GENERAL TERMS AND CONDITIONS OF PURCHASE
Updated April 2024
1. General, Scope of Application
These General Terms and Conditions of Purchase shall apply as an integral part of all purchase, inventory, work and service contracts and other contracts with suppliers (hereinafter referred to as „Supplier“) concluded by GLOCK ecotech GmbH (FN 322734i), GLOCK ecoenergy GmbH (FN 464296p), hereinafter referred to as „GLOCK“, as buyer or customer. The version General Terms and Conditions of Purchase valid at the time of conclusion respective contract shall apply.
GLOCK and the Supplier agree that these General Terms and Conditions of Purchase, as amended from time to time, shall apply not only to the present business transaction but also to all future business transactions, unless a separate agreement is made in the individual case, even if no express reference is made in the individual case. General terms and conditions of suppliers which contradict, supplement or deviate from these Terms and Conditions of Purchase shall be deemed not to have been agreed even if known and are hereby expressly rejected. This shall also apply if GLOCK does not expressly object to a later contractual document or other documents in which the Supplier refers to other terms and conditions. The acceptance of deliveries or services of any kind as well as the execution of payment by GLOCK shall not constitute consent. The General Terms and Conditions of Purchase shall also apply to Supplier‘s future transactions with GLOCK abroad.
2. Conclusion of contract
Supplier shall remain bound by the offer for 60 days from GLOCK‘s receipt offer. Offers made by Supplier shall be free of charge for GLOCK, even if they are made upon GLOCK‘s request. GLOCK‘s order or commission shall not be legally binding until it has been placed in writing and signed by GLOCK. Oral or telephonic orders and amendments of any kind shall not be binding on GLOCK until confirmed by GLOCK in writing or electronically. If terms and conditions are agreed in purchase orders which deviate from the General Terms and Conditions of Purchase in individual points, the agreements in the purchase orders shall apply points concerned and the Supplier expressly agrees.
The Supplier shall send a written or electronic order confirmation to GLOCK within 5 days. If Supplier does not send an order confirmation within this period or notify GLOCK that it is unable to fulfill the order for whatever reason or that he can only fulfill the order with deviations from GLOCK‘s requirements, the order shall be deemed accepted and the contract shall be deemed concluded.
If the Supplier has submitted an offer, the contract shall be deemed concluded upon dispatch of the acceptance of the offer or order to the Supplier. The Supplier is obliged to confirm receipt acceptance offer to GLOCK immediately in writing or electronically, whereby such confirmation by the Supplier is purely declaratory. Any order confirmation by the Supplier which deviates from GLOCK‘s offer shall in principle constitute a new offer and must be accepted by GLOCK in writing.
GLOCK reserves the right to cancel the order in whole or in part until the official order confirmation has been sent by the Supplier, without the Supplier being entitled to any claims in return.
3. Type and scope of work and services
The services to be provided, their nature and requirements are described in the respective order. Unless expressly agreed otherwise in the Purchase Order, Supplier shall bear the risk that the performance complies with all requirements set forth in the Purchase Order and that the due date remuneration provided performance requires acceptance performance by GLOCK.
Supplier, including its employees and any subcontractors, is an independent contractor. Nothing contained in any Purchase Order shall create a relationship between Supplier and GLOCK as employer and employee a partnership of any kind. Furthermore, Supplier is not authorized to act on behalf of GLOCK or to contractually bind GLOCK.
The Supplier shall provide the Services in a workmanlike and professional manner, in accordance with the current state of science and technology. In the course of providing the Services, the Supplier shall comply with GLOCK‘s performance-related regulations, in particular regarding confidential information, personal data or operational and IT security.
Supplier may not transfer the performance of its contractual obligations to third parties without GLOCK's prior written consent.
4. Delivery
Unless otherwise agreed in writing or stated in the order, delivery shall be made “DDP” in accordance with lncoterms to the delivery address stated in the order, to the agreed extent and on the agreed delivery date or within the agreed delivery period. The place of performance for the delivery shall be the destination specified by GLOCK in the order.
The timeliness of deliveries with installation or assembly or of services shall be determined by GLOCK's acceptance.
For deliveries with installation or assembly and for services, the risk shall pass to GLOCK upon acceptance.
Cash on delivery shipments will not be accepted. All shipments must be accompanied by a delivery bill with a precise description of the contents for proper identification and details of the order data, in particular the order number.
