Article 1. Definitions
In these General Terms and Conditions of Purchase, below terms/expressions are defined as follows:
STRUKTURMETALL: Means the Gesellschaft mit beschränkter Haftung according to German law
Strukturmetall Deutschland GmbH & Co. KG (with its registered office in Bretzfeld, registered in the Commercial Register A of the Local Court Stuttgart under HRA 580774).General Terms and Conditions of Purchase: The present General Terms and Conditions of Purchase of STRUKTURMETALL for supply of Goods and provision of Services.
Services: Services that do not consist in the production of a physical work, the safekeeping of objects, the delivery of works or the transportation (transportation by others) of persons or objects.
Goods: Moveable objects, immovable objects, software and property rights.
Supplier: The party supplying Goods to STRUKTURMETALL and/or performing Services for STRUKTURMETALL or having agreed with STRUKTURMETALL to do so.
Parties: STRUKTURMETALL and the Supplier.
In Writing: Any form of communication by postal service, by e-mail or by any other electronic data transfer.
Offer: A document drawn up by the Supplier at the request of STRUKTURMETALL containing a specified binding Offer in relation to a planned Contract.
Order: A purchase Order placed In Writing by STRUKTURMETALL with the Supplier in respect of the supply of Goods and/or provision of Services. Contract: the written summed up understandings between STRUKTURMETALL and the Supplier regarding the purchase of Goods and/or Services by STRUKTURMETALL as well as all related (legal) actions.
Force Majeure: any irregularity caused by circumstances beyond the reasonable control of the party concerned.
Force Majeure shall in any case not be understood to include: staff illness, staff shortages, strikes, late delivery or unsuitability of materials, irrespective of the reason and/or liquidity or other financing problems on the part of the Supplier. Force Majeure shall also not be understood to mean the circumstance that one (more) third party/parties involved by the Supplier violate(s) its (their) obligations.
Article 2. General Conditions
2.1 The General Terms and Conditions of Purchase shall only apply to entrepreneurs within the meaning of §§ 14 and 310 of the German Civil Code (BGB). They shall apply to all enquiries, Offers, quotations, Orders, order confirmations, Contracts and all other legal acts relating to the delivery of Goods and/or provision of Services.
2.2. STRUKTURMETALL expressly rejects the application of any general terms and conditions used by the Supplier.
2.3. Deviations from the General Terms and Conditions of Purchase shall only be effective if expressly agreed In Writing and shall only apply to the Contract in question.
Article 3. Formation and amendments of
3.1. Requests for an Offer are non-binding and do not bind STRUKTURMETALL. Enquiries from STRUKTURMETALL shall be considered as an invitation to submit an Offer.
3.2 Any Offer made by the Supplier by spoken word or In Writing shall be binding and irrevocable.3.3. Offers of the Supplier are free of charge.
3.4. The Contract shall be concluded by written acceptance of the Offer.3.5. If STRUKTURMETALL places an Order without a previous Offer from the Supplier, the Contract shall be concluded as soon as two (2) working days have elapsed after receipt of this written Order without the Supplier having objected to its content.
3.6. STRUKTURMETALL shall be entitled to change an Order placed by it after the conclusion of the Contract without being liable to the Supplier for payment or damages, provided that STRUKTURMETALL notifies the Supplier In Writing of its wish to do so within a reasonable period of time after the conclusion of the Contract, provided that the change is reasonable for the Supplier and does not result in excessive economic burdens for the Supplier.
Article 4. Prices and payment
4.1. All agreed prices are fixed prices and are to be understood in Euros.
4.2 The agreed prices are exclusive of VAT and include all costs in connection with the performance of the Supplier's obligations, including but not limited to import and export duties, consumption taxes as well as all other taxes and duties levied or imposed in connection with the Goods and/or Services and furthermore all costs for documentation, packaging and shipping.
4.3. Price increases due to additional work may only be invoiced by the Supplier if STRUKTURMETALL has agreed to this additional work in advance In Writing. The Supplier shall not be entitled to unilaterally increase the price, in particular if the cost of raw materials increases for unexpected reasons after conclusion of the Contract.
4.4. In the case of Contracts for the supply of Goods, the Supplier shall not be entitled to invoice the price of the Goods until delivery has been completed in the manner set out in Article 5.7.
