General Terms and Conditions of Purchase of JUMA International BV (GTCP)
For all orders placed by JUMA International BV, hereinafter referred to as “JUMA”, only the present terms and conditions shall apply, unless expressly agreed otherwise. Any terms and conditions of the Supplier in its GTC, GTCP or in its order confirmation are hereby expressly rejected. Unconditional acceptance of order confirmations or deliveries shall not constitute recognition of such terms and conditions.
1. Scope of application
a.) All orders placed by JUMA are made exclusively based on the terms and conditions of this contract (hereinafter referred to as contract terms or purchase terms). The Terms and Conditions of Purchase are an integral part of all contracts which JUMA or a company of the JUMA-Group concludes with the Supplier concerning the deliveries and services offered by him. They also apply to all future deliveries, services or offers between the Supplier and JUMA, even if they are not agreed again separately.
b.) Deviating delivery and business conditions of the Supplier or third parties do not apply, even if JUMA does not separately object to their validity in individual cases, unless their validity was expressly agreed. Even if JUMA refers to a letter which contains or refers to the terms and conditions of the Supplier or a third party, this does not constitute an agreement to the validity of those terms and conditions.
2. Conclusion of Contract, Changes of Contract
a.) The contract is concluded by an order from JUMA and the acceptance of this order by the Supplier.
b.) JUMA is entitled to cancel the order if the Supplier does not accept it within a reasonable period, at the latest, however, within a period of two weeks after receipt of the order.
c.) Unless otherwise agreed, delivery call-offs within an order and call-off planning become binding if the Supplier does not object within five workdays after receipt.
d.) Cost estimates shall be binding and shall only be remunerated if this has been expressly agreed between the parties.
e.) Orders, contracts and delivery schedules as well as amendments or supplements thereto must be in writing. Verbal agreements of any kind - including subsequent changes or additions to these conditions of purchase - must be confirmed in writing by JUMA in order to be effective. The written form requirement shall be deemed to be fulfilled if the communication is made by electronic data transmission, fax or e-mail.
3. Prices
a.) Prices are agreed separately within a separate agreement. This agreement shall also specify the price and payment terms as well as the period of validity of the prices.
b.) Prices can also be agreed in the form that JUMA starts a price inquiry and the Supplier submits a binding price offer including a validity period.
c.) Agreed prices are binding for the agreed period and cannot be changed unilaterally. Unless there is a cost reduction in favor of JUMA, in which case it shall be passed on immediately.
4. Invoice, Payment
a.) Each delivery must be accompanied by a delivery note in which the order data of JUMA (customer order number, indication of the day of dispatch, Juma branded) are highlighted.
b.) Invoices must be sent to JUMA on the day of dispatch of the goods, in case of a partial delivery on the day of dispatch of the last partial delivery. They must not be enclosed with the delivery under any circumstances. JUMA only accepts invoices with validly stated value added tax, stating the tax number, the date of dispatch and the order data of JUMA.
c.) Unless otherwise agreed, JUMA is entitled to pay the invoices according to the industry practice after their receipt as follows: Up to 14 days after receipt of the invoice with a 3% discount, up to 30 days after receipt of the invoice net. A discount will be deducted from the final invoice amount (gross value).
d.) All payments from JUMA are subject to invoice verification.
5. Warehousing, Delivery and shipment
a.) The Supplier sells the goods to Juma and delivers the good to Juma’s customer directly (“dropshipment”). It is irrelevant whether the Supplier has the Goods supplied by a third party or manufactures the Goods himself. In addition to other dropshipment conditions set out herein, the Supplier and JUMA may agree that the Supplier shall store the Goods for JUMA for a period of time to be agreed individually and for a fee and that the Supplier shall only deliver the Goods to the customer upon JUMA's request. The Supplier shall notify JUMA in due time, but at least 7 working days in advance of the delivery date to its own warehouse, which shall give JUMA the opportunity to take delivery of the goods itself on site. In this case the delivery takes place at the Suppliers warehouse location within the European Union. Upon acceptance, the property rights shall pass to JUMA and a safeguard relationship shall be established between JUMA and the Supplier without further measures, with all rights and obligations associated therewith as agreed upon in a separate warehousing agreement. In addition JUMA has the right to conduct a physical inventory once per month on site.
b.) The delivery dates stated in orders and delivery schedules of JUMA or otherwise agreed upon by the parties are binding and represent fixed dates. If the Supplier does not meet a delivery deadline, JUMA is entitled, without prejudice to other legal rights, to procure a replacement from a third party at its reasonable discretion and to charge the Supplier for the higher procurement costs (including administrative costs at JUMA). The provisions of § 376 of the German Commercial Code (HGB) on fixed trade purchases do not apply.
b.) If no delivery date is agreed, the Supplier shall ensure the availability of the ordered products within 90 days after the placement of the order at the latest.
c.) JUMA is entitled to retain partial deliveries and only otherwise to exercise its contractual or legal rights.
d.) If the Supplier is not connected to the systems of JUMA via an electronic interface, the Supplier must notify JUMA of the dispatch of the ordered products on the next workday at the latest.
e.) Decisive for the compliance with the agreed delivery dates is the complete receipt of the goods by JUMA or by an authorized representative of JUMA at the place the goods are to be delivered to according to the contract. This applies accordingly to other services of the Supplier.
f.) Deliveries deviating from the contract or the order as well as partial deliveries are only permissible upon prior consent of JUMA.
g.) The Supplier is obligated to inform JUMA immediately about any threats or occurred delay in delivery, its cause and the expected duration of the delay. The default in delivery remains unaffected.
h.) In case of delay in delivery JUMA is entitled to all legal claims and can additionally demand a contractual penalty of 2 % of the respective order value for each commenced week of delay in delivery, even without proof of damage. JUMA is entitled to deduct forfeited contractual penalties from outstanding invoices between the parties. Claims of JUMA exceeding the contractual penalty remain unaffected.
i.) Force majeure, labor disputes, operational disruptions for which JUMA is not responsible, riots, official measures, pandemics and other unavoidable events release JUMA from the obligation of timely acceptance for the duration of their occurrence. During such events as well as within two weeks after their end, JUMA is entitled - without prejudice to other rights - to withdraw from the contract in whole or in part, insofar as these events are not of insignificant duration and the requirements of JUMA have been considerably reduced.