Unless otherwise agreed in individual cases, deliveries shall be packed in the customary manner, in a suitable manner and at the supplier's expense, so that they are adequately protected. Supplier shall be liable for any damage caused by inadequate or improper packaging.
Direct deliveries to GLOCK's customers shall be made with neutral packaging and neutral shipping documents on behalf of GLOCK. The Supplier shall ensure that the delivery bill is signed by GLOCK's customer and that the delivery is confirmed. GLOCK shall immediately receive a copy of these delivery documents.
Over-deliveries are only permitted with GLOCK's prior explicitly consent.
5. Delivery Period
The delivery dates agreed with GLOCK are fixed dates and shall be strictly adhered to by Supplier. In the event that delivery is not made on the agreed delivery date or within the agreed delivery period, GLOCK must be notified in writing without undue delay. If delivery is not made on the agreed delivery date or within the agreed delivery period, GLOCK shall be entitled to rescind the contract without granting a grace period.
Notification of withdrawal shall be sent to the Supplier within seven working days. In the absence of such notification, a reasonable grace period shall be deemed to have been set, which shall, however, not exceed 14 days. If delivery is made before the agreed delivery date, GLOCK shall not be obliged to accept the goods, but in case of acceptance GLOCK shall be entitled to charge and deduct any additional costs incurred by Supplier.
If the agreed delivery date or the agreed delivery period is exceeded, GLOCK shall be entitled to a penalty of 1% of the net invoice value per week or part thereof (calculated from the day of the delay in delivery), which shall not be subject to judicial mitigation, and GLOCK shall be entitled to deduct the penalty from the Supplier's invoice. GLOCK reserves the right to claim further damages and penalties in any case and in particular even if GLOCK has previously accepted a delayed partial delivery without reservation.
Goods sent shall not be deemed to have been handed over until they have arrived at their destination and have been accepted by GLOCK.
6. Rights of use (for deliveries of goods)
To the extent the Deliverables consist of and/or contain standard software, Supplier grants GLOCK a non-exclusive right, unlimited in time and space, to process, use, reproduce, distribute or make publicly available such Deliverables, provided that the intended use consists of the integrated use in connection with GLOCK products; sublicense the rights granted in this clause to customers, licensees and distributors, provided that the intended use consists of the integrated use in connection with GLOCK products. In the case of customized software, Supplier grants GLOCK this right of use exclusively.
7. Rights to work results (for contracts for work and services)
All results, including industrial property rights and copyrights, which arise in the course of the provision of services by the Supplier shall belong to GLOCK irrespective of their form and at the time of their creation. Insofar as the work results are protected by copyright and the copyright cannot be transferred to GLOCK for legal reasons, the Supplier grants GLOCK an exclusive, transferable, temporally and spatially unlimited right of use with the right to sublicense. To the extent that the use of the work results is dependent on existing industrial property rights and/or copyrights of Supplier, its subcontractors or third parties involved in the provision of services by Supplier, Supplier shall grant GLOCK a non-exclusive, transferable, temporally and geographically unrestricted right of use with the right to sublicense.
Supplier shall immediately notify GLOCK in the event that industrial property rights arise, shall cooperate to the extent necessary in the registration of the industrial property rights by GLOCK and, in particular, shall make all necessary declarations required for the registration of the industrial property rights and the assertion of the respective priority rights by GLOCK. This obligation shall remain unrestricted and unlimited even after termination of the contractual relationship.
8. Invoice
The invoice, stating all order data, shall be sent to GLOCK immediately after shipment of the goods or complete performance of the service, in a single copy or, by prior agreement, in electronic form, and must refer to the GLOCK order and the corresponding delivery bill. The invoice date is irrelevant for the calculation of payment deadlines.
Invoices for labor and installation services must be accompanied by time sheets confirmed by GLOCK. The Supplier shall have a legal claim to payment for the services only after complete fulfillment of the agreed service.
Foreign suppliers shall indicate the EU customs tariff numbers on the invoice for the items delivered by them.
9. Payment and price
The period for payment shall commence on the date of proper receipt of the goods or services and receipt of the invoice. GLOCK shall be entitled to deduct a discount of 5% if payment (including each individual partial invoice) is made within 30 days; otherwise invoices shall be due for payment within 90 days. GLOCK is entitled to set off payments due to GLOCK from the Supplier at any time against claims of GLOCK against the Supplier, irrespective of the due date of the claim, also from other business relationships.