4.5. In the case of Contracts for the provision of Services, the Supplier is only entitled to invoice the price of the Services once the Supplier has provided the Services and STRUKTURMETALL has accepted them In Writing.
4.6. The payment period shall be sixty (60) days after receipt of the invoice.
4.7. Invoices must meet the legal requirements and are preferably to be transmitted digitally as a PDF file. Furthermore, invoices are to be provided with the Order and/or Order number of STRUKTURMETALL.
4.8. Should the Supplier not comply with any obligation arising from the Contract or the General Terms and Conditions of Purchase (in full), STRUKTURMETALL shall be entitled to suspend its payment obligation towards the Supplier.
4.9. STRUKTURMETALL shall at all times be entitled to set off claims, which the Supplier has against it, against claims which it or a company associated with it has against the Supplier or a company associated with the Supplier for any reason.
4.10. A payment effected by STRUKTURMETALL does not imply any waiver of rights.
Article 5. Delivery
5.1. The delivery of Goods shall be DDP ("Delivered Duty Paid") in accordance with the latest version of Incoterms issued by the International Chamber of Commerce ("ICC"), at the agreed place of delivery, punctually at the agreed time within STRUKTURMETALL's applicable unloading times or within the agreed period(s) as specified in the Contract. The agreed time or period is of a definitive nature. A delivery shall also be understood to include the delivery of all related auxiliary materials and any related documentation. The Supplier shall – if necessary – arrange for the application and obtaining of the export licence required to export the Goods from the country of origin.
5.2. The Supplier shall perform and/or hand over the result of the Services at the time regulated in the Contract at the place regulated in the Contract.
5.3. If the delivery cannot be made at the agreed time or within the agreed period, the Supplier shall inform STRUKTURMETALL of this In Writing, stating the correct delivery dates. The Supplier shall only be entitled to make partial deliveries with the prior written consent of STRUKTURMETALL. If STRUKTURMETALL has agreed to make partial deliveries, for the application of this article delivery shall also be understood as a partial delivery.
5.4. If a deadline agreed for the delivery (for parts of the delivery) is exceeded, the Supplier shall be in default without the need for a reminder.
5.5. Without prejudice to STRUKTURMETALL's claim for compensation for any damage incurred, the Supplier shall owe an immediately due contractual penalty amounting to 1% of the value of the Order, but not more than 10% of the value of the Order, for each week, including each commenced week, by which the delivery deadline is culpably exceeded without a notice of default being required. The contractual penalty shall be set off against any additional damages claimed.
5.6. A delivery exceeding or falling below the ordered quantity shall only be accepted if STRUKTURMETALL and the Supplier expressly agree on this In Writing.
5.7. The delivery shall be complete once the Goods have been received by or on behalf of STRUKTURMETALL and delivery has been acknowledged by or on behalf of STRUKTURMETALL. This is without prejudice to the fact that the delivered Goods may be rejected in accordance with Article 9 Clause 3. If STRUKTURMETALL has acknowledged the delivery, the Supplier cannot derive any rights from this apart from confirmation that the Goods have been received.
5.8. The Supplier shall not be authorised to suspend his delivery obligation in the event that STRUKTURMETALL does not fulfil one or more of its obligations.
Article 6. Transfer of risk and title
6.1 Costs and risk in relation to the Goods shall be borne by the Supplier until completion of the delivery within the meaning of Article 5.7. 6.2. Ownership of the Goods shall pass to STRUKTURMETALL as soon as the delivery within the meaning of Article 5.7 has been completed.
Article 7. Packaging
7.1. The Supplier shall pack the Goods at its own expense in compliance with the requirements applicable by law or pursuant to law or pursuant to the Contract and in a manner suitable for the Goods so that they reach their destination in good condition and undamaged.
7.2. The Supplier shall attach to each delivery a packing slip containing the following: (i) the complete order number; (ii) the item number, quantity and description for each item; and (iii) if indicated, the part number.
7.3. For objects with a unit weight of more than one thousand (1000) kilograms, the weight must also be clearly indicated.
Article 8. Testing
STRUKTURMETALL is entitled to inspect the Goods, the production process in relation to the Goods and/or the inspection process in relation to the Goods at any time during the Supplier's normal business hours. In the event that STRUKTURMETALL carry out an examination or test at the Supplier's site, the Supplier shall, in the interest of the safety and comfort of STRUKTURMETALL's employees carrying out the examination, provide adequate facilities and cooperate in the examination. The costs of the examination shall be borne by the Supplier, unless the examination has shown that the delivered Goods comply with the agreed standards and specifications.