6. Transfer of risk, dispatch, packing
a.)Unless otherwise agreed in writing, all deliveries and services of the Supplier shall be made to the agreed place of performance at the Supplier's expense and risk. The Supplier bears all risks of loss or damage of the goods until the complete receipt of the delivery by JUMA or by an authorized representative of JUMA at the place where the goods are to be delivered according to the contract.
b.) The Supplier is responsible to JUMA for ensuring that the goods are individually shippable per item (unless otherwise agreed), properly packed for transport, safely loaded and using appropriate means of transport.
c.) In relation to JUMA the obligations according to the packaging law are the responsibility of the Supplier only. If necessary, the Supplier undertakes to join a system according to the packaging law.
d.) The Supplier is obliged to carry out all deliveries and services, which are carried out according to the contract by the Supplier directly to a customer of JUMA, strictly neutral in the name of JUMA or the respective company of the JUMA group and with their papers. JUMA shall provide the Supplier with the documents required for this purpose. For each case of violation of the obligation of sentence 1, the Supplier undertakes to JUMA to pay a contractual penalty determined by JUMA in each individual case at its reasonable discretion (§ 315 BGB). , but at least € 1,000 (in words: one thousand euros).
7. Liability for defects, legal guarantee
a.) JUMA is entitled to all legal guarantee rights without restriction and is entitled, at its own discretion, to demand removal of the defect or delivery of a defect-free item or compensation for damages.
b.) If the Supplier does not begin with the removal of the defect immediately after request for removal of the defect by JUMA, JUMA is entitled in urgent cases, in particular for the defense of acute dangers or for the avoidance of larger damages, to carry out the removal of the defect at the expense of the Supplier itself or by third parties.
c.) Legal guarantee claims for defects become time-barred at the earliest 24 months after transfer of risk to the customer JUMA. Defects reported during these periods must be remedied by the Supplier immediately and free of charge, including all ancillary costs, at JUMA's discretion by means of supplementary performance upon JUMA's request. Further legal or contractually agreed claims remain unaffected by this. Typical product wear and tear is not covered by this.
d.) The Supplier guarantees that at least for the duration of his legal guarantee obligation according to letter (c), all spare parts for the product are available.
e.) If the Supplier fulfils his obligation of subsequent performance by replacement delivery, the limitation period for the replacement delivery shall start anew from the passing of risk, unless the Supplier has expressly and appropriately reserved the right at the time of subsequent performance to make the replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship.
f.) Acceptance of goods and services is subject to an inspection for freedom from defects, especially for correctness and completeness, insofar as and as soon as this is feasible in the ordinary course of business. Defects discovered will be reported by JUMA within ten working days after discovery. In this respect the Supplier waives the objection of delayed notice of defects.
g.) If JUMA incurs costs as a result of the defective delivery of the subject matter of the contract, especially transport, travel, labor and material costs or costs for an incoming goods inspection exceeding the usual scope, the Supplier shall bear these costs.
h.) If, in the reasonable opinion of JUMA, products show a significant number of justified complaints, which with a high degree of probability can be traced back to production errors or improper packaging of the Supplier or other circumstances for which the Supplier is responsible, the Supplier must, at the request of JUMA, immediately carry out production, packaging or other improvements for future deliveries in accordance with specifications which are also to be determined at the reasonable discretion of JUMA. Should a significantly more costly packaging become necessary, the Supplier can demand an appropriate adjustment of the purchase price from JUMA.
8. Special provisions for home brands
a) JUMA may agree with the Supplier that home brand products bearing the name XXL (if necessary with a descriptive addition, such as XXLselect) shall be manufactured exclusively for JUMA. If such an agreement is made, the Supplier is prohibited from selling these home brand products to other distributors, end customers or others.
b) If a special JUMA design concept is created at a later stage, the supplier is prohibited from manufacturing and selling other products with a comparable design concept.
c) The Supplier shall apply the XXL Logo in accordance with JUMA's specifications, especially regarding the positioning. For this purpose, the Supplier shall coordinate the specifications with JUMA at least two weeks before the start of production.
d) The Supplier shall prepare the conformity assessment for JUMA or submit the required declaration of conformity and ensure that all necessary or legally required certificates are available.
e) The Supplier shall observe the legally required information of the manufacturer or the distributor, especially on the product or the packaging. In this context, possible deviations of the respective target markets shall be specifically considered by the supplier.
f) The Supplier shall assume any liability of JUMA vis-à-vis third parties resulting from a violation of the Product Safety or Product Liability Act as well as any misconduct of the Supplier.
g) The Supplier grants JUMA a commercial guarantee of 2 years for all products.
h) The Supplier assures JUMA of the availability of the home brand products for a period of 2 years from the date of order.
i) The Supplier shall comply with all manufacturer's obligations (in particular storage obligations), in particular also if JUMA acts as distributor.
9. Returns
JUMA is entitled to demand from the Supplier a reasonable obligation to take back non-sold stock, which is built up at JUMA in the context of special promotions, such as mailings. The Supplier acknowledges that Juma grants the Customer a voluntary right of return within a period of 30 days and hereby undertakes vis-à-vis JUMA to also take back the returned products and to reimburse JUMA for the price of the goods.
10. Product quality, conformity with regulations
a.) The Supplier guarantees that each delivery and service comply with all relevant laws and regulations for the usual use of the contractual products in all European countries in which JUMA offers, sells and/or sends advertising material for the Supplier's products. JUMA shall provide the Supplier with a complete list of the countries covered hereby upon request.
b.) Subject to further commitments, the Supplier is obliged to hand over to JUMA goods of the agreed type and quantity in the quality and packaging and provided with the markings and markings that comply with the regulations and standards that apply to the provision of the goods on the market in the European Union at the time and correspond to the latest state of science and technology.
c.) The Supplier guarantees - as far as relevant - in particular:
aa.) Compliance with all requirements of Regulation 1907/2006/EC on the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH Regulation") and Regulation 1272/2008/EC on Classification, Labelling and Packaging of Substances and Mixtures ("CLP Regulation"). Supplier assures that the substances contained in the products delivered by him, as far as required under the provisions of the REACH Regulation and/or the CLP Regulation, have been registered and that he will provide JUMA with safety data sheets in accordance with the provisions of the REACH Regulation or the information required under Article 32 REACH Regulation without being requested to do so. The Supplier assures that the products delivered by him do not contain any substances of the so-called candidate list according to article 59 paragraph 1 and 10 REACH-Regulation. The Supplier undertakes to inform JUMA immediately in writing if - for whatever reason - products delivered by him contain substances of the candidate list; this applies, especially in case of extension of/addition to the candidate list. The Supplier shall name the individual substances and communicate the mass percentage as precisely as possible. Suppliers who have their company headquarters in a non-EU state undertake to appoint an Exclusive Representative in accordance with Article 8 REACH-VO with headquarters in the EU, who is to be announced to JUMA by name with indication of the address. The Exclusive Representative shall assume all registration and other REACH obligations of the Supplier. If the Exclusive Representative has carried out a pre-registration or registration, this must be notified to JUMA, stating the registration number. In case of a change of the Exclusive Representative or discontinuation of the activities of the Exclusive Representative, the Supplier shall inform JUMA immediately.
