[Seite 1]
ZDF General Terms and Conditions of Contract—hereinafter referred to as “AGB/ZDF”—for Goods and Services—excluding Construction Services (Effective as of 07/2026)
The German version shall be the sole authoritative and legally binding version. It is available on the ZDF website at https://www.zdf.de/unternehmen/organisation/ausschreibungen-126.html
- Scope of Application kind as well as additional deliveries or services will be compensated only if a supplementary order has been These General Terms and Conditions (GTC)/ZDF ap- issued in writing in advance. ply to all contracts for goods and services — exclud- ing construction services — concluded with ZDF (the 3.2 Additional services and deviations of any kind Client). that arise in connection with the provision of produc- tion-related services at the production site may only The General Terms and Conditions/ZDF apply exclu- be performed after prior consultation with the respon- sively; any terms and conditions of the Contractor sible production manager at the production site and that conflict with or deviate from them shall not be- must be itemized separately on the invoice. come part of the contract, even if ZDF does not ex- pressly object to them or if ZDF accepts the delivery 3.3 Unless otherwise agreed, the Contractor’s offers, and/or service without reservation while aware of drafts, plans, cost estimates, samples, and proto- conflicting terms and conditions. types shall be provided to ZDF free of charge. Upon ZDF’s request, the Contractor must retrieve them im- Any rights to which the Client is entitled under statu- mediately and at its own expense. tory provisions beyond these General Terms and
- Performance Conditions of Contract remain unaffected.
4.1 The Contractor shall perform all work with the ut- 2. Placing an Order most care and in accordance with general industry- specific principles. The Contractor shall ensure that 2.1 Orders placed by ZDF must generally be in writ- its deliveries/services comply with the specified re- ing to be legally binding. This also applies to changes quirements/specifications as well as the state of the and additions to orders made before, during, or after art. Statutory provisions and generally accepted tech- the conclusion of the contract. If, in urgent cases, an nical standards must be observed during implemen- order must be placed verbally, the order must be con- tation (e.g., the Product Safety Act, the Industrial firmed in writing without delay. Safety Ordinance, DGUV regulations, TRBS, rele- 2.2 Unless otherwise agreed in the order, the follow- vant DIN, VDE, and VDI standards, as well as the es- ing shall apply to the order placed by ZDF, in the fol- sential requirements of the European Union (EU)). lowing order, in the version valid at the time the con- The equipment provided and used to perform the tract is concluded: work must be state-of-the-art. The required test cer- a) the order (contract) tificates must be presented on site upon request. b) if agreed upon: Special Contractual Terms When organizing the work, recognized occupational (BVB) with the accompanying appendices health and safety and ergonomic guidelines must be c) these General Terms and Conditions/ZDF, observed, as well as the guidelines for the perfor- and, insofar as copyrights may arise or cop- mance of work by outside contractors and subcon- yrights-related usage rights may be affected, tractors on the ZDF premises (ZDF Outside Contrac- pursuant to Section 9.1 of these General tors); see 4.5. Accidents and damages arising in con- Terms and Conditions, additionally: “Con- nection with the performance of the service must be tractual Terms and Conditions for the Trans- reported to the Client. fer of Rights” d) if applicable pursuant to Section 4.5 of these 4.2 If subcontractors, suppliers, or specific brands General Terms and Conditions, additionally: are specified in the bid and/or agreed upon in the or- the ZDF Third-Party Company Guidelines der, the Contractor may not change them without e) the General Contract Conditions for the Per- ZDF’s prior consent. formance of Services (VOL/B) 4.3 In the case of goods intended to remain the prop- erty of ZDF, the Contractor is obligated to deliver only 3. Prices unused and brand-new goods, unless otherwise ex- pressly agreed in writing (in text form) between the 3.1 Unless otherwise agreed in the order, all prices parties prior to the conclusion of the contract. If, con- quoted are fixed prices, including packaging and all trary to this provision, goods that are not unused and ancillary costs, free to the place of delivery or perfor- brand-new are delivered without a corresponding mance. Unless otherwise agreed, deviations of any 1/6
[Seite 2]
ZDF General Terms and Conditions of Contract—hereinafter referred to as “AGB/ZDF”—for Goods and Services—excluding Construction Services (Effective as of 07/2026)
The German version shall be the sole authoritative and legally binding version. It is available on the ZDF website at https://www.zdf.de/unternehmen/organisation/ausschreibungen-126.html
agreement, this shall be deemed a material defect. In 5.2 The risk shall pass this case, ZDF is entitled, at its discretion, to demand − for deliveries, upon proper handover at the subsequent performance, a price reduction, dam- place of performance ages, or rescission of the contract.