Payment shall neither constitute an acknowledgement of the correctness of the delivery nor waive one of GLOCK’s rights.
All agreed prices are fixed prices. In the case of services for which remuneration is based on time or effort, only those working hours shall be remunerated which are documented by corresponding time sheets or other evidence specified in the respective order and which have been signed off by the responsible contact person at GLOCK.
The remuneration agreed in the Purchase Order includes all services to be rendered by the Supplier in accordance with the Purchase Order and these General Terms and Conditions of Purchase.
All prices and costs are inclusive of all taxes, customs duties and other costs levied by governmental authorities on the prices and costs, unless expressly agreed otherwise in the respective Purchase Order.
10. Warranty, Acceptance and Liability
GLOCK is entitled to the statutory warranty provisions without limitation, notwithstanding the following provisions. Unless otherwise agreed, the Supplier warrants that the delivered goods will have the customary, prescribed characteristics, in particular those specified in the order, for a period of 24 months, unless the law provides for longer periods.
It is expressly agreed that the supplier waives its rights under §§ 377 and 378 UGB (immediate notification of defects). In the event of a warranty claim, GLOCK shall be entitled to choose freely between improvement, replacement, price reduction and rescission.
To the extent that the Supplier repairs or redelivers within the scope of subsequent performance, the period of 24 months (or the longer period granted by law) shall begin to run anew. The supplier shall bear the costs and risk of returning defective delivery items. Acceptance of the goods shall be subject to a quantity and quality check. If delivery documents and/or shipping documents for a shipment are not available, GLOCK shall not be in default of acceptance as long as the required documents are not available.
Acceptance of incomplete or defective deliveries and services shall not constitute a waiver of claims for compensation. If GLOCK is prevented from accepting the delivery item due to labor disputes or force majeure or the like, GLOCK shall be released from its obligation to accept the delivery item until the obstacle has been completely removed.
All deliveries to GLOCK must be made free of reservations of title. Such reservations are invalid in any case.
In the event of particular urgency or Supplier's default in remedying defects, GLOCK reserves the right, without prior notice and without prejudice to Supplier's warranty rights, to rework or have reworked defective goods at Supplier's expense.
The Supplier warrants that the service and/or the work results do not infringe any industrial property rights and/or copyrights of third parties and shall fully indemnify and hold GLOCK harmless for any resulting claims of third parties.
The Supplier undertakes to indemnify and hold GLOCK harmless in the event of claims by third parties under product liability law. In order to avoid GLOCK's responsibility under product liability law, the Supplier undertakes for a period of 10 years from the last delivery with respect to the products delivered by it to name the respective manufacturer, importer or sub-supplier to GLOCK immediately upon request and to provide GLOCK with relevant documents and evidence, such as in particular manufacturing documents and documents showing production and delivery batches and/or production and delivery dates, immediately and free of charge.
Machines and devices must be equipped with the prescribed safety devices and comply with the applicable safety regulations. When installing electrical systems or delivering electrical products, the Supplier undertakes to check the information provided by GLOCK regarding dimensions, quality and design and to comply with all electrical safety regulations.
11. Compliance with laws, sustainable procurement
GLOCK is committed to sustainability in all areas of the company. To this end, GLOCK has defined the criteria for sustainable procurement across the entire supply chain. The purchasing decision is based on the usual economic and technical criteria, the statutory environmental standards, the ISO 14001 environmental management system and, in addition, ecological and social aspects across the entire supply chain. The supplier undertakes to perform the deliveries and services with the lowest possible use of resources and in compliance with ethical and sustainable aspects.
The supplier further undertakes to comply with all laws and regulations (including those applicable in the country of origin, country of receipt, country of destination of the shipment) that apply to the manufacture, sale and provision of the deliveries or services or otherwise in connection with the fulfillment of the service. This includes, in particular, laws and regulations relating to labor standards, safety, health and environmental protection, and the Supplier warrants that third parties engaged by it, with GLOCK's consent, also comply with such laws and regulations.
12. EC Declaration of conformity; Declaration of incorporation Product safety; Putting into the stream of commerce; CE marking
The supplier represents that all of his Deliveries and Services will comply with all applicable EU(EC) Directives, harmonised standards and Austrian law in a way that can be proved and checked at any time; this shall also apply to Deliveries/Services that are imported from non European countries.