bb.) for electrical equipment the compliance with all requirements of the Directive 2014/35/EU on the harmonization of the laws of the Member States relating to electrical equipment designed for use within certain voltage limits (Low Voltage Directive);
cc.) for electrical and electronic equipment of any equipment category, as well as components therefor, compliance with all specifications and limit values of Directive 2015/863/EU (RoHS 3), which extends Directive 2011/65/EU, on the restriction of the use of certain hazardous substances in electrical and electronic equipment ("RoHS"), and the laws, regulations, rulings and other provisions adopted to implement it;
dd.) in the case of products falling within the scope of the Act on the Placing on the Market, the Taking Back and the Environmentally Sound Disposal of Electrical and Electronic Equipment ("ElektroG"), to have complied with all the requirements of the Act and to have duly registered as a producer with the Foundation Registration of Electric (al) devices (WEEE) for all brands and types of equipment to which the products are attributable;
ee.) compliance with the requirements for the labelling of energy consumption in accordance with the Ordinance on the Labelling of Energy-Related Products with Information on the Consumption of Energy and Other Important Resources (EnVKV);
ff.) the compliance with the respective relevant labelling requirements for all delivered products.
d.) The Supplier shall provide JUMA with all necessary information with respect to the products supplied by it required to comply with the disclosure obligations regarding so-called "conflict minerals" pursuant to Section 1502 of the US Dodd-Frank Act (Dodd-Frank Wall Street Reform and Consumer Protection Act). Under this statutory provision, companies subject to reporting
requirements under the U.S. Securities Exchange Act must disclose annually whether so-called "conflict minerals" necessary for the manufacture or function of their products originate in the DRC or its neighboring countries. The term "conflict minerals" is defined by the Dodd-Frank Act as the raw materials tantalum, tin, gold and tungsten, if their extraction and trade in these raw materials contribute to the financing or other support of armed groups in the DRC or its neighboring states (Angola, Burundi, Republic of Congo, Rwanda, Zambia, Sudan, Tanzania, Uganda, Central African Republic). In the event that the national legislator or the European Union enacts a comparable law or directive or regulation, the Supplier undertakes to immediately provide the information to be provided in accordance with such a regulation upon a corresponding request by JUMA. If such a regulation does not provide for information obligations comparable to the Dodd Frank Act, the Supplier shall, upon JUMA 's request, either confirm that the requirements of such a regulation are complied with or submit a binding schedule showing that the Supplier will ensure compliance with such requirements within a period of time reasonable for JUMA.
e.) At the request of JUMA, the Supplier shall immediately prove compliance with the relevant legal standards by means of test certificates issued by a recognized test laboratory.
f.) The Supplier is obligated to enclose with the delivered products a set of assembly or installation instructions, instructions for use and operating instructions either without text or in the languages of all countries in which the product is offered by JUMA or the respective company of the JUMA Group in paper form and to make these available to JUMA in electronic form, which meets the legal requirements, in particular the requirements of Directive 2001/95/EC and the Product Safety Act (ProdSG).
g.) As far as required for the deliveries or services of the Supplier the application of the CE-marking and/or a manufacturer's declaration or a declaration of conformity are prescribed or permissible, the Supplier is obliged to apply the CE-marking to the respective objects in compliance with all relevant legal regulations as well as to provide JUMA immediately and free of charge with the necessary manufacturer's declarations or declarations of conformity in the languages prescribed for the documentation or by legal regulations.
h.) The Supplier is obliged to exempt JUMA from any liability towards third parties or claims of third parties, which are due to the production, delivery, storage or use of the product delivered by the Supplier, on first demand. This exemption from liability does not apply if the claim is based on an intentional or grossly negligent breach of duty by JUMA.
i.) Prior to a recall action which is wholly or partly the result of a defect of the subject matter of the contract delivered by the Supplier, JUMA will inform the Supplier, give him the opportunity to participate and exchange information with him about an efficient implementation of the recall, unless the information or participation of the Supplier is not possible due to special urgency. Insofar as a recall action is the result of a defect in the subject matter of the contract delivered by the Supplier, the Supplier shall bear the costs of the recall action.
j.) If the Supplier violates his duties according to this § 9, he is obliged to compensate JUMA for all damages caused directly or indirectly by the violation of duty as well as for other expenses and disadvantages. This includes in particular the reimbursement of
aa.) fines,
bb.) costs of judicial and extrajudicial legal advice, defense and prosecution incurred as a result of claims made by authorities or third parties, including the costs of experts, surveyors and the obtaining of test reports,
cc.) official fees of any kind, in particular costs of an official product inspection and costs of a possibly required subsequent registration of JUMA,
dd.) Consequential damages such as loss of revenue or profit due to sales bans, product recalls or costs of necessary changes to advertising materials.
12. Insurance
The Supplier is obliged to maintain a product liability insurance with a sufficient minimum coverage of 10.000.000 € per personal injury or property damage for the duration of the contractual relationship. Any further claims for damages shall remain unaffected.
13. Defects of title, guarantee of rights
a.) The Supplier warrants that the goods and services are free from third-party rights and that no third-party rights, in particular no industrial property rights (e.g. patents, utility models, designs, trademarks) and copyrights are infringed by their distribution, use and processing. This also applies to all advertising and packaging materials, photographs, sketches, product descriptions and other documents made available by the Supplier within the scope of the supply relationship. The Supplier indemnifies JUMA in this respect from all claims of third parties on first demand. The Supplier is also liable without own fault for all damages in this connection, especially for the necessary and reasonable costs of legal prosecution and defense.
b.) The Supplier commits himself to inform JUMA immediately, if he is claimed by third parties because of a product distributed to JUMA or similar products due to alleged infringements of property rights or rights of use. This obligation applies irrespective of the justification of the asserted claims. If the Supplier does not comply with this obligation and claims of the same kind are subsequently asserted against JUMA, the Supplier undertakes to reimburse JUMA for the costs of defending these claims and all damages arising in this connection.
c.) If third parties assert claims against JUMA because of a product supplied by the Supplier due to alleged infringements of property rights or rights of use, the Supplier undertakes to support JUMA in the defense against these claims, in particular to provide the necessary information without delay, to make declarations and to make original documents and other documents available without delay.
d.) The Supplier grants JUMA a right of use free of charge, unlimited in content, location and time, and transferable, to all advertising material and other documents (e.g. photographs, drawings, sketches, product descriptions, instructions for use and assembly) made available within the scope of the supply relationship. The right of use of JUMA does not end with a termination of the business relations with the Supplier. This includes, in particular, the use by other companies of the TAKKT Group, as well as the use on online trading platforms.
