Rheinmetall Procurement Suite
1. Definitions and Legal Status
(1) “User of the Rheinmetall Procurement Suite” or in short just “User” refers to employees of Suppliers having an account for Rheinmetall Procurement Suite. User of the Rheinmetall Procurement Suite do not confer the right to use all Applications.
(2) “Group Company” or “Group Companies” refers to one or more entities of Rheinmetall Group. Each Group Company acts as a separate legal entity on its own behalf.
(3) “Rheinmetall Group” refers to Rheinmetall Aktiengesellschaft, Rheinmetall Platz 1, 40476 Düsseldorf, Germany, and its Group Companies (cp. Rheinmetall locations worldwide).
(4) “Operator of the Rheinmetall Procurement Suite” including its Applications is Rheinmetall Aktiengesellschaft. In its function as Operator of the Rheinmetall Procurement Suite Rheinmetall Aktiengesellschaft is not involved in the business relationship and the conclusion of contracts between the Users and Group Companies. It solely provides the technical resources for the use of the Rheinmetall Procurement Suite for the business relationship / transaction and makes the related Applications available, and bears responsibility for the services and Applications necessary to operate the platform. The business relationship, the entry into a contract, and the performance of contracts entered into using the Rheinmetall Procurement Suite and the Applications available on this website take place solely between the Users and the respective Group Company. Rheinmetall Aktiengesellschaft as Operator of the Rheinmetall Procurement Suite is not responsible for the information and data exchanged between the Users and the respective Group Companies in the context of the business contacts. For the avoidance of doubt, Rheinmetall Aktiengesellschaft may also act as a Group Company and thus appear as the contractor of the Suppliers for the order and supply of certain goods and services.
(6) “Applications” are interactive elements of the Rheinmetall Procurement Suite and display self-contained sub-stages of business processes. Applications may support requests for quotation, lead to the formation of a contract, including preparatory tasks, or merely facilitate the exchange of data.
2. Subject Matter
(2) Users make use of the Rheinmetall Procurement Suite and its Applications and Information Services to effect individual business relationships and transactions.
4. Permissible Use of the Rheinmetall Procurement Suite
(2) The Users of the Rheinmetall Procurement Suite commit itself not to post legally impermissible (illicit) or malicious content on the Rheinmetall Procurement Suite or to use it to transmit such content.
(3) Should legitimate claims be raised by third parties against the Operator of the Rheinmetall Procurement Suite or a Group Company by reason of illicit or malicious content posted or transmitted by the User in contravention of subsection (2), the User shall indemnify the Operator of the Rheinmetall Procurement Suite or the respective Group Company against and procure its release from all such third party claims.
5. Technical Requirements and Responsibilities
(1) The Users are required to keep their IT facilities, i.e. in particular hardware, (mobile and desktop) devices, operating systems, browser, as used for the access to the Rheinmetall Procurement Suite, in operational and secure readiness and to maintain such operational capability in accordance with the state of the art for the duration of the use of the Rheinmetall Procurement Suite.
(2) The use of the Rheinmetall Procurement Suite and its Applications requires in general a high-speed data connection and a standard commercial Internet browser. The User shall ensure that the hardware, (mobile and desktop) devices, operating systems, browser, etc. used for the access to the Rheinmetall Procurement Suite is up-to-date. As far as browsers are concerned currently Microsoft Internet Explorer 7 or more recent versions, Mozilla Firefox 3.5 or more recent versions are required. In order to verify the browser’s adequacy the User needs to open the respective browser and review the respective “Help/About” sections.
(3) Electronic communication via the Rheinmetall Procurement Suite is accomplished by transmitting messages. Communication within this platform is encrypted. Emails from Applications to systems of the User that are external to the platform are not encrypted.
(4) The Users shall process and reply to all incoming messages without delay, unless the Applications specify deadlines.
6. Exchange and Validity of Declarations
7. Supplier Database
(1) The supplier database facilitates the central administration of all master data pertaining to the Suppliers and the Users of the Rheinmetall Procurement Suite. The master data include the so-called DUNS number, by means of which the various locations of the Suppliers are identified.
(2) All Applications that require master data for process control purposes rely on the master data entered for the Supplier and the Users (company name and address and as necessary contact information such as names, email address of the User). Inaccurate or outdated master data can thus result in process disruption.
(3) The User is responsible for ensuring that der master data are accurate and up-to-date. It is required to enter all data in the designated mandatory fields of the supplier database completely and correctly, and, once these have been filled out, must periodically verify the completeness and accuracy of the data. Should the data on the Supplier or User in the supplier database change in any way, the User or the respective Account Administrator must enter such changes in the supplier database without delay.