Article 9. Guarantee/special requirements on the Goods and warranty
9.1. The Supplier represents and warrants to STRUKTURMETALL that, where applicable, all Goods:
(a) are appropriate for the purpose intended, new, merchantable, of good quality and free from defects in design, materials, construction and manufacturing;
(b) are in strict conformity with the standards and specifications, including the agreed quantity, approved samples and all other requirements of the Contract;
(c) are free from all security interests and encumbrances;
(d) have been designed, manufactured and supplied in compliance with all applicable legislation, including Directive 2001/95/EC on general product safety, and any other governmental requirements;(e) are supplied with all the information and instructions necessary for correct and safe use; and
(f) meet the requirements of the safety and quality standards applicable within the industry at the time of delivery.
9.2. The Supplier represents and warrants that it will provide STRUKTURMETALL with all information necessary to enable STRUKTURMETALL to comply with applicable law and all applicable requirements in its use of the Goods.
9.3. Should, in the opinion of STRUKTURMETALL, become apparent after delivery that the Goods do not meet the agreed requirements, in particular those referred to in Article 9.1, STRUKTURMETALL shall reject the Goods and inform the Supplier thereof In Writing as soon as possible.STRUKTURMETALL shall, at its own discretion, decide whether the Supplier shall repair, replace, reimburse the rejected Goods at first required within a period set by STRUKTURMETALL, or at its choice deliver missing items at a later date, until the agreed requirements are fulfilled; this is without prejudice to the other rights and claims of STRUKTURMETALL on the occasion of a defective delivery (including the right to withdraw from the Contract and the claim for damages). All costs to be incurred in connection with this Article (including repair and dismantling costs) shall be borne by the Supplier.
9.4. If the Supplier does not fulfil his obligations in Article 9.3 after setting a reasonable deadline, STRUKTURMETALL shall be entitled to carry out (have carried out) the actions mentioned in that Article for the account and risk of the Supplier.
STRUKTURMETALL shall inform the Supplier thereof.
9.5. Should it become apparent that the delivered Goods do not meet the provisions as specified in the Contract and the General Terms and Conditions of Purchase or the guarantees given and/or requirements agreed in the Contract, STRUKTURMETALL shall be authorised to exercise the rights referred to in Articles 9.3 and 9.4.
9.6. The Supplier warrants that the Goods will comply with the Contract and the General Terms and Conditions of Purchase for a period of twenty-four (24) months ("Warranty Period“) after completion of delivery as defined in Article 5.7 or after replacement or addition to which the warranty provisions apply.
9.7. This shall not affect the Supplier's obligation to reimburse the other costs necessarily incurred by STRUKTURMETALL as a result of or in connection with the Supplier's failure to fulfil the warranty obligations within the meaning of this Article until the Services have been provided in accordance with the agreed requirements or the non-conforming Goods have been repaired and/or replaced.
9.8. This Article does not release the Supplier from its liability for latent defects in Goods supplied, which become apparent after the expiry of the warranty period but which were present before the expiry of that warranty period, but not for more than ten (10) years after the expiry of the warranty period.
(a) The Supplier declares that he will comply with the provisions of Article 33 of the REACH Regulation (Regulation (EC) No. 1907/2006), in particular that he will provide STRUKTURMETALL with information on SVHC substances included in the REACH SVHC Candidate List if such a substance is present in Goods to be delivered by the Supplier with more than 0.1 percent by weight.
(b) In addition to the regulations in point (a) of this Article, the Supplier - located in the EU - fulfils the obligations of Article 9(1) of Directive 2008/98/EC (Waste Framework Directive) by reporting Goods (including packaging material) containing more than 0.1% by weight of a substance on the REACH Candidate List to ECHA for the SCIP database. Beyond that, the Supplier shall provide STRUKTURMETALL with the SCIP notification number so that STRUKTURMETALL and its customers can base their own SCIP notifications on it.
(c) The Goods must also comply with the restrictions regulated in REACH Annex XVII and Regulation (EC) 2019/1021 (POPs Regulation).