14. Reservation of proprietary rights
a.) All goods as well as all associated documents and records become unrestricted property of JUMA upon delivery, unless otherwise agreed.
b.) If a retention of title is agreed in favor of the Supplier, this has only the effect of a simple retention of title; JUMA is also entitled, notwithstanding the retention of title, to use, process and/or sell the goods at any time without restriction, as well as to transfer the ownership of the goods to third parties, even if the use by JUMA results in the loss of the retention of title.
c.) Materials, parts, containers and special packaging materials provided to the Supplier by JUMA remain the sole property of JUMA. These items may only be used by the Supplier to the extent agreed. If the Supplier processes materials and assembles parts for JUMA, JUMA shall become co-owner of the products manufactured with the materials and parts provided by JUMA in proportion of the value of the provided material to the value of the processing and the other components.
d.) The Supplier is obliged to provide JUMA with information about the stock of materials provided by JUMA at any time upon request.
15. Confidentiality
a.) These GTCP protect the confidential information which is made available to the Supplier by JUMA within the scope of the supply relationship.
b.) The use of the confidential information is only permitted within the scope and for the purpose of the activities contractually agreed between the parties.
c.) "Confidential information" is economically, legally, fiscally or technically sensitive or advantageous information of JUMA, which becomes known to the Supplier. Confidential information may be such information that is in any way identifiable as confidential or protected by law or whose confidential content is obvious. The term includes any visual material such as documents, writings, notes, digital records, etc., as well as oral communications.
d.) information known to the public is information that demonstrably was already accessible to the Supplier or its bodies, employees and authorized representatives (hereinafter referred to as "representatives") prior to its disclosure or became publicly known through no fault of theirs. Furthermore, the term "Confidential Information" shall not include such information which the Supplier has made accessible to itself, provided that this is evidenced by written records of such party or otherwise and no obligations set forth in this Agreement are undermined.
e.) The Supplier undertakes to keep confidential the confidential information received from JUMA. This means in particular that the Supplier shall not disclose such information to third parties, either itself or through employees, or otherwise use it for purposes other than those contractually agreed between the Parties.
f.) Any other use or disclosure of the information shall only be permissible if and to the extent that JUMA has given its prior written consent.
g.) The Supplier undertakes to treat the confidential information received from JUMA with at least the same care as it applies in its own affairs.
h.) The Supplier undertakes to comply with the statutory and contractual provisions on data protection when processing the confidential information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
i.) The Supplier shall use the confidential information received exclusively for the purpose of fulfilling the supply relationship. The rights to the information received by the Supplier from JUMA shall remain with JUMA, unless otherwise contractually agreed.
j) This obligation to protect confidential information does not include information which is publicly known.
k) The obligation to maintain confidentiality shall not apply to courts and authorities if there is a legal obligation (including under criminal law) to pass on/issue such information or if the respective information is relevant in a civil law suit between the parties or one of the parties and a third party. The Client shall be notified immediately of any disclosure of confidential information.
16. Data Protection
The Supplier assures JUMA and its affiliated companies that
1. all data received by the Supplier from JUMA will be treated confidentially and personal data will be collected, processed and used in compliance with the provisions of the GDPR and other applicable data protection regulations;
2. all data received from JUMA shall be collected, processed and used exclusively for purposes serving the performance of the contract existing with JUMA;
3. the data received from JUMA will not be transferred to third parties unless this is necessary for the fulfilment of the existing contract.
17. Guarantee declaration
The Supplier guarantees to JUMA and its affiliated companies that
1. both at the present time and in the future, by the inclusion of our products/articles in the product range of JUMA and the offer or resale of these products within the scope of their business operations, no domestic or foreign industrial property rights of third parties of any kind and on any legal grounds whatsoever, in particular no industrial property rights, are infringed. This shall also apply to photos, sketches, product descriptions and other templates provided. Furthermore, we herewith give our unrestricted consent that all documents made available (photos, sketches, product descriptions, etc.), irrespective of existing business relations, may be used by JUMA at its own discretion.
2. the products listed at JUMA
a) are available for at least 12 months from the date of publication of the advertising material in which they are included b) comply with the relevant regulations and safety standards of all countries in which they are offered by JUMA as well as with the relevant EU directives) if the conformity must be declared for them according to the respective current EU directives, are marked with the CE mark. Furthermore, the provision of the declaration of conformity as well as the technical documentation in all required languages is assured. In addition, the Supplier undertakes, at the latest until the first inclusion of a product in an advertising material of JUMA , to enclose assembly, operating and maintenance instructions either textless or in the languages of all countries in which the product is offered by JUMA in paper form with the product and to make them available in electronic form. Decisive for the time of inclusion in each case is the first day of publication of the corresponding advertising material. If and as far as Supplier at the time of inclusion of the product in an advertising material of JUMA have not or not properly provided the above listed documents, JUMA is entitled to have the documents produced and translated at the expense of the Supplier.
3. all delivered articles are free of defects for a period of at least 24 months, beginning with the receipt of the article by the end customer of JUMA and at least during the same period all spare parts for the articles are available.
For each case of violation of the above guarantees and warranties, the Supplier undertakes to indemnify JUMA from all claims of third parties and to compensate JUMA for all damages of whatever kind and on whatever legal grounds arising in connection with the violation. This includes, but is not limited to, contractual penalties and claims for damages. If claims are made against the Supplier by third parties on the basis of alleged infringements of property rights due to articles listed with JUMA or similar articles placed on the market by the Supplier, the Supplier will inform JUMA of this immediately, irrespective of the justification of these claims. If the Supplier does not comply with this obligation and JUMA is subsequently exposed to a similar claim, the Supplier undertakes to reimburse JUMA for the costs of defending these claims and the damages incurred in this connection. All the above warranties and representations apply to all countries in which JUMA currently actively markets its products, ships advertising materials or offers and sells products / items. If and insofar as JUMA extends its business activities to further countries, these further countries will be communicated to the Supplier and covered by the above guarantees. Upon request, JUMA will inform Supplier at any time of the countries currently covered. All possible product or packaging changes require the approval of JUMA. If, in the case of deliveries and assembly or erection, construction work is carried out by the Supplier within the meaning of §48 Para.1 Sentence 2 of the Income Tax Act, the service recipient must be provided with an exemption certificate in accordance with §48 b Para. 1 Sentence 1 of the Income Tax Act.
18. Miscellaneous
a.) The place of performance as well as the exclusive place of jurisdiction for all disputes arising from or in connection with these contracts or orders is the place of business of JUMA, Wormerveer, Netherlands. Notwithstanding the foregoing, JUMA is also entitled to sue the Supplier at the place of jurisdiction of its place of business.
b.) All contracts and orders between JUMA and the Supplier are subject to the law of the Netherlands (excluding the UN Convention on Contracts for the International Sale of Goods).
c.) Should one of the provisions of this contract or supplementary agreement between the parties be or become invalid in whole or in part, this shall not affect the validity of the remainder of this contract. In this case, the parties undertake to replace the invalid provision by a valid provision which comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally valid manner.
