Terms & Conditions

  1. INTELLECTUAL AND INDUSTRIAL PROPERTY RIGHTS
    • SUPPLIER warrants being the legitimate owner or licensed user of any intellectual or industrial property rights or trade secrets (jointly “IP Rights”) used for the manufacture and supply of any goods/services under a PO and that no infringement of any third party IP Rights result therefrom, nor from the use or incorporation of such goods/services by COLEP or COLEP’s respective clients or costumers.
    • COLEP shall not be liable for, and SUPPLIER shall hold harmless and defend COLEP against, any infringement claims of IP Rights brought by third parties and any losses, damages, costs and expenses (including reasonable attorney fees) arising out of or in connection therewith.
    • COLEP reserves all IP rights regarding illustrations, drawings, calculations and other provided to SUPPLIER for performance of any PO.
  2. TITLE AND RISK
    • Title and risk of loss/damage to the goods shall pass upon delivery pursuant to the applicable Incoterm. Reservation of title is strictly excluded.
    • If COLEP provides SUPPLIER with goods for processing, COLEP shall reserve title thereover and SUPPLIER shall store and insure such goods against loss, damage and deterioration at sole expense. Title over processed goods is determined at pro-rata basis of the value of (i) the goods provided by COLEP, (ii) SUPPLIER’s processing, and (iii) other components. SUPPLIER shall store and insure processed goods at sole expense.
    • Tools, models and other materials required for manufacture and delivery of goods/services and provided by COLEP (jointly “Materials”) shall remain COLEP’s sole property. SUPPLIER shall insure any Materials at reinstatement value and return them to COLEP at the latter’s request and/or upon termination of their business relationship. The SUPPLIER shall not be entitled to claim for any right of retention insofar. If Materials are manufactured or procured by SUPPLIER at COLEP’s expense, ownership thereover shall pass to COLEP upon complete payment thereof (at the latest) and the remaining provisions hereof shall apply.
  3. TERMINATION – REMEDIES
    • Without prejudice to any other right or remedy, if SUPPLIER supplies goods/services nonconforming with the applicable requirements or fails to comply with any terms of the present GTC and/or PO, COLEP shall be entitled to: (i) Rescind the PO; (ii) reject the goods/services and return them to the SUPPLIER at SUPPLIER’s risk, expense and refund of any paid price; or (iii) give SUPPLIER the opportunity to, at SUPPLIER’s expense, either remedy any defect in goods/services or supply replacement goods/services, ensuring fulfilment of the PO’s terms within a timescale to be specified by COLEP: (iv) directly or indirectly, and at the SUPPLIER’s risk and expense, carry out all work necessary to render the goods/services compliant with the PO; and (v) claim such damages as may have been sustained in consequence of the SUPPLIER’s breach or non-compliance.
    • Termination of a PO shall not affect any of the parties’ rights, duties and remedies accrued prior to the date of termination. Termination of a PO due to complete performance does not entitle SUPPLIER to compensation, severance or indemnity resulting therefrom, nor preclude performance of pending obligations or payments awaiting maturity. In case of the termination of a contract the SUPPLIER shall be entitled to a partial payment regarding the part of the contract or the works that have actually been completed. Any further compensation or reimbursement shall be excluded insofar.
  4. CONFIDENTIALITY – NO PUBLICITY
    • SUPPLIER undertakes to keep strictly confidential and not to, without COLEP’s prior written consent, disclose any information (irrespectively of its form or support) provided by COLEP or obtained by the SUPPLIER for or as a result of the negotiation and/or performance of any PO, notably, without limitation, regarding the goods/services (nature, quantity, price, data, elements, designs, illustrations, drawings, calculations or Materials) or COLEP, its business and customers (“Confidential Information”). Confidential Information shall not include information (i) disclosure of is required by law or governmental or judicial order, (iii) which fell into public domain otherwise then by SUPPLIER’s breach of confidentiality undertakings, (iv) lawfully obtained from third parties or (v) independently developed without reliance on Confidential Information.
    • These confidentiality undertakings shall survive termination of the parties’ business relationship for a period of 5 years.
  5. FORCE MAJEURE
    • Neither party shall be liable before the other party for failure or delay to perform its any of its obligations under a PO or the present GTC for the time and to the extent such failure or delay results from circumstances caused by force majeure or beyond the reasonable control or anticipation of the affected party, provided the latter notifies the other party in writing of these circumstances as soon as it becomes aware of the occurrence of a force majeure event and uses all reasonable endeavours to prevent, avoid, overcome or mitigate the effects of such cause. Performance of both Parties’ obligations under any PO and/or the GTC shall be suspended as of the date of such notice but not longer than for the period of existence of such cause. Should suspension exceed 30 calendar days as from the notice, the non-affected party may cancel the relevant PO (and any other eventually pending PO) by means of written notice to the affected party.
  6. MISCELLANEOUS
    • The relationship between Colep and Supplier is non-exclusive and Colep shall be entitled to resort to any other Suppliers.
    • Failure or delay to act or exercise any right, power or remedy under the GTC and/or any given PO shall not be considered a waiver of such right, power or remedy, nor shall any single or partial exercise preclude any other or further exercise thereof.
    • SUPPLIER may not assign any rights or duties under the GTC and/or PO or subcontract performance thereof without Colep’s prior written consent.
    • Communications between the parties shall be carried out in writing, by registered mail with delivery notice, fax or e-mail to the parties’ contacts as identified in the relevant PO and deemed effective on the first business day subsequent to their delivery and/or transmission.
    • Colep shall, on prior notice to SUPPLIER, be entitled to audit SUPPLIER’s premises to verify SUPPLIER’s compliance with these GTC and/or any PO, such audit including access to (i) SUPPLIER’s records and books, which SUPPLIER shall retain for a period of 5 years or such period as otherwise required by applicable law, regulation or locally accepted accounting principles; (ii) information containing or reflecting any agreement, term, condition or transaction directly or indirectly relating hereto; and (iii) employees, agents or subcontractors of SUPPLIER.
    • SUPPLIER hereby represents and warrants to COLEP that it: (i) agrees, accepts and will comply with COLEP’s Ethics Charter available at www.colep.com, which may be amended from time to time; (ii) will promptly report to COLEP any undue financial or any other kind of advantage request it may be proposed in connection with its business relationship with COLEP; (iii) upon COLEP’s reasonable request, will furnish the latter with information regarding the SUPPLIER’s compliance with items (i) and (ii) above.
  7. GOVERNING LAW – JURISDICTION – DISPUTE RESOLUTION
    • The GTC, any PO and any agreements entered pursuant thereto and disputes or claims arising out of or in connection therewith shall be governed, construed and enforced by German laws, excluding the application of the Vienna UN-Convention on international sale of goods of April 11, 1980.

Any disputes arising out of or in connection with an agreement entered into pursuant to the GTC and any PO shall be irrevocably submitted to the jurisdiction of the courts of Germany.