General Sales Terms and Conditions
TENNECO General Sales Terms and Conditions EMEA 08 / 2024
1. GENERAL – SCOPE OF APPLICATION AND DEFINITIONS
1.1 These general terms and conditions for sales and deliveries (”Tenneco Sales T&C”) shall govern all sale of goods or work- and service performances by the acting Tenneco company (”Tenneco”) including future transactions and the phase of initiation of a transaction, contract negotiations, quotations submitted by Tenneco to Customer or answers of Tenneco to inquiries. Tenneco Sales T&C apply exclusively. General terms and conditions of Customer con-flicting with, being contradictory to or deviating from Tenneco Sales T&C are not acknowl-edged by Tenneco, unless expressly accepted in writing. This also applies where reference to Customer’s terms and conditions has been or was made or where Tenneco did not object to them or, if Tenneco - being aware of conflicting or deviating conditions of Customer - delivers without reservation. Tenneco Sales T&C only apply vis-à-vis entrepreneurs, if the legal rela-tionship belongs to the operation of the entrepreneur, and vis-à-vis enterprises.
1.2 ”Customer" as used in these Tenneco Sales T&C is each buyer of Tenneco products, work- or service performances (jointly "Products") based upon contractual agreement. Tenneco and Customer are jointly the ”Parties” and each individually a ”Party”. Technical terms are primarily defined according to the definition of the respectively valid Technical Standards as DIN/ISO 8402.
1.3 Tenneco is entitled to process for its own purposes also the personal data originating from the business relationship. Insofar as personal data is processed, we comply with the statutory provisions on data protection. Customer is herewith informed of and agrees to this for purposes of applicable data protection laws. Details about the collected data and their respective processing result from a privacy policy provided by us can be found here https://www.tenneco.com/legal-notices/tenneco-privacy-statement .
2. QUOTATIONS, OFFERS, PURCHASE ORDERS
2.1 Quotations or offers provided by Tenneco are without engagement until Tenneco’s final purchase order confirmation.
2.2 In case the quotation of Customer is a binding purchase order, Tenneco is entitled to accept this purchase order within two weeks from receipt by sending a purchase order confirmation or by delivering the ordered Products.
2.3 Each purchase order is only valid for the market for which the Products are destined according to express agreement. Tenneco has to be informed about the target market by Customer in advance. In the event Customer may not deliver into a target country, e.g. because of an embargo, he - upon Tenneco’s request - has to return to Tenneco the Products delivered. Any non-compliance herewith obligates Customer to compensate the damage incurred by Tenneco.
2.4 In the event the purchase order is based on or reference is made to product- and/or material specifications used by Tenneco, the respective work specifications applicable for these Products and materials at Tenneco shall be agreed (”Tenneco Specifications”). Upon request of Customer information about such specifications is provided. If Customer approves Products deviating from the particulars set out in the purchase order, these are deemed to be owed. Further information, e.g. in brochures, pamphlets, catalogues, etc., are not part of the contract unless expressly agreed upon in writing. These brochures, pamphlets, catalogues etc. do not contain any legally binding declarations and particularly do not constitute assured qualities, independent assurances (guarantees) otherwise or definite action directives. This also applies in case of standard- or conformity designations being used.
2.5 Solely the Customer decides in his own responsibility on the fitness of the Products to be delivered by Tenneco for the purpose chosen by him or fitness of putting the Products into operation. A purpose of use of Tenneco’s Products determined by Customer only becomes part of the contract if expressly agreed in writing. This also applies to the extent Tenneco was involved by Customer in the development of the Products created by Customer and may there-by have cooperated by giving advice and recommendations. Vis-à-vis Tenneco the Customer is barred from bringing the objection that Products delivered by Tenneco had not been or had not sufficiently been tested. In case of resale nobody shall be permitted to make further state-ments and specifications or undertakings without Tenneco’s prior written consent. Article 2.4 shall apply accordingly.
2.6 Customer decides in his own responsibility on readiness for use of our Products. Customer vis-à-vis Tenneco not raise the objection that Products not sufficiently tested were supplied.