Status 14.12.2021
For all orders placed by JUMA International BV, hereinafter referred to as “JUMA”, only the present terms and conditions shall apply, unless expressly agreed otherwise. Any terms and conditions of the Supplier in its GTC, GTCP or in its order confirmation are hereby expressly rejected. Unconditional acceptance of order confirmations or deliveries shall not constitute recognition of such terms and conditions.
1. Scope of application
a.) All orders placed by JUMA are made exclusively based on the terms and conditions of this contract (hereinafter referred to as contract terms or purchase terms). The Terms and Conditions of Purchase are an integral part of all contracts which JUMA or a company of the JUMA-Group concludes with the Supplier concerning the deliveries and services offered by him. They also apply to all future deliveries, services or offers between the Supplier and JUMA, even if they are not agreed again separately.
b.) Deviating delivery and business conditions of the Supplier or third parties do not apply, even if JUMA does not separately object to their validity in individual cases, unless their validity was expressly agreed. Even if JUMA refers to a letter which contains or refers to the terms and conditions of the Supplier or a third party, this does not constitute an agreement to the validity of those terms and conditions.
2. Conclusion of Contract, Changes of Contract
a.) The contract is concluded by an order from JUMA and the acceptance of this order by the Supplier.
b.) JUMA is entitled to cancel the order if the Supplier does not accept it within a reasonable period, at the latest, however, within a period of two weeks after receipt of the order.
c.) Unless otherwise agreed, delivery call-offs within an order and call-off planning become binding if the Supplier does not object within five workdays after receipt.
d.) Cost estimates shall be binding and shall only be remunerated if this has been expressly agreed between the parties.
e.) Orders, contracts and delivery schedules as well as amendments or supplements thereto must be in writing. Verbal agreements of any kind - including subsequent changes or additions to these conditions of purchase - must be confirmed in writing by JUMA in order to be effective. The written form requirement shall be deemed to be fulfilled if the communication is made by electronic data transmission, fax or e-mail.
3. Prices
a.) Prices are agreed separately within a separate agreement. This agreement shall also specify the price and payment terms as well as the period of validity of the prices.
b.) Prices can also be agreed in the form that JUMA starts a price inquiry and the Supplier submits a binding price offer including a validity period.
c.) Agreed prices are binding for the agreed period and cannot be changed unilaterally. Unless there is a cost reduction in favor of JUMA, in which case it shall be passed on immediately.
4. Invoice, Payment
a.) Each delivery must be accompanied by a delivery note in which the order data of JUMA (customer order number, indication of the day of dispatch, Juma branded) are highlighted.
b.) Invoices must be sent to JUMA on the day of dispatch of the goods, in case of a partial delivery on the day of dispatch of the last partial delivery. They must not be enclosed with the delivery under any circumstances. JUMA only accepts invoices with validly stated value added tax, stating the tax number, the date of dispatch and the order data of JUMA.
c.) Unless otherwise agreed, JUMA is entitled to pay the invoices according to the industry practice after their receipt as follows: Up to 14 days after receipt of the invoice with a 3% discount, up to 30 days after receipt of the invoice net. A discount will be deducted from the final invoice amount (gross value).
d.) All payments from JUMA are subject to invoice verification.
5. Warehousing, Delivery and shipment
a.) The Supplier sells the goods to Juma and delivers the good to Juma’s customer directly (“dropshipment”). It is irrelevant whether the Supplier has the Goods supplied by a third party or manufactures the Goods himself. In addition to other dropshipment conditions set out herein, the Supplier and JUMA may agree that the Supplier shall store the Goods for JUMA for a period of time to be agreed individually and for a fee and that the Supplier shall only deliver the Goods to the customer upon JUMA's request. The Supplier shall notify JUMA in due time, but at least 7 working days in advance of the delivery date to its own warehouse, which shall give JUMA the opportunity to take delivery of the goods itself on site. In this case the delivery takes place at the Suppliers warehouse location within the European Union. Upon acceptance, the property rights shall pass to JUMA and a safeguard relationship shall be established between JUMA and the Supplier without further measures, with all rights and obligations associated therewith as agreed upon in a separate warehousing agreement. In addition JUMA has the right to conduct a physical inventory once per month on site.
b.) The delivery dates stated in orders and delivery schedules of JUMA or otherwise agreed upon by the parties are binding and represent fixed dates. If the Supplier does not meet a delivery deadline, JUMA is entitled, without prejudice to other legal rights, to procure a replacement from a third party at its reasonable discretion and to charge the Supplier for the higher procurement costs (including administrative costs at JUMA). The provisions of § 376 of the German Commercial Code (HGB) on fixed trade purchases do not apply.
b.) If no delivery date is agreed, the Supplier shall ensure the availability of the ordered products within 90 days after the placement of the order at the latest.
c.) JUMA is entitled to retain partial deliveries and only otherwise to exercise its contractual or legal rights.
d.) If the Supplier is not connected to the systems of JUMA via an electronic interface, the Supplier must notify JUMA of the dispatch of the ordered products on the next workday at the latest.
e.) Decisive for the compliance with the agreed delivery dates is the complete receipt of the goods by JUMA or by an authorized representative of JUMA at the place the goods are to be delivered to according to the contract. This applies accordingly to other services of the Supplier.
f.) Deliveries deviating from the contract or the order as well as partial deliveries are only permissible upon prior consent of JUMA.
g.) The Supplier is obligated to inform JUMA immediately about any threats or occurred delay in delivery, its cause and the expected duration of the delay. The default in delivery remains unaffected.
h.) In case of delay in delivery JUMA is entitled to all legal claims and can additionally demand a contractual penalty of 2 % of the respective order value for each commenced week of delay in delivery, even without proof of damage. JUMA is entitled to deduct forfeited contractual penalties from outstanding invoices between the parties. Claims of JUMA exceeding the contractual penalty remain unaffected.
i.) Force majeure, labor disputes, operational disruptions for which JUMA is not responsible, riots, official measures, pandemics and other unavoidable events release JUMA from the obligation of timely acceptance for the duration of their occurrence. During such events as well as within two weeks after their end, JUMA is entitled - without prejudice to other rights - to withdraw from the contract in whole or in part, insofar as these events are not of insignificant duration and the requirements of JUMA have been considerably reduced.
6. Transfer of risk, dispatch, packing
a.)Unless otherwise agreed in writing, all deliveries and services of the Supplier shall be made to the agreed place of performance at the Supplier's expense and risk. The Supplier bears all risks of loss or damage of the goods until the complete receipt of the delivery by JUMA or by an authorized representative of JUMA at the place where the goods are to be delivered according to the contract.
b.) The Supplier is responsible to JUMA for ensuring that the goods are individually shippable per item (unless otherwise agreed), properly packed for transport, safely loaded and using appropriate means of transport.
c.) In relation to JUMA the obligations according to the packaging law are the responsibility of the Supplier only. If necessary, the Supplier undertakes to join a system according to the packaging law.
d.) The Supplier is obliged to carry out all deliveries and services, which are carried out according to the contract by the Supplier directly to a customer of JUMA, strictly neutral in the name of JUMA or the respective company of the JUMA group and with their papers. JUMA shall provide the Supplier with the documents required for this purpose. For each case of violation of the obligation of sentence 1, the Supplier undertakes to JUMA to pay a contractual penalty determined by JUMA in each individual case at its reasonable discretion (§ 315 BGB). , but at least € 1,000 (in words: one thousand euros).
