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Terms of use

Rheinmetall Procurement Suite

Preamble


The Rheinmetall Procurement Suite serves Rheinmetall Group as the central platform for the supplier management and facilitates various business processes, in particular, in the areas of procurement and  quality assurance. This is intended to achieve faster and more effective exchange of the information needed to enter into, conclude and perform a contract while at the same time ensuring maximum transparency. Electronically transmitted declarations of intent are to have the same legally binding effect as declarations conveyed by other means, such as by fax or telephone. Among other things, special procedures and standards of due care apply in this context. The following terms apply to all users of the Rheinmetall Procurement Suite. They govern the use of the domain https://rheinmetall-supplier.ivalua.app together with all of this domain's subdomains and their Applications. For Users the access to the Rheinmetall Procurement Suite is subject to prior acceptance of these Terms of Use. Acknowledgement and acceptance of the Terms of Use in this respect is effected by submitting the registration form and subsequently continuing the registration to the Rheinmetall Procurement Suite. After log-in, registered Suppliers and the respective Users have access to a basic offerings and a role-specific offerings of information and Applications.
 


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.

(5) “Suppliers” are business partners of Rheinmetall Group which supply specific goods and services to Rheinmetall Group or individual Group Companies and which have been registered as suppliers in the supplier database of the Rheinmetall Procurement Suite in accordance with section 7 of these Terms of Use.

(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


(1) These Terms of Use contain regulations and conditions that govern the use of the Rheinmetall Procurement Suite, its Applications, and the associated special form of electronic communication.

(2) The Applications and the terms specific to each are described in more detail in the Rheinmetall Procurement Suite or in the Application itself e.g. by handbooks or manuals. Where special terms exist, these apply over and above the general terms for the respective Application. They may contain provisions that are e.g. of material importance for the formation of a contract or that create obligations to take special action. These special terms are an integral part of these Terms of Use and, with respect to the Application to which they relate, take precedence over any conflicting general terms of these Terms of Use.

(3) Amendments or additions of these Terms of Use and modifications of existing Applications or the introduction of new Applications may be applied via the Operator of the Rheinmetall Procurement Suite without specific form requirements.

(4) The Operator of the Rheinmetall Procurement Suite notifies the respective Account Administrators (cp. section 8 of these Terms and Conditions) regarding relevant changes in the functions, procedures, or contents of these Terms of Use. The same applies with regard to the introduction of additional and/or new Applications. The Operator of the Rheinmetall Procurement Suite issues administrator rights to the Account Administrators, thus enabling them to examine the changed or new Application and decide for the Users of the respective supplier, in a procedure analogous to that in section 8 (2) of these Terms of Use, whether any of the supplier’s Users shall receive the right to make future use of the modified or additional Application and, if so, which ones. To the extent the Account Administrator has already issued user authorizations for Applications that have been modified, he or she must decide whether these authorizations should remain in force or be cancelled.
 


3. Scope


(1) These Terms of Use govern solely the use of Rheinmetall Procurement Suite and the associated special form of electronic communication.

(2) Users make use of the Rheinmetall Procurement Suite and its Applications and Information Services to effect individual business relationships and transactions.

(3) The contents of the individual business relationship and transaction between Users, i.e. between the supplier for which the User acts, and a Group Company, are independent of these Terms of Use and are governed by the General Conditions of Purchase of the respective Group Company and individual agreements related to the respective business transaction.
 


4. Permissible Use of the Rheinmetall Procurement Suite


(1) The User undertakes to use Rheinmetall Procurement Suite solely for its intended purposes and in compliance with the security measures (cp. section 10 of these Terms of Use).

(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


(1) An electronic message is deemed to have been received by the recipient upon arrival at the recipient's communication facility. A message arrives when it reaches the initial technical device in the recipient's communication facility. A message is presumed to have arrived at the recipient's communication facility if the sender shows that it was properly dispatched, unless the recipient makes a prima facie showing that it did not receive the message. The term communications facility refers to the entirety of the technical equipment and resources, including the hardware and software, employed by Users to effect electronic exchange of messages on the basis of these Terms of Use. With respect to Applications, a message posted to the Application's database is deemed to have been received when the recipient should have become cognizant of the message assuming compliance with the inspection requirement of section 5 (4) of these Terms of Use. An electronic message arriving at an unreasonable time (outside of the business hours customary in the industry as applicable at the respective business seat of the affected Group Company (i.e. taking into account public holidays, weekends, time zone)) is received on the next following business day for purposes of meeting deadlines.

(2) Where data is sent in compliance with the rules prescribed by these Terms of Use including the special terms in the description of the Applications, then that which a party has received and thereupon saved shall be considered binding between the Users and the respective Group Company unless the receiving party could or should have realized the incorrectness of the declaration. This does not apply to data that is unreadable. An electronic message is considered to be unreadable if the other party is unable to interpret it properly in the agreed or generally applicable context. The sending party is entitled to invoke mutatis mutandis the right stipulated in section 10 (3) sent. 5 of these Terms of Use.
 


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.

(6) If an Application, the Operator of the Rheinmetall Procurement Suite, or a Group Company uses a communication address that an User or Account Administrator has entered in the supplier database, the Supplier bears responsibility for the accuracy of the address. Section 6 (1) of these Terms of Use applies to electronic messages. A message received by the Operator of the Rheinmetall Procurement Suite or a Group Company from a communication address of the User entered in the supplier database is deemed to have been knowingly sent by the User. In such cases, the User is barred from claiming that the communication address registered in the supplier database is no longer valid.
 


9. Costs


(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.
 


14. Liability


(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.

(2) In the event of a breach of these Terms of Use, in particular in the event of misuse of the personal access data, the Operator of the Rheinmetall Procurement Suite reserves the right to block access authorization for the User and to take further legal action against the Supplier.

(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.

(4) The termination of the use of the Rheinmetall Procurement Suite is without prejudice to the validity of separate contracts between the User Entities. Despite termination, these Terms of Use continue to apply to separate contracts entered into between the Users using the Applications.

(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


(1) These Terms of Use shall be governed by the law of the Federal Republic of Germany, except that the United Nations Convention on Contracts for the International Sale of Goods of 11 April 1980 shall not apply.

(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.

(3) The contracts and other agreements entered into between the Suppliers and Group Companies in the course of using the Rheinmetall Procurement Suite shall be governed by the governing law provisions and venue that are contained in the terms and conditions of the respective Group Company as agreed in each instance. Sections 17 (1) and (2) of these Terms of Use are thus inapplicable to disputes that arise solely out of or in connection with separate contracts.

(4) Should one or more conditions of these Terms of Use be or become invalid or unenforceable, this shall not affect the validity of the remaining conditions. The parties shall mutually strive to replace the invalid or unenforceable clause with a valid and enforceable provision that approximates as closely as possible the economic purpose of the invalid or unenforceable clause. The above shall apply analogously in the event of gaps in these Terms of Use.

(5) Where these Terms of Use require a declaration to be made "in writing" or "in written form”, the declaration must be such as to permit identification of its issuer and must be transmitted to the other party either in the original, per facsimile copier, or per email with simple electronic signature.

(6) The construction and interpretation of these Terms of Use shall be determined solely on the basis of its German language version. Any other language versions, especially this English version, are purely for the sake of convenience and not authoritative.

 

Status: October 2021
Version: 1.0

Passion for Technology.
Contact

Rheinmetall Platz 1

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Germany

Phone: +49 211 473-01

Fax: +49 211 473-4727

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