2.7 Customer assures traceability of Products delivered by Tenneco. Customer shall not exercise a right to refuse performance in this regard. At any time Tenneco may request evidence on the keeping of proper documentation.
2.8 Customer has to inform Tenneco in advance, if Products to be delivered by Tenneco are to be used as a safety related part or a part requiring special documentation. He is liable to Tenneco for all damages incurred due to the non-fulfilment of this obligation. The Products may not be used in aviation or in nuclear plants without prior written consent by Tenneco.
2.9 Any illustrations, drawings, calculations and other documents, models or patterns related to the Products made available to Customer remain the sole property of Tenneco. Tenneco reserves all copyrights as well as all ownership rights therein. Any handing over of such documentation to third parties by Customer requires the prior express written consent of Tenneco. Any transfer of rights whatsoever is subject to a written agreement, including a fair compensation to be paid for it, signed by both parties’ representatives, for Tenneco this will be the SVP Sales of affected Product Group only. The foregoing shall apply accordingly to any doc-uments submitted by third parties to Tenneco whereby Tenneco is authorized to submit those documents to Customer provided Tenneco has permissibly sub-contracted such third parties in delivery of services or goods for the fulfilment of its contractual obligations towards Cus-tomer.
3. PRICES, INVOICES AND PAYMENT CONDITIONS
3.1 Only prices confirmed by Tenneco are binding. In the event deliveries and partial deliveries are - as per agreement - carried out later than two months as of date of the purchase order confirmation and in case that Tenneco has meanwhile increased its sales price in general, Tenneco is entitled to increase the agreed price accordingly. Tenneco is entitled to increase prices as well in case the price for materials to be used for the manufacturing and supply of parts to customer has increased in general in the market as well, after Tenneco has demon-strated to customer the relevant and reasonable information about the price development.
3.2 Unless otherwise stated in the purchase order confirmation, Tenneco’s prices are understood net as ex works (EXW INCOTERMS 2010) Tenneco’s factory. Products will be provided in standard packaging only. Any special packaging required by Customer for transport is not included in the price. As ex works, the price does also not include freight, transfer, insurance, customs, assembly and the applicable value added tax. The value added tax applicable on the date of invoicing will be shown in its legal amount separately on the invoice.
3.3 Unless otherwise agreed, Tenneco’s claims are due net within 30 days as of date of invoice. No discounts are granted unless so agreed in writing. Tenneco may request payment in advance or collateralization prior to delivery. In the event of default of Customer Tenneco is entitled to a default interest of at least 9% per annum over and above the applicable basic interest rate applicable by law or in absence of such rule set by the central bank in the jurisdiction of Tenneco. Tenneco reserves the right to assert further damages.
3.4 Payments are only to be made in the currency determined in the invoice. Bills of exchange and cheques will only be accepted subject to conclusion of separate agreement and only on account of payment. Any cost of discounting and charges for collection are to be borne by Customer.
3.5 Customer may only set off counterclaims which either have been expressly acknowledged by Tenenco or are adjudicated by a non-appealable judicial decision. Customer is only entitled to exercise a right of retention insofar as his counterclaim is based on the same legal relationship for affected supply. Customer is not entitled to a right of partial retention in cases of par-tial performance. Claims of Customer against Tenneco may only be assigned or pledged with the express written consent of Tenneco.
3.6 Customer’s obligations resulting from another contract entered into with Tenneco continue to be in full force and effect also when a good delivered by Customer thereunder to Tenneco becomes part of the Product to be delivered by Tenneco hereunder and when such Products delivered by Tenneco hereunder are not marketable for reasons which are not within Tenneco’s responsibility.
4. DELIVERY TIME AND DEFAULT IN DELIVERY
4.1 Timely delivery is subject to all documents, necessary authorizations and releases, especially of drawings by Customer being provided to Tenneco in due time as well as the abidance by the payment conditions and other obligations of Customer. If these obligations are not complied with, delivery times are prolonged appropriately except in cases, where Tenneco is re-sponsible for the delay.