7. Liability for defects, legal guarantee
a.) JUMA is entitled to all legal guarantee rights without restriction and is entitled, at its own discretion, to demand removal of the defect or delivery of a defect-free item or compensation for damages.
b.) If the Supplier does not begin with the removal of the defect immediately after request for removal of the defect by JUMA, JUMA is entitled in urgent cases, in particular for the defense of acute dangers or for the avoidance of larger damages, to carry out the removal of the defect at the expense of the Supplier itself or by third parties.
c.) Legal guarantee claims for defects become time-barred at the earliest 24 months after transfer of risk to the customer JUMA. Defects reported during these periods must be remedied by the Supplier immediately and free of charge, including all ancillary costs, at JUMA's discretion by means of supplementary performance upon JUMA's request. Further legal or contractually agreed claims remain unaffected by this. Typical product wear and tear is not covered by this.
d.) The Supplier guarantees that at least for the duration of his legal guarantee obligation according to letter (c), all spare parts for the product are available.
e.) If the Supplier fulfils his obligation of subsequent performance by replacement delivery, the limitation period for the replacement delivery shall start anew from the passing of risk, unless the Supplier has expressly and appropriately reserved the right at the time of subsequent performance to make the replacement delivery only as a gesture of goodwill, to avoid disputes or in the interest of the continuation of the supply relationship.
f.) Acceptance of goods and services is subject to an inspection for freedom from defects, especially for correctness and completeness, insofar as and as soon as this is feasible in the ordinary course of business. Defects discovered will be reported by JUMA within ten working days after discovery. In this respect the Supplier waives the objection of delayed notice of defects.
g.) If JUMA incurs costs as a result of the defective delivery of the subject matter of the contract, especially transport, travel, labor and material costs or costs for an incoming goods inspection exceeding the usual scope, the Supplier shall bear these costs.
h.) If, in the reasonable opinion of JUMA, products show a significant number of justified complaints, which with a high degree of probability can be traced back to production errors or improper packaging of the Supplier or other circumstances for which the Supplier is responsible, the Supplier must, at the request of JUMA, immediately carry out production, packaging or other improvements for future deliveries in accordance with specifications which are also to be determined at the reasonable discretion of JUMA. Should a significantly more costly packaging become necessary, the Supplier can demand an appropriate adjustment of the purchase price from JUMA.
8. Special provisions for home brands
a) JUMA may agree with the Supplier that home brand products bearing the name XXL (if necessary with a descriptive addition, such as XXLselect) shall be manufactured exclusively for JUMA. If such an agreement is made, the Supplier is prohibited from selling these home brand products to other distributors, end customers or others.
b) If a special JUMA design concept is created at a later stage, the supplier is prohibited from manufacturing and selling other products with a comparable design concept.
c) The Supplier shall apply the XXL Logo in accordance with JUMA's specifications, especially regarding the positioning. For this purpose, the Supplier shall coordinate the specifications with JUMA at least two weeks before the start of production.
d) The Supplier shall prepare the conformity assessment for JUMA or submit the required declaration of conformity and ensure that all necessary or legally required certificates are available.
e) The Supplier shall observe the legally required information of the manufacturer or the distributor, especially on the product or the packaging. In this context, possible deviations of the respective target markets shall be specifically considered by the supplier.
f) The Supplier shall assume any liability of JUMA vis-à-vis third parties resulting from a violation of the Product Safety or Product Liability Act as well as any misconduct of the Supplier.
g) The Supplier grants JUMA a commercial guarantee of 2 years for all products.
h) The Supplier assures JUMA of the availability of the home brand products for a period of 2 years from the date of order.
i) The Supplier shall comply with all manufacturer's obligations (in particular storage obligations), in particular also if JUMA acts as distributor.
9. Returns
JUMA is entitled to demand from the Supplier a reasonable obligation to take back non-sold stock, which is built up at JUMA in the context of special promotions, such as mailings. The Supplier acknowledges that Juma grants the Customer a voluntary right of return within a period of 30 days and hereby undertakes vis-à-vis JUMA to also take back the returned products and to reimburse JUMA for the price of the goods.
10. Product quality, conformity with regulations
a.) The Supplier guarantees that each delivery and service comply with all relevant laws and regulations for the usual use of the contractual products in all European countries in which JUMA offers, sells and/or sends advertising material for the Supplier's products. JUMA shall provide the Supplier with a complete list of the countries covered hereby upon request.
b.) Subject to further commitments, the Supplier is obliged to hand over to JUMA goods of the agreed type and quantity in the quality and packaging and provided with the markings and markings that comply with the regulations and standards that apply to the provision of the goods on the market in the European Union at the time and correspond to the latest state of science and technology.
c.) The Supplier guarantees - as far as relevant - in particular:
aa.) Compliance with all requirements of Regulation 1907/2006/EC on the Registration, Evaluation, Authorization and Restriction of Chemicals ("REACH Regulation") and Regulation 1272/2008/EC on Classification, Labelling and Packaging of Substances and Mixtures ("CLP Regulation"). Supplier assures that the substances contained in the products delivered by him, as far as required under the provisions of the REACH Regulation and/or the CLP Regulation, have been registered and that he will provide JUMA with safety data sheets in accordance with the provisions of the REACH Regulation or the information required under Article 32 REACH Regulation without being requested to do so. The Supplier assures that the products delivered by him do not contain any substances of the so-called candidate list according to article 59 paragraph 1 and 10 REACH-Regulation. The Supplier undertakes to inform JUMA immediately in writing if - for whatever reason - products delivered by him contain substances of the candidate list; this applies, especially in case of extension of/addition to the candidate list. The Supplier shall name the individual substances and communicate the mass percentage as precisely as possible. Suppliers who have their company headquarters in a non-EU state undertake to appoint an Exclusive Representative in accordance with Article 8 REACH-VO with headquarters in the EU, who is to be announced to JUMA by name with indication of the address. The Exclusive Representative shall assume all registration and other REACH obligations of the Supplier. If the Exclusive Representative has carried out a pre-registration or registration, this must be notified to JUMA, stating the registration number. In case of a change of the Exclusive Representative or discontinuation of the activities of the Exclusive Representative, the Supplier shall inform JUMA immediately.