9.10. The Supplier declares that he complies with the regulations of Directive (EC) 2011/65/EU (RoHS Directive) and that the Goods (including packaging material) do not contain any RoHS restrictions above their limit value. If the concentrations exceed the limit values, the Supplier shall inform STRUKTURMETALL In Writing prior to delivery.
9.11. The Supplier declares that he strictly complies with the obligations arising from Regulation (EU) 2017/821 (Conflict Minerals Regulation) and provides STRUKTURMETALL with a corresponding written declaration at first request.
9.12. At the request of STRUKTURMETALL, the Supplier shall provide a Supplier's declaration for Goods with preferential originating status.
Article 10. Provision of Services
10.1. The Supplier shall provide the Services professionally and with due care, using the correct materials and sufficiently qualified employees, auxiliary persons and/or third Parties.
10.2. The Supplier may only have the Contract executed in whole or in part by one or more third parties with the prior written consent of STRUKTURMETALL. The Supplier shall be liable in full for the acts and omissions of all third parties contracted by the Supplier in connection with the Services.
10.3. When executing the Contract, the Supplier may only use materials and auxiliary means, which are the property of STRUKTURMETALL with the prior consent of STRUKTURMETALL; these items shall be made available to the Supplier on loan exclusively for this purpose. STRUKTURMETALL may attach conditions to the loan. 10.4. The materials, drawings, models, instructions, specifications and other auxiliary means made available by STRUKTURMETALL or acquired or manufactured by the Supplier for the account of STRUKTURMETALL shall remain the property of STRUKTURMETALL or shall become the property of STRUKTURMETALL at the time of acquisition, manufacture or payment.
10.5. The statutory warranty claims of STRUKTURMETALL exist in addition to the terms of guarantee as regulated above.
Article 11. Safety
11.1. When providing the Services on premises belonging to STRUKTURMETALL, the Supplier shall in all cases comply with the safety regulations and house rules in force there, expressly including, but not limited to, provisions of STRUKTURMETALL. 11.2 The Supplier is responsible for the compliance with the safety regulations and house rules applicable at STRUKTURMETALL by his employees or other auxiliary persons who carry out work in the Supplier's area of responsibility on the basis of the Contract ("Personnel"), and other persons involved by the Supplier in the execution of the Contract.
11.3 STRUKTURMETALL shall be authorised to control the identity of the Supplier's Personnel and other persons used by the Supplier in the execution of the Contract and shall also be authorised to inspect and verify all materials, equipment and other supplies to be used by the Supplier in the execution of the Contract.
11.4. The Supplier shall ensure that his presence and the presence of his Personnel and/or other auxiliary persons, whom the Supplier involves in the execution of the Contract, on the premises and in the buildings of STRUKTURMETALL do not impede the undisturbed course of the work of STRUKTURMETALL and third parties.
11.5. Costs due to delays in the execution of the Contract as a result of failure to comply with the obligations referred to in this Article shall be borne by the Supplier.
Article 12. Personnel
12.1 If it becomes apparent during the execution of the Contract that the Personnel is not acting in the interest of the proper execution of the Contract and/or cannot continue the execution of the Contract due to given circumstances, STRUKTURMETALL shall have the right to have the person concerned exchanged by the Supplier at first request.
12.2 The exchange of Personnel requires a written request or prior written consent by STRUKTURMETALL. Any costs associated with this shall be borne by the Supplier.
12.3 The Supplier shall assure that all applicable labour law/work safety law and other regulations under public law are adhered to when employing the Personnel.
12.4 The Supplier shall be responsible and liable for the fulfilment of the obligations resulting from the Contract in accordance with the applicable tax and social security law. The Supplier shall indemnify STRUKTURMETALL against all claims of the tax administration and any third parties with regard to value-added tax, wage tax, social security contributions owed by the Supplier or a third party in connection with the execution of the Contract.
12.5 The Supplier shall not be permitted to entice away and/or employ employees of STRUKTURMETALL who are involved in the execution of the Contract during the execution of the Contract, unless STRUKTURMETALL has agreed In Writing in advance.
The Supplier shall forfeit a contractual penalty in the amount of € 50,000.00 (in words: "fifty thousand Euros") due immediately for each culpable breach of this Article. STRUKTURMETALL may assert claims for damages. A forfeited contractual penalty shall be credited.