4.2 Unless otherwise agreed and except for cases where a specific acceptance or assembly obligation has expressly been agreed upon in writing, the delivery time is deemed to be met if readiness of the Products for collection by Customer or his freight carrier at Tenneco’s factory has been announced by the expiration of the time period agreed for delivery.
4.3 In case delivery is delayed for reasons only Tenneco is responsible for the Customer is, unless actual damages are proven to be lower, entitled to a lump-sum compensation for each completed week of such delay of 0.5 % (in words: point five per cent), but not more than a total of 5 % (in words: five per cent) of the price of the delayed Products provided that Customer shows probable cause that he incurred damages solely due to such delay.
Further compensation claims of Customer for delay of performance are excluded. The foregoing limitation does not apply in cases of damage to health, bodily injury or bodily injury followed by death as well as in cases of intentional or grossly negligent violation of cardinal con-tractual obligations by Tenneco or its representatives and agents.
4.4 Upon request of Tenneco, the Customer is obliged to declare within an appropriate time frame, whether he still desires delivery of the Products despite the delay.
4.5 In the event that the collection of the Products by the Customer or his freight carrier is delayed upon request of the Customer for more than 2 (two) weeks after (i) the agreed delivery time or, (ii) in case a fixed delivery time has not been agreed, after having given notice of readi-ness, Tenneco is allowed to invoice a storage charge amounting to 0.5 % (point five per cent) of the Product price per month, however not more than a total of 5 % (five per cent) unless Customer proves lower damages on part of Tenneco. The right of Tenneco to claim proven damages in excess remains unaffected. After expiration of an appropriate time limit set by Tenneco and due notification to Customer, Tenneco is entitled to dispose of the Products oth-erwise and eventually deliver Products to Customer within an adequately prolonged time limit.
4.6 At any time Tenneco is entitled to have its delivery obligations fulfilled by an affiliated compa-ny or to have the Products manufactured by an affiliated company. Affiliated company shall mean all legal entities, companies with limited liability, corporations and partnerships including limited partnerships which are directly or indirectly (i) controlled by Tenneco, (ii) control-ling Tenneco or (iii) being under common control by a company which directly or indirectly controls Tenneco. Control shall mean holding the majority of the shares or voting rights or otherwise being able to direct the affairs of such company.
4.7 With respect to a contract for work and services, acceptance has to be carried out by Customer at the premises of Tenneco at Customer’s cost. In case the Customer does not attend an acceptance appointment set by Tenneco and notified in writing to Customer with 1 (one) weeks’ notice, acceptance will be considered to have taken place by the minutes of ac-ceptance being signed by Tenneco.
4.8 Delivery of the Products in accordance with logistic systems, e.g. just-in-time, requires a written agreement.
5. DELIVERY, PASSING OF RISK
5.1 Unless otherwise stipulated in the purchase order confirmation, the delivery term ex works (EXW INCOTERMS 2010) at Tenneco’s factory is agreed.
5.2 Partial deliveries are permissible to a reasonable extent.
5.3 The risk of loss, including accidental loss, passes with the dispatch of the Products, meaning the handing over of the Products to the Customer or his designated freight carrier, at Tenneco’s factory. In case an express acceptance by Customer has been agreed, this is the relevant point in time for the passing of the risk. In case dispatch or acceptance, if so agreed, is delayed for reasons the Customer is responsible for, the risk of loss passes to the Customer on the date which has been notified to Customer for dispatch but in no case prior to the originally agreed delivery date.
5.4 Unless otherwise expressly agreed, the passing of the risk of loss is not affected even where Tenneco should upon request and/or on the account of Customer arrange for insurance of the Products.
6. FORCE MAJEURE
6.1 In case of an event of force majeure or other unforeseen, extraordinary circumstances not due to our fault (interruption of business, strike, lockout, interventions by authorities, difficulties in power supply, delayed supply of or supply of defective raw material, semi-finished or finished preliminary products necessary for the production of the Products, etc.) the delivery time shall be extended by the duration of the hindrance and a reasonable start-up period. This also applies if such impediments occur at sub-suppliers. We shall inform the customer of the beginning and end of such circumstances as soon as possible. If the hindrance lasts longer than six months, we and the Customer may withdraw from the contract.