bb.) for electrical equipment the compliance with all requirements of the Directive 2014/35/EU on the harmonization of the laws of the Member States relating to electrical equipment designed for use within certain voltage limits (Low Voltage Directive);
cc.) for electrical and electronic equipment of any equipment category, as well as components therefor, compliance with all specifications and limit values of Directive 2015/863/EU (RoHS 3), which extends Directive 2011/65/EU, on the restriction of the use of certain hazardous substances in electrical and electronic equipment ("RoHS"), and the laws, regulations, rulings and other provisions adopted to implement it;
dd.) in the case of products falling within the scope of the Act on the Placing on the Market, the Taking Back and the Environmentally Sound Disposal of Electrical and Electronic Equipment ("ElektroG"), to have complied with all the requirements of the Act and to have duly registered as a producer with the Foundation Registration of Electric (al) devices (WEEE) for all brands and types of equipment to which the products are attributable;
ee.) compliance with the requirements for the labelling of energy consumption in accordance with the Ordinance on the Labelling of Energy-Related Products with Information on the Consumption of Energy and Other Important Resources (EnVKV);
ff.) the compliance with the respective relevant labelling requirements for all delivered products.
d.) The Supplier shall provide JUMA with all necessary information with respect to the products supplied by it required to comply with the disclosure obligations regarding so-called "conflict minerals" pursuant to Section 1502 of the US Dodd-Frank Act (Dodd-Frank Wall Street Reform and Consumer Protection Act). Under this statutory provision, companies subject to reporting
requirements under the U.S. Securities Exchange Act must disclose annually whether so-called "conflict minerals" necessary for the manufacture or function of their products originate in the DRC or its neighboring countries. The term "conflict minerals" is defined by the Dodd-Frank Act as the raw materials tantalum, tin, gold and tungsten, if their extraction and trade in these raw materials contribute to the financing or other support of armed groups in the DRC or its neighboring states (Angola, Burundi, Republic of Congo, Rwanda, Zambia, Sudan, Tanzania, Uganda, Central African Republic). In the event that the national legislator or the European Union enacts a comparable law or directive or regulation, the Supplier undertakes to immediately provide the information to be provided in accordance with such a regulation upon a corresponding request by JUMA. If such a regulation does not provide for information obligations comparable to the Dodd Frank Act, the Supplier shall, upon JUMA 's request, either confirm that the requirements of such a regulation are complied with or submit a binding schedule showing that the Supplier will ensure compliance with such requirements within a period of time reasonable for JUMA.
e.) At the request of JUMA, the Supplier shall immediately prove compliance with the relevant legal standards by means of test certificates issued by a recognized test laboratory.
f.) The Supplier is obligated to enclose with the delivered products a set of assembly or installation instructions, instructions for use and operating instructions either without text or in the languages of all countries in which the product is offered by JUMA or the respective company of the JUMA Group in paper form and to make these available to JUMA in electronic form, which meets the legal requirements, in particular the requirements of Directive 2001/95/EC and the Product Safety Act (ProdSG).
g.) As far as required for the deliveries or services of the Supplier the application of the CE-marking and/or a manufacturer's declaration or a declaration of conformity are prescribed or permissible, the Supplier is obliged to apply the CE-marking to the respective objects in compliance with all relevant legal regulations as well as to provide JUMA immediately and free of charge with the necessary manufacturer's declarations or declarations of conformity in the languages prescribed for the documentation or by legal regulations.
h.) The Supplier is obliged to exempt JUMA from any liability towards third parties or claims of third parties, which are due to the production, delivery, storage or use of the product delivered by the Supplier, on first demand. This exemption from liability does not apply if the claim is based on an intentional or grossly negligent breach of duty by JUMA.
i.) Prior to a recall action which is wholly or partly the result of a defect of the subject matter of the contract delivered by the Supplier, JUMA will inform the Supplier, give him the opportunity to participate and exchange information with him about an efficient implementation of the recall, unless the information or participation of the Supplier is not possible due to special urgency. Insofar as a recall action is the result of a defect in the subject matter of the contract delivered by the Supplier, the Supplier shall bear the costs of the recall action.
j.) If the Supplier violates his duties according to this § 9, he is obliged to compensate JUMA for all damages caused directly or indirectly by the violation of duty as well as for other expenses and disadvantages. This includes in particular the reimbursement of
aa.) fines,
bb.) costs of judicial and extrajudicial legal advice, defense and prosecution incurred as a result of claims made by authorities or third parties, including the costs of experts, surveyors and the obtaining of test reports,
cc.) official fees of any kind, in particular costs of an official product inspection and costs of a possibly required subsequent registration of JUMA,
dd.) Consequential damages such as loss of revenue or profit due to sales bans, product recalls or costs of necessary changes to advertising materials.
12. Insurance
The Supplier is obliged to maintain a product liability insurance with a sufficient minimum coverage of 10.000.000 € per personal injury or property damage for the duration of the contractual relationship. Any further claims for damages shall remain unaffected.
13. Defects of title, guarantee of rights
a.) The Supplier warrants that the goods and services are free from third-party rights and that no third-party rights, in particular no industrial property rights (e.g. patents, utility models, designs, trademarks) and copyrights are infringed by their distribution, use and processing. This also applies to all advertising and packaging materials, photographs, sketches, product descriptions and other documents made available by the Supplier within the scope of the supply relationship. The Supplier indemnifies JUMA in this respect from all claims of third parties on first demand. The Supplier is also liable without own fault for all damages in this connection, especially for the necessary and reasonable costs of legal prosecution and defense.
b.) The Supplier commits himself to inform JUMA immediately, if he is claimed by third parties because of a product distributed to JUMA or similar products due to alleged infringements of property rights or rights of use. This obligation applies irrespective of the justification of the asserted claims. If the Supplier does not comply with this obligation and claims of the same kind are subsequently asserted against JUMA, the Supplier undertakes to reimburse JUMA for the costs of defending these claims and all damages arising in this connection.
c.) If third parties assert claims against JUMA because of a product supplied by the Supplier due to alleged infringements of property rights or rights of use, the Supplier undertakes to support JUMA in the defense against these claims, in particular to provide the necessary information without delay, to make declarations and to make original documents and other documents available without delay.
d.) The Supplier grants JUMA a right of use free of charge, unlimited in content, location and time, and transferable, to all advertising material and other documents (e.g. photographs, drawings, sketches, product descriptions, instructions for use and assembly) made available within the scope of the supply relationship. The right of use of JUMA does not end with a termination of the business relations with the Supplier. This includes, in particular, the use by other companies of the TAKKT Group, as well as the use on online trading platforms.
14. Reservation of proprietary rights
a.) All goods as well as all associated documents and records become unrestricted property of JUMA upon delivery, unless otherwise agreed.
b.) If a retention of title is agreed in favor of the Supplier, this has only the effect of a simple retention of title; JUMA is also entitled, notwithstanding the retention of title, to use, process and/or sell the goods at any time without restriction, as well as to transfer the ownership of the goods to third parties, even if the use by JUMA results in the loss of the retention of title.
c.) Materials, parts, containers and special packaging materials provided to the Supplier by JUMA remain the sole property of JUMA. These items may only be used by the Supplier to the extent agreed. If the Supplier processes materials and assembles parts for JUMA, JUMA shall become co-owner of the products manufactured with the materials and parts provided by JUMA in proportion of the value of the provided material to the value of the processing and the other components.
d.) The Supplier is obliged to provide JUMA with information about the stock of materials provided by JUMA at any time upon request.
