Bearbeitungsvertrag

VDMA 2019
32 pages

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Contents:
I. Principles and terminology of the processing contract
1. Concept and legal nature
2. Terminology
II. Provisions of processing contracts in general terms and conditions of delivery or purchase
III. The provisions of a processing contract in detail
1. Delivery and quality of material
2. Remuneration and cost estimate
3. Terms of payment
4. Processing period
5. Transfer of risk and transportation
6. Acceptance of processing
7. Retention of title
8. Right of lien and retention
9. Claims for defects
10. Liability of the processor, limitation of liability
11. Insurance
12. Statute of limitations
13. Confidentiality
14. Copyrights
15. Place of jurisdiction
IV. Sample contracts

Processing contracts are located in contract law between subcontracts, the performance of assembly work and production based on a manufacturing license. The main performance content of processing contracts is normally the performance-related processing of individual parts at the processor's plant. As a rule, the customer provides the processor with raw materials or items that have already been pre-processed in a certain way. However, the criterion of the handover of material by the customer is not always an absolute feature of the processing contract, as it is also conceivable that in some cases the material requested by the customer is procured by the processor from a third party on behalf of the customer. The work is generally carried out by the processor in his company. The secondment of fitters to the customer's company does not generally lead to a processing contract, but is to be understood as an assembly contract or contract for the secondment of assembly personnel. The purchase of entire technical units from a third-party manufacturer is also not to be considered a processing contract, but rather a subcontract. An essential factor of the processing contract lies in the fact that the processor is more or less bound by instructions with regard to the execution of the intended processing. The performance-related nature of the execution will generally form the basis of the contract. However, it is also conceivable that in individual cases it is not so much the success as the processing itself that is to be regarded as the performance owed, especially if the occurrence of the success is regarded as uncertain by both parties to the contract.In addition to distinguishing the processing contract from subcontracting or assembly, a boundary must also be drawn with the license agreement. It is quite possible that the customer also makes technical know-how available to the processor with the order. If the disclosure of the know-how only serves to supplement the experience already gained by the processor, the agreement concluded can be regarded as a processing contract. However, if the disclosure of the know-how is the main focus, the contractual relationship will have to be regarded as a manufacturing license. the processing contract is usually legally a contract for work and services and is therefore subject to the provisions of §§ 631 et seq. BGB. If the contract is not based on the performance-related nature of the processing, the statutory provisions of the service contract pursuant to Sections 611 et seq. of the German Civil Code may also apply to a certain extent. 2. terminologyThe terms contract work and contract orders are very common. These terms can be found both in individual contracts and in general terms and conditions. Such formulations are not recommended because misunderstandings may arise with regard to employment contracts between employers and employees due to the word "Lohn-", and the general term "Lohnveredelung" is also frequently used. In some cases, the words contract manufacturing or contract production are also used, sometimes as a generic term for contract processing work or (only) for the pure manufacture and delivery of certain items. In practice, the legally ambiguous terminology extended workbench, relocation orders or relocation contracts is also used from time to time.the least misleading term for the type of contract in question is the word processing contract. It describes the situation in a value-neutral and unambiguous way. This term should continue to be used.

Language:
German