6.2 In case delivery or performance becomes impossible or unreasonable for Tenneco due to impediments mentioned under 6.1, Tenneco is released from the delivery obligation. To the extent Tenneco is released from the delivery obligation advance payments will be returned to Customer. Customer shall not be entitled to damages in case the delivery is delayed or in case Tenneco is released from its obligations due to force majeure.
6.3 In the event the impediment lasts longer than six months either Party may withdraw from the contract.
7. COLLATERAL, RIGHT OF RETENTION, SEIZURE BY THIRD PARTY
7.1 Tenneco reserves all rights of ownership in the Products delivered until the purchase price for the Products has been duly paid. Tenneco further reserves all rights of ownership in the Products until all payments outstanding in the business relationship with Customer have been duly settled. For as long as the title to the Products lies with Tenneco, the Customer is not allowed to pledge, to assign or to transfer the Products as a collateral to a third party.
7.2 In case of a violation of the contract by the Customer, especially in case of delayed payment Tenneco is, after having granted an adequate time period for cure, entitled to take back and to utilize the Products. In case of successful utilization the revenues less disbursements will be deducted from the debts of Customer. Retrieval of the Products by Tenneco shall, however, not be construed as withdrawal from or rescission of the contract by Tenneco.
7.3 For as long as the title to the Products lies with Tenneco, Customer is obligated to handle the Products properly and to store them with appropriate care. Customer must clearly mark the Products as being the property of Tenneco. Customer is further obligated to obtain at his own cost proper insurance for the Products at replacement value against damage by fire and water as well as against theft. Claims against the insurer are herewith assigned to Tenneco. Tenneco accepts such assignment. Customer directs insurer to perform payment only directly to Tenneco. Necessary maintenance and inspection work must be carried out by Customer in due time at his own cost. Claims for compensation against the insurer have already been assigned to us by the Customer. We accept the assignment. The Customer shall instruct the insurer to make payment only to us. The Customer shall carry out maintenance and inspection work in an acceptable manner at his own expense if such work is required.
7.4 In the event of seizures of or other interferences with the Products by third parties Customer has to inform Tenneco in writing without undue delay, so that Tenneco may take appropriate action to protect its property. Customer must take all measures necessary for annulment and defence of such interventions and claims and to support Tenneco in securing its rights in every manner, also in the name of Tenneco. Customer must reimburse to Tenneco any in court and out of court expenses which Tenneco cannot recover in any such proceeding.
7.5 Customer is entitled to process the Products within the ordinary course of business and/or to resell them also during the time for which the title to the Products still lies with Tenneco, provided, however, Customer receives complete payment from his business partners at the time of transfer of ownership or sells and transfers the Products to his business partners also only under retention of title. Independent of whether the Products are sold onward by Customer af-ter further processing or not, Customer assigns to Tenneco already now the receivables ac-cruing in such onward sales against his business partners up to the amount invoiced by Tenneco (including value added tax).
If the Customer has established a current account agreement with his business partners, the assignment shall extent to the acknowledged balance or in case of insolvency of such business partner to the actual balance. Customer remains authorized to collect these receivables even after assignment. The right of Tenneco to collect these receivables remains unaffected. Tenneco shall not collect these receivables as long as the Customer duly fulfils his payment obligations vis-à-vis Tenneco and has not filed for the opening of bankruptcy proceedings or suspended its payments altogether. Should the Customer fail to fulfil his obligations as described before Tenneco can request from Customer that all assigned claims and debtors are named along with all details necessary for collection, the relevant documents are handed over and that his business partners are informed about the assignment. Customer herewith assigns also all claims under bills of exchange that are given by Customer’s business partners for a sale of the property of Tenneco to them. Tenneco may also claim at any time from Customer that the bills of exchange are handed over and endorsed. Tenneco is at any time entitled to notify third parties of the above mentioned assignment. All assignments are herewith accepted by Tenneco.
