GENERAL TERMS AND CONDITIONS OF BUSINESS

of

OSB AG

Hans-Fischer-Straße 12

80339 München

OSB AG is a service company that operates internationally in the areas of electrical engineering, information technology, telecommunication, mechanical engineering, aeronautical technology, aerospace technology and automotive engineering.

To lay down the terms of its business relations, OSB AG hereby gives itself the following General Terms and Conditions of Business (GT&Cs):

I. GENERAL PROVISIONS

1. Scope of Application

Except where otherwise agreed upon, the contractual relations between OSB AG and entrepreneurs (customers - hereinafter called "Ordering Parties" or "Ordering Party", suppliers - hereinafter called "Contractors" or "Contractor", co-operation partners and other contractual partners - all also called individually "Contractual Partner" or collectively "Contractual Partners") shall be governed by the following GT&Cs.

General terms and conditions of business of the Contractual Partner shall apply only insofar as OSB AG has expressly consented thereto in writing.

2. Maintenance of Secrecy, Data Protection

The Contractual Partner shall maintain secrecy in respect of all information of a commercial or technical nature and all personal data and records that it receives access to, or knowledge of, in the course of the collaboration with OSB AG, and shall not pass on such information, data or records to third parties. The Contractual Partner shall use such information only for the purposes pursued by providing such information, and shall not use such information for any other purposes of its own or for third-party purposes. These obligations shall also continue to apply unchanged after the collaboration with OSB AG has ended.

Unless otherwise expressly agreed upon, the information provided to OSB AG in connection with purchase orders shall not be deemed to be confidential.

OSB AG shall be entitled to include the Contractual Partner's name in a list of references. All other references to the Contractual Partner shall be agreed upon with the Contractual Partner beforehand.

The Contractual Partner shall observe the statutory provisions relating to data protection, and shall impose an obligation to observe statutory data secrecy upon all employees assigned by it to collect, process, use or transmit data.

3. Payment

Unless otherwise agreed upon, OSB AG's invoices shall be payable, with the addition of value-added tax at the statutory rate and without any deduction, within 14 days of issuance of the invoice.

Despite any provisions of the Contractual Partner contrary hereto, OSB AG shall be entitled to offset payments first of all against the Contractual Partner's older debts, and shall inform the Contractual Partner of the nature of such offsetting carried out. If costs and interest have already arisen, OSB AG shall be entitled to offset the Contractual Partner's payment first of all against such costs, then against interest and finally against the principal debt.

If the Contractual Partner enters into default, OSB AG shall be entitled to demand interest at the rate of 9 percentage points above the respective valid base interest rate from the point in time concerned. The right to assert any further claim for damages shall remain unaffected.

The Contractual Partner shall have rights of set-off, retention or price reduction only if its counterclaims have been determined by a final and non-appealable court judgement or are undisputed.

4. Order of Precedence 

Provisions applicable between OSB AG and its Contractual Partner shall apply in the following order of precedence:

a)written individual amendments and supplements after the conclusion of a contract

b)individual agreement

c)framework contract

d)these GT&Cs

e)statutory provisions.

In the event of conflict between these provisions, the provisions mentioned first shall always take precedence over the provisions mentioned thereafter. Omissions shall be filled by the respective subordinated provisions. In the case of agreements of equal ranking, the more recent agreement shall take precedence over the later agreement.

5. Choice of Law, Place of Jurisdiction

The laws of the Federal Republic of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG), shall apply.

Munich is the place of performance and the place of jurisdiction for all disputes ensuing directly or indirectly from contracts in the area covered by these GT&Cs. However, OSB AG shall be entitled to bring a matter before any court that has statutory jurisdiction.

II. PROVISION OF TEMPORARY PERSONNEL 

1. Official Permit

OSB AG possesses an open-ended commercial permit to provide temporary personnel, which was last issued by the Regional Office Bavaria (Nuremberg) of the Bundesagentur für Arbeit [German Federal Labour Agency].

2. Legal Position of the Personnel 

The conclusion of a contract for the provision of temporary personnel shall not bring about a contractual relationship between the OSB AG employee and the Contractual Partner. Therefore, the employees shall also not be entitled to accept from the Ordering Party any advances of wages, any other cash or non-cash payments or any other benefits.

During the assignment, OSB AG employees shall be subject to the Ordering Party's work instructions, and shall work under the Ordering Party's supervision and direction. They shall be obliged to maintain secrecy.

Changes to the duration of the assignment, the working time and/or the work activities may be agreed upon only between OSB AG and the Ordering Party.

3. Selection of Personnel

OSB AG shall make available to the Ordering Party personnel who have been diligently selected and checked in terms of the required professional qualifications. OSB AG shall, even whilst an assignment is ongoing, have the right to exchange personnel for other equally suitable personnel, except where this would infringe justified interests of the Ordering Party.

4. General Duties of the Ordering Party

The Ordering Party shall assign the personnel only to the place agreed upon in the contract for the provision of temporary personnel, and only for the activities agreed upon therein commensurate with their qualifications. In relation to the OSB AG employees, the Ordering Party shall comply with the statutory provisions of the law on occupational health and safety (particularly those concerning working time and on-the-job safety) applicable to the Ordering Party's company. To this end, the Ordering Party shall ascertain and document the dangers associated with the work, as well as any health and safety measures resulting therefrom. Before the OSB employees take up their work, the Ordering Party shall familiarise them with the relevant accident prevention regulations applicable at the respective place of work, and shall make available all essential safety equipment. It shall be ensured that the personnel receive regular care from the Ordering Party's medical officer. The cost thereof shall be borne by the Ordering Party.