Article 13. Secrecy
13.1. The Supplier shall keep secret the existence, the nature and the content of the Contract as well as other operational information, which comes to his knowledge within the scope of the delivery of Goods to STRUKTURMETALL and/or the provision of Services for STRUKTURMETALL and which he can reasonably assume to be confidential and thus not disclose it to third parties without the prior written consent of STRUKTURMETALL. Confidential information shall in any case - but not exclusively - be understood as prices handled by STRUKTURMETALL, commercial arrangements made between the Parties and operational information in the broadest sense of (customers of) STRUKTURMETALL.
13.2. The Supplier shall be obliged to impose the confidentiality obligation referred to in this Article on its employees/workers and third parties who necessarily acquire or have knowledge of the information referred to in paragraph 1 of this Article and shall be responsible for ensuring that such employees/workers and third parties comply with this obligation.
13.3 The confidentiality obligation within the meaning of this Article shall not apply if and to the extent that an obligation to disclose exists under applicable law, a court decision or a ruling of a supervisory or other authority, whereby in the latter case the Supplier shall agree in advance the manner of disclosure with STRUKTURMETALL and limit the disclosure to the part of the information to which the Supplier's obligation to disclose extends.
13.4. In the event of non-fulfilment of the obligations under this Article, STRUKTURMETALL shall have the right to terminate the Contract with immediate effect without being liable to pay damages to the Supplier. Beyond that, the Supplier shall owe an immediately due contractual penalty in the amount of € 25,000.00 (in words: "twenty-five thousand Euros") for each culpable violation plus an amount of € 5,000.00 (in words: "five thousand euros") for each commenced day that the violation continues; this shall not affect STRUKTURMETALL's claim against the Supplier for full compensation for damages.
Article 14. Liability
14.1. STRUKTURMETALL expressly excludes any (risk) liability on the part of STRUKTURMETALL for direct damage, indirect damage and consequential damage, operating damage, lost profit, reduced goodwill, damage due to operational standstill, falsification or loss of data and all other forms of direct and/or indirect damage caused by STRUKTURMETALL.
14.2 This shall not apply if liability is mandatory, e.g. under the Product Liability Act. Furthermore, this shall not apply to claims for damages due to injury to life, limb or health and to claims for damages due to the breach of essential contractual obligations.
Material contractual obligations are those whose fulfilment is necessary to achieve the objective of the Contract, for example the acceptance of the Goods.
Furthermore, the exclusion of liability does not apply to claims for damages, which are based on an intentional or grossly negligent breach of duty by STRUKTURMETALL, its legal representative or its vicarious agents.
In the event of a violation of essential contractual obligations, liability shall, however, be limited to the foreseeable damage typical of the Contract.
14.3. The Supplier shall be liable and shall indemnify and hold STRUKTURMETALL harmless in respect of all damage caused to STRUKTURMETALL or third parties as a result of a breach of its obligations under the Contract or a tort or any other legal basis by the Supplier, its Personnel or third parties, involved in the execution of the Contract, including but not limited to auxiliary persons and subcontractors, unless the damage in question is due to intent or deliberate recklessness on the part of STRUKTURMETALL's superior authorised personnel.
14.4. The Supplier shall indemnify STRUKTURMETALL against all financial consequences of claims asserted by third parties in connection with the performance of his obligations under the Contract.
14.5. The Supplier shall adequately insure himself against liability within the meaning of this Article and maintain the insurance cover and shall grant STRUKTURMETALL the opportunity to inspect the insurance policy upon request. This statutory duty to insure also extends to auxiliary means, which are involved in any way in the execution of the Contract. The aforementioned right to inspect does not release the Supplier from his liability in this respect.
Article 15. Termination
15.1. If and to the extent that the Supplier fails to perform any obligation arising out of or otherwise relating to the Contract, or fails to perform such obligation in a timely or proper manner, STRUKTURMETALL may, at its own discretion:
(i) concede the Supplier the opportunity to make up for the fulfilment of its obligations within a period set by it;
(ii) suspend the execution of the Contract in whole or in part;
(iii) terminate the Contract (in part) upon thirty (30) days' notice, in each case without STRUKTURMETALL being obliged to compensate any damage.