7.6 For as long as title to the Products lies with Tenneco, the Products are always processed, assembled or transformed by Customer on behalf of Tenneco so that ownership of the final good lies with Tenneco but without any rights arising for Customer out of such transfer of ownership. In the event the Products are processed with other goods not owned by Tenneco, Tenneco acquires co-ownership in the final good in the proportion of the value of the Products (final invoice amount including value added tax and any other charges) to the other processed goods at the time of processing. For the final good created by the processing the same provi-sions apply as for Products delivered under reservation of title.
7.7 Tenneco has a right of retention with respect to as well as a contractual pledge on all movable properties that are passed into its possession for the purpose of processing, repairs or other works in order to secure all claims arising under this contract.
7.8 Upon request of Customer, Tenneco shall release the securities granted to it in accordance with applicable law in case of over-collateralization. The choice of securities to be released is at the discretion of Tenneco.
8. WARRANTY CLAIMS
8.1 In the event the purchase order is based on product- and/or material specifications or refer-ence is made to them, the Tenneco Specifications are binding. Upon request Tenneco will provide to Customer information on the Tenneco Specifications. The particulars fixed in the Tenneco Specifications determine exclusively the performance obligation as to the Products. In case Customer approves Products differing from the purchase order stipulations, these are deemed to be owed. It is Customer’s sole responsibility to provide to Tenneco accurate and complete purchase order stipulations and the documents related thereto.
The Tenneco Specifications or references to norms labelling or conformity labelling do not constitute a guarantee granted by Tenneco. Guarantees will only be granted in express writ-ten declarations. Moreover; drawings and technical stipulations or documentation, do not give rise to any guarantee or constitute any assured qualities or can otherwise be a basis for claims against Tenneco unless expressly agreed in writing in advance. Furthermore, documents, drawings etc, received from the Customer do have only relevance to Tenneco if they are expressly agreed with Tenneco in advance.
8.2 Customer undertakes to inspect the delivered Products without undue delay and to give to Tenneco notice of a defect in writing by explaining its nature and extent. Apparent defects must be notified within 10 days after delivery, and defects which are despite proper examination not apparently detectable, within 10 days after their detection. In case Customer fails to give notice of a defect within these time limits, Customer shall not be entitled to claims and rights based on these defects.
8.3 Upon claiming a defect, the Customer is first of all obliged to immediately provide to Tenneco the defective Products along with the entire corresponding documentation, description of the defect, any analysis carried out as well as information concerning maintenance, storage, utili-zation of any machinery, handling and delivery of the Products concerned. A part shall be deemed to be free from a defect, when it complies with the agreed specification and is of good workmanship. Upon request of Tenneco, the Customer allows inspection on his site as to the storage or manufacturing processes used for or applied to the Products or other impacts the Products are exposed to. Tenneco assumes no liability as to defects occurring due to pro-cessing or remedy or misuse by the Customer, as well as due to wear and tear.
8.4 If the Products show a defect within the limitation period prescribed by Article 9.5 below for its cause Tenneco at the time of the passing of the risk is responsible, the Customer shall have the right to claim supplementary performance by way of, at Tenneco’s sole discretion, either removal of defect or replacement of the Products. In case of removal Tenneco is obliged to re-imburse the proven necessary and foreseeable expenses caused by the purpose of removal, especially agreed transport and transportation charges, labor and material costs but only in-sofar and to the extent these are not increased due to the Products having been transferred to a place different from the place of delivery, unless such transfer is in accordance with the speci-fied use of the Products. Tenneco is entitled to subsequent improvement or replacement de-livery also in case of material defects. Tenneco has to be informed about immediately.
8.5 In case supplementary performance fails due to Tenneco’s responsibility, the Customer is in his discretion entitled to deduct the portion corresponding to the defect Products from the purchase price or - in case the breach of duty on the part of Tenneco is essential, to withdraw from the contract.