The Ordering Party shall take care of obtaining any necessary official permission for extra hours of work and/or Sunday work. Moreover, the Ordering Party shall promptly give OSB AG the reasons for such extra hours.

5. Employer Duties, Application of Collective Bargaining Agreements 

OSB AG hereby undertakes to comply with all employer duties, i.e. in particular to comply with all provisions of labour law, social law and wage tax law and to make the corresponding payments properly and in due time.

The industry-wide collective bargaining agreements concluded between the Bundesverband Zeitarbeit Personaldienstleistungen e.V. (BZA) [German Federal Association for Temporary Personnel Services] and the DGB-Tarifgemeinschaft [collective bargaining community of the German Federation of Trade Unions] have been incorporated into the employment relations entered into with the OSB AG employees.

6. Rendering of Account

At least once every month, the Ordering Party shall have the hours of work performed according to the timesheets checked by an authorised representative and confirmed by signature and company stamp. If timesheets cannot be presented to the Ordering Party's authorised representative at the place of assignment for signing, the OSB employee shall be entitled to give confirmation.

Rendering of account shall take place monthly on the basis of the timesheets presented. The hourly rate, plus value-added tax at the respective applicable statutory rate, agreed upon in the order or in the contract for the provision of temporary personnel shall be decisive for the calculation.

If the employee is not assigned for reasons attributable to the Ordering Party, the Ordering Party shall owe the agreed remuneration on the basis of an 8-hour day.

OSB AG hereby reserves the right to increase the hourly rates, if, after a contract has been concluded, costs arise as a result of wage increases under a collective bargaining agreement, as a result of personnel being exchanged by mutual agreement for personnel with higher qualifications, or as a result of any other circumstances that fall within the Ordering Party's sphere or are not imputable to OSB AG for any other reasons.

Except where otherwise stipulated, travel times and travel expenses shall be reimbursed separately.

7. Liability

In respect of the temporary personnel provided, OSB AG shall be liable only for their proper selection in terms of the contractually agreed activities and their occupational qualifications as proven by certificates. Liability shall be limited to loss arising as a result of any intentional or grossly negligent breach of this obligation to properly select.

8. Solicitation, Placement Commission

The Ordering Party hereby undertakes not to entice away OSB AG employees in an impermissible manner (Section 1 UWG [Act Against Unfair Competition, Section 826 BGB [German Civil Code]) or assign OSB AG employees via third parties. In the event of any violations, OSB AG shall be entitled to claim damages.

If an employment relationship is brought about between an OSB AG employee and the Ordering Party or an affiliate of the Ordering Party, the Ordering Party shall owe a placement commission. This commission shall be due for payment at the time when such employment relationship is formed. The claim to commission shall arise regardless of whether or not the person placed takes up the position after a contract has been concluded.

The placement commission shall amount to 30 % in cases where temporary personnel are provided for a period of up to 3 months, 25 % in the case of a period of 4-6 months, 17,5 % in the case of a period of 7-9 months, and 10 % in the case of a period of 10-12 months in each case relating to the employee's agreed annual gross salary at the new employer, and in each case plus value-added tax at the statutory rate. After a 12-month period has expired, no placement commission shall apply.

III. PERSONNEL PLACEMENT

1. Formation and Implementation of the Contract

A placement contract shall be brought about as soon as the Ordering Party instructs the company to designate to the Ordering Party workers suitable for its purposes, and the company accepts this order. Any request for suitable personnel through a personnel assignment relating to a third party shall also constitute an order. Any undertaking of activities geared to the placement of temporary personnel shall also constitute acceptance of an order. The mere passing-on of the name or telephone number of a person may also constitute a placement activity.

The company shall make proposals for filling a vacant position, and seek suitable persons for this, until a contract is brought about between the person placed and the Ordering Party, or the Ordering Party terminates the placement contract.

The Ordering Party hereby undertakes to treat confidentially the details of potential personnel that are communicated to it for the purpose of initiating a contract, and undertakes not to pass on such details to third parties, even if the Ordering Party does not wish to use the referral itself. If the Ordering Party breaches this obligation, it shall pay the commission laid down under No. 2, provided that the third party concludes a contract with the worker. If OSB AG suffers a loss as a result of such details having been passed on without authorisation, the Ordering Party shall compensate for this loss, even if no contract is concluded with the third party.

2. Commission Claim, Payment, Default

If, as a result of a referral under No. 1, subsection 4, or as a result of any other placement activity of OSB AG, a contract is brought about between the Ordering Party and the person placed, a commission claim shall accrue to OSB AG. This claim to commission shall arise regardless of whether or not the person placed takes up the position after a contract has been concluded.

The rate of commission shall be 30 % of the agreed annual gross salary of the person placed at the new employer, plus value-added tax at the statutory rate. The Ordering Party shall inform OSB AG of the agreed terms forthwith after a contract has been concluded.

The Executive Board

 

Updated: 10 August 2022