(4) Should the Operator of the Rheinmetall Procurement Suite or the Group Companies nevertheless suffer loss due to process disruptions resulting from incorrect or outdated master data, the User is required to hold them harmless
8. Administration and User Authorizations
(1) The Supplier designates an Account Administrator who is deemed to be authorized to represent the Supplier vis-à-vis the Operator of the Rheinmetall Procurement Suite and the Group Companies. In the course of registration, the Account-Administrator will be entered into the supplier database. Any change in the identity of the Account Administrator must be immediately entered in the supplier database by the Supplier. Until the supplier database entry is changed, the last Account Administrator designated by the Supplier to the Operator of the Rheinmetall Procurement Suite is considered to be authorized.
(2) The Operator of the Rheinmetall Procurement Suite configures the Account Administrator's administration rights for the various Applications. In relation to the Operator of the Rheinmetall Procurement Suite and the Group Companies, the Account Administrator is deemed to have the authority to assign user rights and access rights (user authorization) for Applications of Rheinmetall Procurement Suite to the employees of the Supplier, as well as authority to modify and cancel such rights. When Users to whom user authorizations have been issued cease to be employed by the Supplier, the Account-Administrator must immediately block access by such persons in the supplier database and configure new user authorizations as needed for their successors.
(3) The Suppliers are required to ensure that its respective Users have sufficient authority to conclude the business transacted using the Applications. Every User appointed by the Supplier or its Account Administrator is deemed authorized by the User to transact business with the Group Companies using the Application(s) for which he or she has user authorization.
(4) The Account-Administrator shall immediately enter all assignments, modifications, and cancellations of user authorizations in the supplier database. Only Users and/or Account Administrators registered in the supplier database are entitled to log onto the Rheinmetall Procurement Suite. The Operator of the Rheinmetall Procurement Suite reserves the right to require the Account Administrator to confirm at regular intervals the Users registered in the supplier database.
(5) The Supplier alone shall make and bear sole responsibility for all decisions regarding the assignment of user rights. The Operator of the Rheinmetall Procurement Suite is unable to modify user rights.
(1) The Operator of the Rheinmetall Procurement Suite makes the Rheinmetall Procurement Suite and its Applications available for use by the Users on a cost-neutral basis.
(2) Each party shall bear its own costs arising in connection with its use of the Rheinmetall Procurement Suite and the Applications, including without limitation personnel costs, the cost of procuring and operating its communications facilities and related software, the cost of correcting malfunctions of its equipment, the cost of tracing real or supposed errors, and the cost necessary to keep its communication facility up to the state of the art.
10. Security Measures/ Error Tracing and Avoidance
(1) The Users are required that they shall at all times employ state-of-the-art technology to secure their IT facilities against unauthorized access by third parties, unauthorized transmission of information or other misuse, losses of input and output data, unauthorized modification of data, import of malicious programs (e.g. viruses, Trojans, malware, etc.), delays in the transmission of messages, and destruction of the electronic information. They in addition undertake to respond appropriately to changing technical requirements and changes in the procedures used on the Rheinmetall Procurement Suite and to implement these within a reasonable time period. The Users will be informed by the Operator of the Rheinmetall Procurement Suite as to the latter's special requirements, if any.
(2) The Users agree to employ adequate security procedures and measures and to maintain these at a state-of-the-art level. This includes verifying the plausibility of the origin and the integrity of messages received.
(3) To prevent abuse, the Users shall ensure that due care is used in issuing, transmitting, archiving, and maintaining the secrecy of passwords or other access codes. In particular, password protected Applications shall always be terminated before leaving the monitor. Should the User have reason to believe that unauthorized persons have gained access to a password, the password must be changed immediately. In the event a third person employs an access authorization from the User to access the Rheinmetall Procurement Suite, any declarations so issued will be imputed to the User. Such imputation shall not occur to the extent the User can prove that the declaration did not originate with it and that it is not legally responsible for the misuse of the access authorization.
(4) The Users are aware of the risks associated with the online use of software products.
(5) The Operator of the Rheinmetall Procurement Suite will attempt to ensure that the software used runs as smoothly as possible. The User is, however, aware that the state of the art does not permit the development of software that is entirely error free.
(6) In the event of a malfunction of their IT facilities, each User is obligated to employ all means of error identification and error prevention at its disposal to minimize damages. This applies, however, only to the extent the effort associated with the measures is not unreasonably disproportionate to the minimization of damages thereby attainable.