The Supplier shall prepare the entire technical documentation as required by the EU(EC) Directives applicable to the relevant Delivery/Service and the Austrian provisions implementing those Directives, such as hazard analyses, risk assessments, operating instructions, validation documents, declarations of manufacturers/incorporation/conformity, etc. and shall delivery those documents to GLOCK in German immediately upon Delivery and/or Service.
The supplier shall provide GLOCK with all data required for CE certifications to be obtained and all related safety/security devices and measures in writing, accurately and in German upon his Delivery and/or Service.
In the case of non-compliance with this contractual provision, the supplier shall be liable for any and all costs and damage resulting from GLOCK’s Deliveries/Services and shall fully indemnify and hold GLOCK harmless vis-à-vis third parties from and against any and all claims raised on whatever legal ground.
13. Drawings, tools, molds
Drawings, technical calculations, any certificates etc., if required to the extent, shall be provided by Supplier free of charge. Drawings, aids, tools, molds and the like provided by GLOCK, insofar as they are provided by GLOCK for the execution of the order, shall remain the property of GLOCK, may not be made accessible to third parties and may not be used for advertising purposes. They shall be returned immediately and in full upon delivery or cancellation of the order.
Tools, molds and the like which are manufactured in whole or in part at GLOCK's expense shall become GLOCK's property upon commencement of manufacture. Accordingly, GLOCK shall be entitled to mark its property accordingly. Serial deliveries of such tools shall only be permitted after GLOCK has approved the samples. Such tools, as well as those provided by GLOCK, shall be carefully stored and maintained by Supplier at its own expense. In the event of manufacturing difficulties of Supplier, GLOCK shall be entitled to demand the provision of all tools, molds and the like free of charge. Any right of retention of Supplier is expressly excluded.
Research and test results and the like provided by GLOCK may only be used for control purposes.
Working gauges shall be procured by the Supplier itself.
14. Provision of material
Material provided shall remain the property of GLOCK, shall be marked as such, shall be stored separately and free of charge and shall be managed. In the event of depreciation or loss, Supplier shall provide replacement. Provided material may only be used for GLOCK's orders. GLOCK shall become the direct owner of the new or reworked item if such material is processed with Supplier's material. Invoicing for the material provided shall be made in the form specified by GLOCK. Unused or unprocessed material shall be returned to GLOCK free of charge.
If material provided by GLOCK (whether by GLOCK or Supplier itself) is incorporated into items of third parties, processed, mixed or blended with items of third parties, GLOCK shall acquire co-ownership in proportion to the value of the material provided by GLOCK.
15. Confidentiality
Supplier undertakes to treat as strictly confidential all information it receives from GLOCK, in particular information on GLOCK's orders and all related business and technical details, data, plans, drawings, messages, notices and other information received in the course of the business relationship. The Supplier is further obliged to treat the work results developed by it for GLOCK in the course of the order as confidential. Confidential information may not be disclosed by Supplier to third parties or published in any other way without GLOCK's prior written consent. Supplier shall limit the disclosure of Confidential Information to those of its employees who need to receive such Confidential Information in order to perform the Services and who are bound by their employment contracts or other agreements to an equivalent obligation of confidentiality. The supplier's obligation to maintain confidentiality shall continue to apply without restriction even after performance of the service or any other termination of the service relationship.
This standardized obligation of confidentiality does not apply to confidential information which, as the Supplier can prove, is publicly available without a breach of the confidentiality obligation by the Supplier; was already lawfully in the Supplier's possession prior to the Supplier entering into the confidentiality obligation with GLOCK and the Supplier can prove this by written records; was rightfully received by Supplier from a third party without breach of a confidentiality obligation and Supplier can prove this; were independently developed by the Supplier and the Supplier can prove this by written records the Supplier is required by mandatory law to disclose, except to the extent necessary to obtain specific protection under an appropriate injunction must be disclosed pursuant to an order of a competent court or administrative or governmental authority, provided that Supplier has promptly notified GLOCK in writing of any such order and has given GLOCK the opportunity to contest the need for disclosure or to seek an appropriate confidentiality order and that Supplier provides only such Confidential Information as is required to be provided by legal or judicial order Supplier’s access to GLOCK’s facilities, networks and computer equipment shall be subject to GLOCK’s prior written consent and such access shall only be for the purpose of performing the Services.
Supplier’s access to GLOCK’s facilities, networks and computer equipment shall be subject to GLOCK’s prior written consent and such access shall only be for the purpose of performing the Services.