15.2. STRUKTURMETALL shall further be entitled to terminate the Contract concluded with the Supplier without being obliged to compensate any damage in the following cases:
(i) judicial suspension of payments (or corresponding application) or opening of insolvency proceedings (or corresponding application) of the Supplier;
(ii) official order of support or asset management for the Supplier;
(iii) sale or discontinuation of the Supplier's business;
(iv) revocation of approvals of the Supplier, which are necessary for the execution of the Contract; or
(v) attachment of a significant part of the Supplier's operating resources.
15.3. In the event of Force Majeure on the part of one of the Parties, the execution of the Contract shall be suspended in whole or in part for as long as the Force Majeure continues, without the Parties being liable to each other for damages. The party wishing to invoke force majeure must notify the other party In Writing without undue delay and in any event within three (3) working days of the Force Majeure situation arising, failing which the right to invoke force majeure shall lapse. If the Force Majeure condition lasts longer than thirty (30) days, the other Party shall have the right to terminate the Contract with immediate effect In Writing without being liable for damages.
Article 16. Intellectual property
16.1. Drawings, illustrations and calculations provided by STRUKTURMETALL to the Supplier within the framework of the Contract shall remain the property of (customers of) STRUKTURMETALL and may only be used by the Supplier for the execution of the Contract. After expiry of the Contract, the relevant documents and information shall be returned to STRUKTURMETALL at first request.
16.2 If rights in connection with intellectual property arise during the execution of the Contract, STRUKTURMETALL shall be entitled to an exclusive right of utilisation. To the extent that by operation of law the Supplier becomes the owner of the intellectual property rights, the Supplier shall assign these exclusive rights of use of the intellectual property in advance to STRUKTURMETALL and, if necessary, the Supplier shall cooperate in this assignment and the Supplier authorises STRUKTURMETALL in advance to do everything necessary to achieve that STRUKTURMETALL becomes the owner of the intellectual property rights. As far as legally permissible, the Supplier waives any personal rights, which remain with the Supplier. 16.3. By entering into the Contract, the Supplier declares that the manufacture, supply, use and/or repair of the Goods and each of the components and the application of the related methods of operation do not infringe any industrial and intellectual property rights of third parties.
16.4. The Supplier shall indemnify STRUKTURMETALL against any liability asserted by a third party due to an alleged infringement of industrial and intellectual property rights of third parties. If STRUKTURMETALL is made aware of an alleged infringement by a third party, STRUKTURMETALL shall immediately inform the Supplier thereof.
Article 17. Data protection
If and to the extent to which personal data are transmitted in the context of the execution of the Contract, the Parties will process them with care, confidentially and in accordance with the General Data Protection Regulation.
Article 18. Other provisions, prohibition of assignment, limitation of claims against STRUKTURMETALL
18.1 The Supplier Code of Conduct of STRUKTURMETALL (hereinafter: "SCoC") constitutes an inseparable part of the Contract. The Supplier guarantees to fully comply with this SCoC. The most recent version of the SCoC is published on the website www.mcb.eu. STRUKTURMETALL reserves the right to unilaterally amend the SCoC if it deems this necessary. Should the SCoC change, STRUKTURMETALL shall inform the Supplier thereof.
18.2. The Supplier shall neither transfer nor outsource its rights and obligations under the Contract in whole or in part to third parties without the prior written consent of STRUKTURMETALL.
18.3. To the extent that one or more provisions of these General Terms and Conditions of Purchase are or become invalid, the Parties shall agree on one or more replacement provisions, which (in economic terms) take into account the original provision(s) as far as possible. The other provisions of the General Terms and Conditions of Purchase shall remain in full force and effect and shall not be affected by the invalidity of the other provisions.
18.4. Claims of the Supplier against STRUKTURMETALL shall become statute-barred at the latest – to the extent permitted by law – after one (1) year after their origination and after the Supplier is aware or should have been aware of the claim.
Article 19. Governing law and
19.1. Unless otherwise stipulated in the Terms and Conditions of Purchase or in the individual Contracts, the law of the Federal Republic of Germany, excluding the UN Convention on Contracts for the International Sale of Goods (CISG), shall apply to the Contracts concluded under these Terms and Conditions, their conclusion, effectiveness, interpretation and execution as well as to all other legal relationships existing between the Parties.
19.2 The exclusive place of performance of all obligations arising from the contractual relationships shall be the registered office of the respective corporation of STRUKTURMETALL as contractual partner.
19.3. Exclusive place of jurisdiction for all disputes arising between the Parties is Bretzfeld.