11. Data Protection
(1) The Operator of the Rheinmetall Procurement Suite and the Group Companies will process the personal data provided by the Supplier and the Users in connection with the Rheinmetall Procurement Suite and its Applications and, if applicable, the personal data of economic beneficiaries of the Supplier and other data (collectively “Data”) for the purpose of the operation and use of the Rheinmetall Procurement Suite as well as for the justification, implementation and termination of the contractual relationship.
(2) Upon termination of the use of the Rheinmetall Procurement Suite and upon termination of the contractual relationship at the latest, the relevant Data to this contractual relationship will be stored by the Operator of the Rheinmetall Procurement Suite for the duration of statutory storage obligations and deleted after their expiration. Excluded are the personal data of Users, i.e. employees of the Supplier stored in accordance with the following subsection.
(3) The personal data provided by the Supplier of the Users will be stored in the supplier database and used for the purpose of further use of the Rheinmetall Procurement Suite or future until the Supplier or the Group Companies are no longer interested in any further business relationship. The Supplier will inform the Operator of the Rheinmetall Procurement Suite if there is no further interest in a business relationship.
(4) The Supplier is obliged to inform its employees as well as economic beneficiaries that and to what extent the Operator of the Rheinmetall Procurement Suite and the Group Companies store personal data of the Supplier and its employees the user registration in connection with the Rheinmetall Procurement Suite and for the initiation, administration and purchase of goods and services. If the Supplier as merchant for example, is subject to the protective purpose of the data protection law, this information given herein regarding the handling of personal data also applies on the Supplier personally. The data protection information is available here: Data protection information in accordance with Article 13 GDPR for Suppliers.
(5) If and in so far as the Supplier, in fulfillment of its contractual obligations amongst the Group Companies (e.g. related to the communication within Applications of the Rheinmetall Procurement Suite), processes personal data that have either been disclosed or given to him by one of the Group Companies for the purpose of processing on behalf of the Group Company for its own processing or as a result of shared responsibility between the Supplier and the respective Group Company, separate data protection agreements shall be concluded.
(6) The Supplier and the Users undertake to comply with the requirements of the applicable data protection regulations (in particular DSGVO), including the compliance with the obligations under Articles 32-36 of the GDPR, taking into account the nature of the processing.
12. Confidentiality, Industrial Property Rights
(1) The Users undertake to preserve the secrecy of the of confidential property defined below; they covenant not to reveal or disclose such property to third parties, to use it solely for the contractually contemplated purposes, and to take all appropriate action to preserve the secrecy of the confidential property and prevent any disclosure thereof.
(2) The term "confidential property" includes without limitation all documents, including all data, information, and all knowledge that the Operator of the Rheinmetall Procurement Suite or the Group Companies contribute, or which they disclose, in connection with the Rheinmetall Procurement Suite or its performance. The term also includes such data, information, and knowledge that are made available or exchanged in connection with the access to or the use of an Application or the non-public area of the Rheinmetall Procurement Suite.
(3) Confidential property shall be held in a secure manner. After conclusion of the collaboration, written information and confidential property, such as materials provided or produced, shall be returned or handed over in its entirety or, if so agreed, destroyed.
(4) The obligation under subsection (1) does not apply to confidential property as to which the User is able to prove (i) that, at the time of its communication, it was either (a) a matter of common knowledge, i.e. already published or generally accessible, or (b) already known to the disclosing party, or (ii) that, subsequent to its communication, it became a matter of common knowledge without fault on the part of the User, or (iii) that, subsequent to its communication, it was made available by a third party in a lawful manner without restrictions regarding the confidentiality or use thereof.
(5) Unless otherwise expressly stated in writing, the enterprises affiliated with the User within the meaning of § 15 AktG (German Stock Corporation Law) are also considered to be third parties for purposes of this section 12.
(6) In fulfilling the above confidentiality obligations, the User shall impose corresponding written obligations on its employees, performance assistants and vicarious agents that are involved in using the Rheinmetall Procurement Suite, or are able to obtain access to confidential property.
(7) The above confidentiality obligations terminate at the end of the fifth (5th) year following the termination of the use of the Rheinmetall Procurement Suite by the User.
(8) Texts, images, graphics, sound, animations and videos as well as their arrangement on the Rheinmetall Procurement Suite are protected by copyright and other protective laws. Rights of use are granted only to the extent that and for as long as this is necessary for the lawful use of the Rheinmetall Procurement Suite. Furthermore, the content of the Rheinmetall Procurement Suite may not be copied, distributed, modified or made available to third parties for commercial purposes. Contained images may be subject to the copyright of third parties.