− for work and services, upon acceptance 4.4 If, in the course of providing services on ZDF’s premises, welding work or work involving particular to ZDF. hazards (e.g., risk of explosion, fire, heat, smoke, or environmental impact) is to be performed, the Con- 5.3 For ex-works deliveries, the actual freight costs tractor undertakes to inform ZDF in writing in a timely incurred shall be borne without a surcharge, provided manner prior to the commencement of such work and that reasonableness is ensured by the selection of a to obtain ZDF’s written permission. The relevant ac- cost-effective mode of transport. cident prevention regulations and ZDF’s specific 5.4 If partial deliveries and/or services have been safety requirements must be strictly observed. agreed upon, these must be appropriately marked on 4.5 If the Contractor performs work on the ZDF the delivery and/or service slips, shipping and/or bill- premises, it is obligated to comply with the ing documents, etc. regulations set forth in the “Guidelines for External 5.5 If a formal acceptance has been agreed upon, ac- Contractors Regarding the Performance of Work by ceptance shall take place by declaration of the signa- External Contractors and Subcontractors on ZDF tory of the contract or purchase order. Technical ac- Premises” (available for viewing or download at ceptance reports or other acceptance reports issued https://www.zdf.de/unternehmen/organisation/aussc by a ZDF department do not constitute legally binding hreibungen-126.html) and submit a signed copy to declarations of acceptance. the responsible ZDF project manager.
5.6 ZDF is not obligated to accept partial deliveries or 4.6 Unless otherwise agreed, the Contractor is obli- partial services unless otherwise agreed in writing gated to obtain permits and approvals from govern- (text form). ment agencies and authorities (e.g., the Labor In- spectorate) as well as associations (e.g., Technical 6. Invoicing Inspection Association) and cooperatives (e.g., the Occupational Safety and Health Association) if the 6.1 All payments by ZDF shall be made exclusively deliveries or services require a permit or approval on the basis of invoices. If the contracting party is- from government agencies, authorities, associations, sues a so-called “e-invoice”, it shall send it in hybrid or cooperatives, or if permits or approvals are neces- format to the email address sary for the proper use or operation of the products RDL.RWStammdaten[at]zdf.de. or services. If an approval or acceptance is not 6.2 If installment or partial payments are expressly granted or is delayed for reasons attributable to the agreed upon in the contract, the invoices must be Contractor, the Contractor shall bear the costs in- marked accordingly as partial or final invoices. curred by the Client as a result of the non-granting or delayed granting. 6.3 Invoices for goods and services billed on a time- and-materials basis must be accompanied by corre- 5. Delivery/Performance and Transfer of Risk sponding statements of materials and services. 5.1 All deliveries must be accompanied by a delivery These must be confirmed by ZDF. Statements of note that includes the ZDF order number and a pre- hours worked and materials used can only be con- cise description of the contents of the delivery. Deliv- firmed if they are provided as part of the written order eries shall be made during normal business hours, (at least in text form) and are sufficiently detailed to unless the parties have agreed on a different delivery allow their accuracy and reasonableness to be veri- time. The Contractor shall indemnify ZDF against all fied. Measurements must be taken in the presence of claims asserted by third parties due to deliveries ZDF. made outside these hours, unless the Contractor is not at fault for the delivery outside normal business hours.
