 HGB) shall apply to the commercial duty to inspect and give notice of defects, insofar as applicable, with the following proviso: our duty to inspect shall be limited to defects which become apparent during our incoming goods inspection under external appraisal including the delivery documents as well as during our quality control in the random sampling procedure (e.g. transport damage, wrong and short delivery). Insofar as an acceptance is to take place, there is no obligation to inspect. In all other respects, it shall depend on the extent to which an inspection is feasible in the ordinary course of business, taking into account the circumstances of the individual case. Our obligation to give notice of defects discovered later shall remain unaffected. 5.
The costs incurred by the Contractor for the purpose of inspection and rectification (including any removal and installation costs) shall be borne by the Contractor even if it turns out that there was actually no defect. Our liability for damages in the event of an unjustified request for rectification of defects shall remain unaffected; in this respect, however, we shall only be liable if we recognized or were grossly negligent in not recognizing that there was no defect.
(6) If the Contractor fails to meet its obligation to remedy the defect - at our option by remedying the defect (rectification) or, if applicable, by remanufacturing the work - within a reasonable period of time set by us or if the rectification fails, we shall be entitled to remedy the defect ourselves and to demand reimbursement of the expenses required for this purpose or a corresponding advance payment from the Contractor. Any further claim for damages shall remain unaffected.
(7) If subsequent performance by the Contractor has failed or is unreasonable for us (e.g. due to particular urgency, risk to operational safety or imminent occurrence of disproportionate damage), no deadline need be set; we shall inform the Contractor of such circumstances without undue delay, if possible in advance.
(8) Our claims for defects shall become statute-barred three (3) years after delivery of the service or, if acceptance was required, after acceptance of the service. If a longer limitation period is provided for by law, this shall apply.
XI. LIABILITY
(1) The liability of the Contractor shall be governed by the statutory provisions.
(2) We shall be liable for damages - irrespective of the legal grounds - in the event of (i) intent and (ii) gross negligence, (iii) insofar as we have fraudulently concealed a defect in a service provided or (iv) have assumed a guarantee for the quality as well as (v) for claims under the Product Liability Act. In the event of simple negligence, we shall only be liable (i) for damages arising from injury to life, limb or health (ii) for damages arising from the breach of a material contractual obligation (obligation the fulfillment of which is a prerequisite for the proper performance of the contract and on the fulfillment of which the contractual partner regularly relies and may rely); in this case, however, our liability shall be limited to compensation for the foreseeable, typically occurring damage. In all other respects, our liability is excluded, irrespective of the legal grounds. The above limitations of liability shall also apply in favor of our employees and vicarious agents as well as in favor of vicarious agents and subcontractors used in accordance with the contract.
XII. INDUSTRIAL PROPERTY RIGHTS AND COPYRIGHTS
1. The industrial property rights and copyrights as well as the know-how created by the contractor during the performance of the planning services during the term of the contract shall be the exclusive property of Audi Planung and shall be fully transferred by the contractor to Audi Planung in accordance with the following provisions. This shall apply to all work results that arise in connection with the planning services, in particular products, drawings, data, inventions, know-how, hardware and software (including the annotated source and object code) as well as all intermediate results arising in this connection and aids created for this purpose, documentation (including installation, usage and operating manuals as well as documentation for modification, maintenance or further development) as well as all other contents (e.g. service descriptions, specifications, manuals for the use of the software, etc.). e.g. service descriptions, specifications, studies, concepts, reports, papers, consulting documents, charts, diagrams, pictures, etc.), access numbers, domains, sub-domains, telephone numbers and other codes and characters or other performance results ("Results").
2. as far as in the context of the planning services copyright protected results arise, the contractor grants Audi Planung the exclusive, temporally and spatially unlimited, transferable as well as sub-licensable right of use to these with their emergence, at the latest with their handing over. This right of use includes in particular the duplication, distribution, public reproduction and making available to the public of the corresponding results in all known and unknown types of use, including the right to edit and further develop and to use the resulting results to the aforementioned extent. Unless otherwise agreed, this granting of rights shall include the source code and the documentation of any resulting software.
3. The Contractor undertakes to conclude valid and sufficient agreements with its employees (including representatives, consultants, freelancers and subcontractors) or to take all necessary measures to ensure the transfer (or, if a transfer is not possible under the relevant legal system, the comprehensive granting of rights of use) of the works, inventions, know-how and other industrial property rights created by this group of persons to Audi Planung. In particular, he shall make unrestricted use of the inventions - capable of being patented and/or registered as utility models - created by his employees.
4. insofar as the parties agree accordingly, the Contractor shall receive a simple, non-transferable and non-sublicensable right of use to individual planning services if this appears appropriate from the point of view of Audi Planung.
5. Insofar as this is necessary for the use of the results produced or supplied for us by the 5. Insofar as this is necessary for the use of the results created or delivered by the Contractor for us, the Contractor hereby grants us a non-exclusive, irrevocable, permanent, spatially unlimited, transferable, compensated right to use this intellectual property of the Contractor ("Intellectual Property of the Contractor") in works, other copyrights or other unprotected knowledge (know-how) of the Contractor already developed or used by the Contractor prior to the commencement of the contract (this includes in particular the right to reproduce, process and modify the intellectual property of the Contractor by us or third parties). 6.