13. Archiving and Retention
The User is itself responsible for compliance with its obligations, statutory and otherwise, to retain and properly archive commercial documents. For this purpose, the User Entity is entitled to store posted documents and documents transmitted to it on its own data storage media.
(1) The Rheinmetall Procurement Suite is operated with due care. Nevertheless, no guarantee can be given for the availability as well as the correctness and accuracy of the information contained. Any liability for damages arising directly or indirectly from the use or the inability to use the Rheinmetall Procurement Suite is excluded, insofar as these are not based on intent or gross negligence. This shall not apply in the event of a breach of material contractual obligations or of life, limb or health. Material contractual obligations are those which make the proper performance of the contract possible in the first place and on the fulfillment of which the User therefore relies and may rely. In the event of a breach of material contractual obligations, the Operator of the Rheinmetall Procurement Suite shall only be liable for the foreseeable damage typical for the contract if such damage was caused by simple negligence, unless the damage claims are based on injury to life, body or health. Although the Operator of the Rheinmetall Procurement Suite always endeavors to keep the portal free of viruses, it cannot be guaranteed that it is virus-free. Before downloading information, software, documentation and other content, the User shall ensure appropriate security devices and virus scanners for his/her own protection, as well as to prevent viruses on it. For the avoidance of doubt, the limitation of liability contained in this section shall be without prejudice to the right of the Suppliers to assert against the respective Group Company the unavailability of the Rheinmetall Procurement Suite and the incorrectness or inaccuracy of information claims of Group Companies against the Supplier, provided that the use of the Rheinmetall Procurement Suite was contractually agreed and necessary for the performance of the Supplier's service.
(2) Insofar as the Rheinmetall Procurement Suite refers to websites operated by third parties, the Operator of the Rheinmetall Procurement Suite assumes no responsibility for the content of these websites nor does it adopt these websites and their content as its own, as it does not control the linked information and is not responsible for the content and information provided there.
(3) These liability provisions do not apply to damages arising in connection with the supply of any goods or the provision of services (e.g. warranty obligations, liability, product liability). Such liability is subject to the General Conditions of Purchase of the Group Companies or any individual agreement between the Supplier and the Group Company.
15. Code of Conduct, Export Compliance
(1) The Supplier and the Users undertake to observe the Supplier Code of Conduct and to comply with it.
(2) The User acknowledges that information exchanged or received via the Rheinmetall Procurement Suite may be subject to the export control laws of Germany. Accordingly, the User covenants to not transfer any technical data received from the Group Companies via the Rheinmetall Procurement Suite to any third party without specific authorization therefrom and without first obtaining any required permit therefore. All military classified or other government security classified documents shall be identified as such and the disclosure, use, handling and protection of the information contained therein shall be made in accordance with applicable laws.
16. Term, Termination
(1) The right to use the Rheinmetall Procurement Suite is generally established for an indefinite term.
(3) The foregoing is without prejudice to rights of termination for important cause. The circumstances pertaining to the User in which the Operator of the Rheinmetall Procurement Suite has important cause to terminate include without limitation Suppliers’ or Users’ violations of applicable law, and continuing breach of obligations despite notice given thereof.
(5) Upon termination of its business relationship with any Group Company, the User shall, at the discretion of the company in question, erase all data and software relating to the collaboration with this Group Company that it received from the Operator of the Rheinmetall Procurement Suite and destroy all such documents and similar materials so received, or deliver such to the respective Group Company, to the extent consistent with statutory document retention obligations.
(6) Upon termination of the use of the Rheinmetall Procurement Suite, the User shall at the discretion of the Operator of the Rheinmetall Procurement Suite either erase all data and software received from it and destroy all documents and similar materials so received, or deliver such to it, to the extent consistent with statutory document retention obligations. Otherwise, subsection (5) applies with regard to the data, etc. of Group Companies.
17. Final Provisions
(2) The courts of Düsseldorf shall have exclusive jurisdiction relating to disputes arising out of or in connection with the use of the Rheinmetall Procurement Suite. The Operator of the Rheinmetall Procurement Suite is also entitled to bring an action in any other court of proper jurisdiction. To the extent the agreements amongst the Users regarding a particular business contact and the separate contract arising therefrom contain a different terms on venue or arbitration, disputes relating to the use of the Rheinmetall Procurement Suite that also affect the rights and obligations under such a contract shall be decided in accordance with the terms on venue and arbitration as agreed between the Users.
Status: October 2021