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[Seite 3]
ZDF General Terms and Conditions of Contract—hereinafter referred to as “AGB/ZDF”—for Goods and Services—excluding Construction Services (Effective as of 07/2026)
The German version shall be the sole authoritative and legally binding version. It is available on the ZDF website at https://www.zdf.de/unternehmen/organisation/ausschreibungen-126.html
- Terms of Payment 9.2. Warranty
7.1 Unless otherwise agreed, payments shall be The Contractor warrants that the deliverables pro- made upon full performance of services or complete vided under this contract are free from third-party delivery. rights and are not pledged or otherwise encumbered. The Contractor also warrants that no other rights ex- 7.2 Unless otherwise agreed, ZDF will apply a 3% ist that would impair or preclude the uses described discount for payments made within 14 calendar days above. In particular, the Contractor shall ensure — of proper receipt of the invoice. Payments made through appropriate agreements with its employees within 30 calendar days are made strictly net. assigned to ZDF — that the scope of use granted by this contract is not impaired by any co-authorship 7.3 If, after receipt of the respective invoice, justified rights or other rights. In this regard, the Contractor objections are raised because the invoice does not undertakes to indemnify ZDF against all claims of any meet the requirements for proper invoicing, the pay- kind asserted by third parties arising from ZDF’s ex- ment period shall not begin until receipt of the new, ercise of the assigned rights in accordance with this corrected invoice or receipt of the last missing docu- Agreement. This indemnification shall include, in par- ment. ticular, the costs of any necessary legal defense. This 8. Liability for Legal and Material Defects obligation applies equally to ZDF with respect to those contents and services that ZDF makes availa- 8.1 The statute of limitations for claims arising from ble to the Contractor for the performance of the re- defects is two years, unless the law provides for a spective services. If third parties infringe upon or longer period or the order specifies otherwise, and threaten to infringe upon the aforementioned rights, begins upon delivery for goods and upon acceptance the Contractor is obligated to notify ZDF immediately for services. and to take all necessary steps to prevent such in- fringement. Notwithstanding the foregoing, ZDF is 8.2 ZDF fulfills its obligation to inspect and give notice entitled, but not obligated, to take appropriate of defects (§ 377 HGB) for deliveries — unless other- measures itself to prevent such infringements and wise specified in the order — in the case of apparent will inform the Contractor accordingly. defects, provided it asserts the defect within a period of 2 weeks after receipt of the goods. 10. Force Majeure
- Transfer of Rights and Warranty Both parties shall be released from their respective performance obligations for as long and to the extent 9.1 Grant of Rights that they are unable to fulfill them due to force The Contractor assigns to ZDF all copyrights, majeure. Force majeure refers to circumstances be- neighboring rights, trademark and title rights, patent yond the control of the affected party, such as strikes, rights, license rights, industrial or other property epidemics, natural disasters, or failures in the energy rights — to the extent that such rights arise — in supply or technical infrastructure. This also applies if accordance with the appendix “Contract Terms for such circumstances occur at a time when a party is the Transfer of Rights to ZDF”, in default of acceptance. If the services must be can- https://www.zdf.de/assets/rechteuebertragung-an- celed in whole or in part for the aforementioned rea- das-zdf-stand-02-2026- sons, the obligations to perform shall be mutually 100~original?cb=1783430138376, which in this case waived. Both parties shall notify the other party with- also becomes an integral part of the contract. out delay as soon as a specific, unexpected risk of failure becomes apparent. Any services and consid- Excluded from this are the Contractor’s existing pro- eration already received shall be returned without de- gramming services, such as software tools pro- lay. grammed for the creation and operation of an appli- cation, database connections, content management 11. Subcontractors systems, authoring tools, search trees, etc. With re- The Contractor shall perform the service using per- spect to these, the Contractor grants ZDF non-exclu- sonnel who are qualified to perform the agreed-upon sive rights of use in accordance with the preceding service in accordance with the contractual agree- paragraph. ments. The Contractor may only engage subcontrac- tors to perform services that have a qualitative or 3/6
[Seite 4]
ZDF General Terms and Conditions of Contract—hereinafter referred to as “AGB/ZDF”—for Goods and Services—excluding Construction Services (Effective as of 07/2026)
The German version shall be the sole authoritative and legally binding version. It is available on the ZDF website at https://www.zdf.de/unternehmen/organisation/ausschreibungen-126.html