8.6 After coordinating with us, Customer has to grant the necessary time and possibility allowing Tenneco to carry out all subsequent improvement and replacement deliveries deemed neces-sary by Tenneco in its sole discretion. Otherwise, Tenneco is released from the consequences of damages possibly caused by not having conducted such improvement or replacement delivery.
8.7 Subject to Article 9 below, claims for damages or compensation claims for expenditures are excluded unless expressly provided for in Article 8.1 through 8.6.
9. GENERAL LIABILITY, LIMITATION OF LIABILITY AND LIMITATION PERIODS
9.1 Tenneco is liable for reimbursement of claimed and proven expenses under applicable law, if the claim is based on intent or gross negligence by Tenneco, its representatives or its vicarious agents. In case of a grossly negligent violation of the contract (breach of cardinal obliga-tions), however, liability shall be limited to foreseeable and typical damages.
9.2 Tenneco is liable under applicable law for culpable breaches of essential contractual obligations. In these cases, however, liability shall be limited to foreseeable direct and typical damages. The contribution of third parties impact, or possible refunds of insurances of customer has to be taken into respect as well.
9.3 Liability for culpable injury of life, body or health remains unaffected. The same shall apply to mandatory liability under applicable enforceable product liability laws.
9.4 Any claims of Customer for damage or compensation for expenditures going beyond those laid out in these Tenneco Sales T&C – irrelevant for which reason, especially for the breach of an obligation under the contract or out of tort – are excluded. Section 9.3 applies accordingly.
9.5 All obligations of Tenneco to reimburse or indemnify Customer hereunder must be expressly accepted by Tenneco in accordance with the terms hereof in advance of any debiting. Debit notes, invoices, set-off or similar statements by Customer without such prior acceptance are hereby rejected. Tenneco shall not be obliged to an individual rejection of such declarations by Customer.
9.6 All claims of Customer under these Tenneco Sales T&C for damages or compensation become time barred after one year (i) from acceptance by Customer of the Products in case of work performances or (ii) from delivery of the Products to Customer in all other cases. This shall not apply if and to the extent mandatory law provides for longer time periods.
9.7 As far as the liability of Tenneco is excluded or limited this applies as well to the liability of the employees, staff members, representatives and vicarious agents of Tenneco.
9.8 Customer undertakes to maintain sufficient insurance coverage for liability cases, especially fault and no fault insurance. Customer has to inform his insurer of his obligations hereunder.
10. TOOLS AND INVENTOR’S RIGHTS
10.1 Tools being assembled by or on behalf of Tenneco in connection with the delivery of the Products to Customer and all rights therein and derived therefrom belong to Tenneco, irrespective of cost contribution by Customer. Any transfer of rights in or to such tools to Customer is excluded.
10.2 Where Customer provides tools for the manufacture of Products to Tenneco or otherwise is or becomes the holder of tools for the manufacture of Products, Tenneco shall for the duration of the supply relationship have an unrestricted, non-cancellable right to possess and use such tools.
10.3 For contracts which involve development work on the part of Tenneco, Customer does not acquire an inventor’s right in objects or procedures, in the know-how of Tenneco, and in the assembly method of Tenneco developed for manufacturing the Products independent of whether Customer contributed part or all of the development and/or manufacturing costs. Rights pursuant to laws governing inventions made by employees in connection with their work tasks remain unaffected.
11. CONFIDENTIALITY
Customer agrees to treat confidential all knowledge and information from the business relationship with Tenneco which is not in the public domain. This also and especially applies to knowledge of Tenneco’s know-how independent of whether proprietary or not and Tenneco’s manufacturing methods and procedures if he audits Tenneco or includes Tenneco in the co-development of his products. Customer agrees to impose these obligations as his own upon third parties involved by him. Customer is liable to Tenneco for all damages arising from the violation of this obligation. A continued violation of this obligation shall not be considered a continuous offence especially where such continuous offence could give rise to arguments against causation of continuing damages by Customer. The confidentiality obligation hereunder constitutes an independent legal duty also after the termination of the business relationship with Tenneco.