15. Confidentiality
a.) These GTCP protect the confidential information which is made available to the Supplier by JUMA within the scope of the supply relationship.
b.) The use of the confidential information is only permitted within the scope and for the purpose of the activities contractually agreed between the parties.
c.) "Confidential information" is economically, legally, fiscally or technically sensitive or advantageous information of JUMA, which becomes known to the Supplier. Confidential information may be such information that is in any way identifiable as confidential or protected by law or whose confidential content is obvious. The term includes any visual material such as documents, writings, notes, digital records, etc., as well as oral communications.
d.) information known to the public is information that demonstrably was already accessible to the Supplier or its bodies, employees and authorized representatives (hereinafter referred to as "representatives") prior to its disclosure or became publicly known through no fault of theirs. Furthermore, the term "Confidential Information" shall not include such information which the Supplier has made accessible to itself, provided that this is evidenced by written records of such party or otherwise and no obligations set forth in this Agreement are undermined.
e.) The Supplier undertakes to keep confidential the confidential information received from JUMA. This means in particular that the Supplier shall not disclose such information to third parties, either itself or through employees, or otherwise use it for purposes other than those contractually agreed between the Parties.
f.) Any other use or disclosure of the information shall only be permissible if and to the extent that JUMA has given its prior written consent.
g.) The Supplier undertakes to treat the confidential information received from JUMA with at least the same care as it applies in its own affairs.
h.) The Supplier undertakes to comply with the statutory and contractual provisions on data protection when processing the confidential information. This also includes state-of-the-art technical security measures (Art. 32 GDPR) and the obligation of employees to maintain data secrecy (Art. 28 para. 3 lit. b GDPR).
i.) The Supplier shall use the confidential information received exclusively for the purpose of fulfilling the supply relationship. The rights to the information received by the Supplier from JUMA shall remain with JUMA, unless otherwise contractually agreed.
j) This obligation to protect confidential information does not include information which is publicly known.
k) The obligation to maintain confidentiality shall not apply to courts and authorities if there is a legal obligation (including under criminal law) to pass on/issue such information or if the respective information is relevant in a civil law suit between the parties or one of the parties and a third party. The Client shall be notified immediately of any disclosure of confidential information.
16. Data Protection
The Supplier assures JUMA and its affiliated companies that
1. all data received by the Supplier from JUMA will be treated confidentially and personal data will be collected, processed and used in compliance with the provisions of the GDPR and other applicable data protection regulations;
2. all data received from JUMA shall be collected, processed and used exclusively for purposes serving the performance of the contract existing with JUMA;
3. the data received from JUMA will not be transferred to third parties unless this is necessary for the fulfilment of the existing contract.
17. Guarantee declaration
The Supplier guarantees to JUMA and its affiliated companies that
1. both at the present time and in the future, by the inclusion of our products/articles in the product range of JUMA and the offer or resale of these products within the scope of their business operations, no domestic or foreign industrial property rights of third parties of any kind and on any legal grounds whatsoever, in particular no industrial property rights, are infringed. This shall also apply to photos, sketches, product descriptions and other templates provided. Furthermore, we herewith give our unrestricted consent that all documents made available (photos, sketches, product descriptions, etc.), irrespective of existing business relations, may be used by JUMA at its own discretion.
2. the products listed at JUMA
a) are available for at least 12 months from the date of publication of the advertising material in which they are included b) comply with the relevant regulations and safety standards of all countries in which they are offered by JUMA as well as with the relevant EU directives) if the conformity must be declared for them according to the respective current EU directives, are marked with the CE mark. Furthermore, the provision of the declaration of conformity as well as the technical documentation in all required languages is assured. In addition, the Supplier undertakes, at the latest until the first inclusion of a product in an advertising material of JUMA , to enclose assembly, operating and maintenance instructions either textless or in the languages of all countries in which the product is offered by JUMA in paper form with the product and to make them available in electronic form. Decisive for the time of inclusion in each case is the first day of publication of the corresponding advertising material. If and as far as Supplier at the time of inclusion of the product in an advertising material of JUMA have not or not properly provided the above listed documents, JUMA is entitled to have the documents produced and translated at the expense of the Supplier.
3. all delivered articles are free of defects for a period of at least 24 months, beginning with the receipt of the article by the end customer of JUMA and at least during the same period all spare parts for the articles are available.
For each case of violation of the above guarantees and warranties, the Supplier undertakes to indemnify JUMA from all claims of third parties and to compensate JUMA for all damages of whatever kind and on whatever legal grounds arising in connection with the violation. This includes, but is not limited to, contractual penalties and claims for damages. If claims are made against the Supplier by third parties on the basis of alleged infringements of property rights due to articles listed with JUMA or similar articles placed on the market by the Supplier, the Supplier will inform JUMA of this immediately, irrespective of the justification of these claims. If the Supplier does not comply with this obligation and JUMA is subsequently exposed to a similar claim, the Supplier undertakes to reimburse JUMA for the costs of defending these claims and the damages incurred in this connection. All the above warranties and representations apply to all countries in which JUMA currently actively markets its products, ships advertising materials or offers and sells products / items. If and insofar as JUMA extends its business activities to further countries, these further countries will be communicated to the Supplier and covered by the above guarantees. Upon request, JUMA will inform Supplier at any time of the countries currently covered. All possible product or packaging changes require the approval of JUMA. If, in the case of deliveries and assembly or erection, construction work is carried out by the Supplier within the meaning of §48 Para.1 Sentence 2 of the Income Tax Act, the service recipient must be provided with an exemption certificate in accordance with §48 b Para. 1 Sentence 1 of the Income Tax Act.
18. Miscellaneous
a.) The place of performance as well as the exclusive place of jurisdiction for all disputes arising from or in connection with these contracts or orders is the place of business of JUMA, Wormerveer, Netherlands. Notwithstanding the foregoing, JUMA is also entitled to sue the Supplier at the place of jurisdiction of its place of business.
b.) All contracts and orders between JUMA and the Supplier are subject to the law of the Netherlands (excluding the UN Convention on Contracts for the International Sale of Goods).
c.) Should one of the provisions of this contract or supplementary agreement between the parties be or become invalid in whole or in part, this shall not affect the validity of the remainder of this contract. In this case, the parties undertake to replace the invalid provision by a valid provision which comes as close as possible in economic terms to the meaning and purpose of the invalid provision in a legally valid manner.
Status 14.12.2021