quantitative impact on the service, or may only re- accessing them; and that it will return them in full place subcontractors already engaged, if ZDF ex- upon termination of the collaboration or upon request pressly consents to such action. by ZDF. The ZDF’s implementation documents made available to the Contractor may be used only for the In the event of subcontracting, this also applies to the purpose of this contract; use for other purposes re- subcontractor engaged. This includes ensuring that quires the prior consent of ZDF. subcontractors comply with their legal obligations re- garding the payment of taxes and social security con- The Contractor must maintain confidentiality regard- tributions, etc., and meet the requirements under ing the content of its services and the results of its commercial law. The transfer of data is permitted only work vis-à-vis all persons who are not familiar with if the subcontractor fulfills the obligations regarding such content, to the extent that the content of the ser- confidentiality and data protection in accordance with vices and works is not intended to be made publicly these General Terms and Conditions of Contract. known. In such cases, only ZDF may distribute, re- produce, or otherwise make available to the public or ZDF and the Contractor shall ensure, through organ- cause to be made available to the public announce- izational measures, that the employees seconded by ments, visual representations, and communications each party to the other are subject exclusively to the relating to the Contractor’s work for ZDF. managerial authority and disciplinary power of their respective employer. Instructions shall be given ex- 14. Data Protection (GDPR) clusively within the scope of the agreed-upon division The parties undertake to comply with data protection of tasks. regulations, in particular the GDPR. This includes im- 12. Documentation plementing appropriate technical and organizational measures and ensuring that persons working on their Upon completion of the deliveries and services, the behalf are bound by confidentiality obligations. If the Contractor shall provide ZDF with the drawings, cal- Contractor processes personal data pursuant to in- culations, and other technical documentation pertain- structions from ZDF as “data processing on behalf of ing to the subject matter of the services that corre- a controller” under Article 28 of the GDPR, the sup- spond to the actual work performed, in the required plementary provisions of the data processing agree- number of copies, in German (written/paper form), ment to be concluded shall apply. and in the standard DIN format. These documents must comply with existing German standards as well In accordance with the General Data Protection as ZDF’s in-house standards, be suitable for copying, Regulation (GDPR), there is an obligation to provide and be suitable for data backup (standard file format). information regarding the processing of personal The aforementioned documents must be updated im- data and the related rights. ZDF’s privacy policy is mediately as soon as the Contractor makes subse- available at quent changes to the subject matter of the services. https://presseportal.zdf.de/datenschutzinformatione n-vertragspartner-einkauf-und-reisen. For travel 13. Confidentiality bookings and accreditations, the “Privacy Clause for Travel Bookings and Accreditations”, in its currently The Contractor is obligated to maintain confidentiality valid version, applies. regarding ZDF’s internal affairs and operations. The Contractor shall ensure that its employees assigned 15. Compliance with Laws to ZDF are subject to corresponding confidentiality obligations, including for the period following the ter- The Contractor is obligated to comply with the appli- mination of their employment. The Contractor is obli- cable legal provisions in connection with the contrac- gated to impose a confidentiality obligation on its sub- tual relationship. This applies in particular to anti-cor- contractors by contract and to ensure that they, in ruption as well as antitrust, labor, and environmental turn, contractually agree to this confidentiality obliga- protection regulations, and the provisions explicitly tion when engaging further subcontractors. listed below:
The Contractor warrants that it will treat as confiden- 15.1. Minimum Wage tial all documents, materials, information received or The Contractor guarantees to ZDF compliance with provided, plans, files, etc., made available to it by the provisions of the Minimum Wage Act, i.e., the ZDF in connection with this contract; that it will store consistent and timely payment of the minimum wage them carefully; that it will prevent third parties from 4/6
[Seite 5]
ZDF General Terms and Conditions of Contract—hereinafter referred to as “AGB/ZDF”—for Goods and Services—excluding Construction Services (Effective as of 07/2026)
The German version shall be the sole authoritative and legally binding version. It is available on the ZDF website at https://www.zdf.de/unternehmen/organisation/ausschreibungen-126.html