12. WAIVER, MODIFICATION
No waiver of any right under any of the provision in these Tenneco Sales T&C will constitute a waiver of any other right hereunder. These Tenneco Sales T&C including this clause may only be modified in writing signed by authorized representatives of Tenneco and Customer.
13. PAPERLESS COMMUNICATION
No act or omission in paperless communication with or on electronic platform of shall legally bind Tenneco or otherwise be construed as a declaration of legal content unless such form of communication has been agreed by the Parties in a written document signed by the Parties.
14. ETHICS POLICY
Tenneco’s agents and employees are prohibited from soliciting or accepting kickbacks, bribes and inappropriate gifts and entertainment. Customer is required to avoid any action to induce Tenneco’s agents and employees to accept any improper consideration, whether legal or illegal. Customer warrants that no such consideration has been offered or provided. Tenneco reserves the right, and by placing purchase order, Customer hereby agrees to per-mit Tenneco to audit any of Customer’s relevant records that are deemed necessary by Tenneco to ensure compliance with this Ethics Policy. An expanded version of Tenneco’s Ethics Statement is available on https://www.tenneco.com/governance/code-of-conduct. Customer is further responsible that it and its subcontractors shall comply with all applicable domestic and foreign anti-bribery and anti-corruption laws, and other laws governing improper payments, in connection with the performance of this agreement/order/release, including but not limited to, the requirements of the U.S. Foreign Corrupt Practices Act, the UK Bribery Act of 2010, and any other applicable anti-bribery and anti-corruption laws and regulations in other jurisdictions (collectively, the “Anti-Bribery Laws”), and Customer shall not act in any way that could cause Tenneco to be in violation of the Anti-Bribery Laws (such as, by way of example only, providing a kickback, bribe or inappropriate gift or entertainment to any employee or agent of Tenneco or government official or political party in order to obtain or retain business or to secure an improper commercial advantage).
15. EXPORT, SECURITY
15.1 Products supplied by us are for use in and shall remain in the country of delivery agreed on with the Customer. The re-exportation of products may be subject to authority approval and may be governed by the export regulations of the country where the supplying Tenneco plant is located. The Customer shall independently inquire about these regulations with the compe-tent foreign trade authority in such country. Independent of whether the Customer mentions the final place of delivery for the Products, it shall be the Customer’s own responsibility to apply for an authority approval (if necessary) with the competent foreign trade authority, prior to exporting such Products. Any onward delivery of Products by the Customer to a third party, with or without our knowledge, also obligates the Customer to impose on such third party these export approval rules. The Customer shall be liable to us for due fulfilment of this provision.
15.2 Customer shall confirm that it has, is in the process of obtaining or plans to apply for the status of an authorized economic operator (ZWB/AEO) with the certificate AEO C, AEO S or AEO F. Customers who do not meet the above requirements at present undertake to meet the following requirements in the meaning of the AEO: (i) goods taken over from authorized economic operators shall only be manufactured, processed, stored or loaded at secure operation respectively storage and transit sites and are during production, storage and transport pro-tected against unauthorized access, (ii) only reliable personnel (e.g. in accordance with list of names as per EC regulations 2580 / 2001 and 881 / 2002) shall be engaged in the production, storage, taking in and processing of such goods and (iii) contract partners working on order of the Customer shall be instructed to take measures to ensure the above described security of the delivery chain.
16. APPLICABLE LAW, VENUE
16.1 The legal relationship between the Parties will be governed by German law without recourse to the UN Convention on Contracts for the International Sale of Goods (CISG).
16.2 Conflict of laws provisions shall not apply.
16.3 If the Customer is an entrepreneur or company, the place of proper fulfilment and place of venue shall be Tenneco’s place of business (registered office) of the supplying location; however, Tenneco is entitled to institute legal proceedings against the Customer in any courts having jurisdiction over him.
17 SEVERABILITY
Should any provision of these Tenneco Sales T&C be or become invalid or unenforceable, the validity or enforceability of the remaining provisions shall not be affected thereby. If any provision is invalid, Tenneco and the Customer shall agree on a valid provision that comes as close as possible to the original provision in legal and economic terms.
Tenneco August 2024