In the event of a breach, GLOCK shall be entitled, without prejudice to claims for damages, to demand rescission of the contract.
The Supplier may only refer to its business relationship with GLOCK with GLOCK's prior written consent.
16. Export Control
The Supplier undertakes to inform GLOCK about all applicable or relevant export and re-export restrictions and to provide all necessary documents. Among other things, applicable export list numbers, customs tariff numbers, Incoterms, unique product descriptions, commodity tariff numbers, the country of origin, prices broken down by product or service must be shown on invoices.
GLOCK has the right to inspect the export control and customs clearance at the Supplier's premises and related processes at the Supplier's premises. Should GLOCK discover any deficiencies, GLOCK may, at its sole discretion, either (1) terminate the contract, (2) cancel existing orders and demand the return of delivered products, or (3) demand the introduction of additional measures at the Supplier's expense. Supplier shall reimburse GLOCK for the costs of inspection and any damages caused to GLOCK as a result of defects found.
The Supplier further undertakes to provide appropriate re-export licenses if re-export regulations of third countries are affected.
17. Sanctions
The Supplier warrants that neither it nor any of its subsidiaries is a person or entity that is on any EU, UK, US, UN or other sanctions list applicable to the relevant contract or that is owned or controlled by any such person or entity ("sanctioned Person") and is not owned or controlled by any such person or entity. Likewise, that no member of the management is a sanctioned Person.
The Supplier and all companies and persons attributable to it in the course of the performance of the contract undertake to comply with all sanctions regulations of the EU, the United Kingdom, the USA, the United Nations, the OSCE and other sanctions lists applicable to the respective contract.
The Supplier shall inform GLOCK without undue delay if there is any change in the above-mentioned status of the non-sanctioned person or if sanctions are violated. GLOCK is entitled to terminate all contracts with the Supplier with immediate effect if the Supplier or any of its subsidiaries becomes a sanctioned person or if the Supplier or any of its subsidiaries violates the sanctions mentioned above.
18. Data protection
GLOCK processes personal data of the Supplier and its employees or contact persons for GLOCK, which are disclosed to GLOCK in connection with a business relationship, even if only in the initiation phase, or which are collected by GLOCK upon conclusion of a contract, confidentially and only in accordance with the applicable statutory provisions. This personal data is processed for the purpose of fulfilling the contract, for supplier management, for product surveys, for the purpose of providing information about GLOCK products and for answering enquiries at GLOCK to the extent necessary in each case.
GLOCK takes appropriate security precautions to protect the Supplier's personal data against manipulation, loss, destruction or against access by unauthorized persons or unauthorized disclosure. All statutory technical and organizational measures are taken to ensure data protection. GLOCK is constantly improving its security measures in line with technological developments.
GLOCK employees and any service providers commissioned by GLOCK are obliged to maintain confidentiality and to comply with the provisions of the General Data Protection Regulation and the Data Protection Act.
In this context, reference is also made to GLOCK's data protection declaration, which can be accessed and downloaded at www.glock-ecotech.com/en/Privacy-Policy.
The Supplier ensures that it has informed its employees and other persons affected by this processing about this data processing and guarantees that all personal data disclosed to GLOCK may be lawfully transmitted. The Supplier further warrants that its employees have been bound to confidentiality and data secrecy.
In the event that the Supplier processes personal data on behalf of GLOCK, the Supplier and GLOCK shall enter into a separate data processing agreement for this purpose.
19. Choice of law and place of jurisdiction
All present and future contractual relationships between GLOCK and the Supplier in Austria and abroad shall be governed exclusively by the provisions of Austrian law, excluding the conflict of laws rules and the UN Convention on Contracts for the International Sale of Goods. For all disputes arising directly or indirectly in Austria or abroad from the present and future contractual relationships, the regional court or the district court in A 9020 Klagenfurt shall have exclusive jurisdiction, depending on the amount in dispute.
20. Severability clause
Should individual provisions of this contract prove to be invalid, ineffective or unenforceable, this shall not affect the validity, effectiveness and enforceability of the remaining parts of the contract. In this case, the parties undertake to replace the invalid, ineffective or unenforceable part of the contract with a valid, effective and enforceable provision that comes as close as possible to the original intention of the parties.
21. Miscellaneous
This Agreement is provided in German and English language. In case of discrepancies or deviations, the German version prevails.