to its employees, as well as compliance with the em- 18. Security for Contract Performance / Termi- ployer’s obligations set forth in the Minimum Wage nation of the Contract / Termination for Good Act. In the event of violations by the Contractor, ZDF Cause is entitled to withdraw from or terminate this contract. 18.1. If, after the conclusion of the contract, the Client If ZDF is held liable for payment of the minimum wage becomes aware of specific facts that seriously jeop- pursuant to § 13 MiLoG, the Contractor shall indem- ardize the Contractor’s proper and timely perfor- nify ZDF against claims by third parties and for any mance of its contractual obligations, the Client may resulting damages. demand appropriate security for the portion of the If the Contractor engages subcontractors, the Con- contract that has not yet been fulfilled. tractor shall ensure that such subcontractors also contractually commit to paying the minimum wage 18.2. The Client must request the Contractor in writ- and, in turn, include this obligation in their own con- ing to provide the security within a reasonable period. tracts should they engage further subcontractors. Until the deadline expires without result, the Client is The Contractor is obligated to submit proof of pay- entitled to withhold its own cooperation obligations ment of the minimum wage (documents pursuant to that are not yet due, to the extent necessary to pro- Section 17 of the Minimum Wage Act (MiLoG)) upon tect its legitimate interests. request by ZDF. If ZDF is held liable for payment of the minimum wage pursuant to Section 13 of the Min- 18.3. If the required security is not provided by the imum Wage Act (MiLoG), the Contractor shall indem- deadline, the Client may withdraw from the contract nify ZDF against claims by third parties and for any with respect to the unfulfilled portion; in the case of resulting damages. continuing obligations, the Client may terminate the contract for good cause. 15.2. State Collective Bargaining Compliance Act (LTTG) 18.4. The Client may also terminate the contract for good cause if To the extent that the services fall within the scope of a) the Contractor remains in default of a material application of § 2 LTTG, the Contractor guarantees to obligation that is due, despite a written re- ZDF compliance with the Rhineland-Palatinate State minder and a reasonable grace period, Collective Bargaining Compliance Act (LTTG) in b) the contractor seriously breaches a material accordance with ZDF’s Special Contractual contractual obligation and the breach persists Conditions under the LTTG despite a written warning or despite a reason- (https://www.zdf.de/assets/besondere- able period granted for remedy, or vertragsbedingungen-nach-lttg- c) it is established that the Contractor is perma- 100~original?cb=1783431001857). In the event that nently unable to perform essential services in subcontractors are engaged, the Contractor shall accordance with the contract. ensure that they, too, contractually commit to complying with the LTTG in accordance with ZDF’s 18.5. To the extent that the good cause consists of a Special Contractual Conditions under the LTTG and, breach of duty, termination is permissible only after in turn, include this obligation in their own contracts the unsuccessful expiration of a reasonable period should they engage further subcontractors. for remedy or after an unsuccessful written warning, 16. Advertising / Use of the ZDF Logo unless setting a deadline or issuing a warning is not required under statutory provisions. Publications regarding the project or the collaboration; any promotional activities relating to the contractual 18.6. Termination and rescission must be in writing. project or the use of the ZDF logo are permitted only with the prior express consent of ZDF, provided at a 18.7. Any further statutory rights of the contracting minimum in writing. parties remain unaffected.
- Assignment of Claims
- Unilateral Legal Acts / Power of Attorney The Contractor’s claims against ZDF may be as- signed or pledged to third parties only with ZDF’s Unilateral legal acts, in particular terminations, are ef- prior written consent. Section 354a of the German fective even without the presentation of a power of Commercial Code (HGB) remains unaffected. attorney. 5/6
[Seite 6]
ZDF General Terms and Conditions of Contract—hereinafter referred to as “AGB/ZDF”—for Goods and Services—excluding Construction Services (Effective as of 07/2026)
The German version shall be the sole authoritative and legally binding version. It is available on the ZDF website at https://www.zdf.de/unternehmen/organisation/ausschreibungen-126.html
- Final Provisions
- Set-off If any provision of the above General Terms and Con- The Contractor may set off against ZDF any counter- ditions/ZDF or any provision of any additional agree- claims that are undisputed or have been legally es- ments entered into is or becomes invalid in whole or tablished, or at least are ready for a decision. in part, the validity of the remaining provisions or other agreements shall remain unaffected.
- Place of Performance
The place of performance is the place of delivery and performance specified by ZDF in the order.
- Jurisdiction and Governing Law
In the event of legal disputes, the place of jurisdiction is Mainz/Rhine if
- the contractor is a merchant within the meaning of the German Commercial Code
- the Contractor has no general place of juris- diction within the territory of the Federal Re- public of Germany, or
- the Contractor moves his place of residence or habitual residence outside the territory of the Federal Republic of Germany after the conclusion of the contract, or
- at the time the action is filed, the Contrac- tor’s domicile or habitual residence is un- known.
ZDF is also entitled to bring an action at the contrac- tor’s place of business as well as at any other permis- sible place of jurisdiction.
The law of the Federal Republic of Germany shall ap- ply, excluding the UN Convention on Contracts for the International Sale of Goods.
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