6. We accept the aforementioned granting or transfer of rights. These are fully compensated with the remuneration. The Contractor shall ensure that all employee inventions or remuneration for co-authors arising during the performance of the planning services are transferred to us or rights to them are granted to us without additional remuneration by us.
7. The Contractor shall transfer all ownership of the results (as defined above) to us. We accept this transfer.
8. We alone shall be entitled to file applications for industrial property rights in respect of the results transferred in accordance with Sections 1 to 7. If, in individual cases, we do not wish to file applications for industrial property rights, we shall notify the Contractor in writing of the waiver of the application at the Contractor's request. The Contractor shall then be entitled to register the property right at its own expense. We shall be entitled to a non-exclusive, gratuitous right of use, unlimited in time, space and content and transferable. 9.
9. The Contractor shall document results in a suitable form. The Contractor shall prepare this documentation in German, or have it prepared, and hand it over to Audi Planung. In addition, the Contractor shall provide Audi Planung with the necessary information on the performance of the planning services and provide Audi Planung with an insight into the results available in each case, if so requested by Audi Planung.
10. If contractual services infringe the rights of third parties (including industrial property rights and copyrights), the Contractor shall, within the scope of subsequent performance, do everything reasonable to establish conditions in accordance with the contract by acquiring rights. If the acquisition of rights is not successful, the Contractor shall provide us with equivalent contractual services and delivery items (in particular the documentation) which do not infringe the rights of third parties (workaround solution). The workaround shall only be deemed equivalent if it does not or only insignificantly restrict the agreed usability of the contractual services and delivery items by us. The Contractor shall bear the costs of the workaround solution as well as any necessary adaptation of the environment of the contractual services, unless he is not responsible for the infringement of the rights of third parties. 11.
11.The Contractor shall indemnify us without limitation in terms of amount against all claims of third parties and associated costs due to infringement of the rights of third parties. This shall not apply if we are exclusively responsible for the infringement of the rights of third parties, in particular because the infringement is based exclusively on an inadmissible use of the contractual services by us in accordance with the Contractor's terms of use (e.g. inadmissible connection of software with third-party software). 12.
12. In the event that claims are asserted against us due to the infringement of third party rights by the contractual services, the Contractor shall be obliged to independently conduct the legal defense on our behalf at its own expense. We shall support the Contractor in the defense against asserted claims of third parties, to the extent necessary, to a reasonable extent at the Contractor's expense. We shall be entitled to conduct the legal defense ourselves, but shall coordinate this with the Contractor. In this case, the Contractor shall also be obliged to bear any necessary costs.
XIII. SECRECY
1. The Contractor shall keep secret the conclusion, the content and the execution of the planning services as well as all activities related to the execution of the planning services and these General Terms and Conditions.
2 The contractor undertakes to treat all documents, details, data, information and knowledge (hereinafter collectively referred to as "information") of Audi Planung made available to him or disclosed to him in the context of an order or other relationship with Audi Planung as strictly confidential, not to make them directly or indirectly available to third parties, either in whole or in part, and to use them exclusively for the purpose of performing the planning services.
3. The contractor is only permitted to use the information for its own purposes or for third parties if Audi Planung has given its express prior written consent to do so.
4. the contractor shall ensure that third parties do not gain access to the premises in which the work is carried out. Third parties within the meaning of the first sentence of these provisions are not employees of the Contractor whom the Contractor requires to carry out the respective orders. The Contractor shall ensure that all third parties (including employees of the Contractor) are subject to corresponding confidentiality obligations (as regulated in these GTC).
5. third parties within the meaning of this item XIII. shall not be deemed to be affiliated companies of VW AG within the meaning of §§ 15 et seq. AktG (German Stock Corporation Act).
6. insofar as the contractor has signed an Audi Planung non-disclosure agreement, the provisions contained therein shall take precedence over this item XIII.
XIV. MISCELLANEOUS
1. Should any provision of these GTC or of a contract be wholly or partially invalid or unenforceable or subsequently lose its validity or enforceability, this shall not affect the validity of the remaining provisions. In this case, each party shall have the right to demand the agreement of a legally effective, feasible provision that comes as close as possible to the purpose pursued by the invalid or unenforceable provision. The same shall apply in the event of a loophole. 2.
2. The exclusive place of jurisdiction for all disputes arising from or in connection with the General Terms and Conditions shall be Ingolstadt.
3. The General Terms and Conditions shall be governed exclusively by German law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
4. subsidiary agreements as well as amendments and/or supplements to these GTC shall only be effective if they are agreed in writing at the time of or after conclusion of the contract. This shall also apply to amendments to this Section XIV. 4. 5. Insofar as reference is made in these GTC to the written form, the text form (in particular email) shall be sufficient, unless the respective regulation provides otherwise.
5. The "Volkswagen Group Requirements for Sustainability in Relations with Business Partners (Code of Conduct for Business Partners)" define the expectations as to how participating business partners must behave within their corporate activities with regard to sustainability. Audi Planning has the same requirements for your business partners. "The Volkswagen Group Requirements for Sustainability in Relations with Business Partners (Code of Conduct for Business Partners)" become part of the contract in their most current version valid at the time of conclusion of the contract. The Contractor undertakes to comply with them. If the "Volkswagen Group Requirements for Sustainability in Relations with Business Partners (Code of Conduct for Business Partners)" are not enclosed with the inquiry or order, they can be obtained from www.vwgroupsupply.com.