General Terms of Conditions / Purchase conditions

Conditions of Sale and Delivery of the Ledermann GmbH & Co. KG, Horb

§ 1 Scope of Terms and Conditions, Exclusion of Conflicting Terms and Conditions
(1) Our General Terms and Conditions shall apply to all our offers, deliveries and services. The following Terms and Conditions shall only apply to entrepreneurs according to Section 14 German Civil Code, legal entities under public law or an asset under public law (hereinafter referred to as the „ Customer “).

(2) Within a permanent business relationship, our General Terms and Conditions shall also apply to all our future offers, deliveries and performances relating to the Customer without requiring any further reference or agreement.

(3) Our GTC shall also apply if we effect delivery without reservation while being aware of conflicting or different general terms and conditions of the Customer.

4) Our General Terms and Conditions shall apply exclusively. We shall not accept different general terms and conditions of the Customer unless they have been confirmed by us in writing.

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§ 2 Conclusion of Contract, Scope of the Delivery, Prohibition of Assignment
(1) As a general rule, our offers are free of charge and non-binding, unless agreed upon otherwise in writing.

(2) Any deal or agreement requires our written acceptance of order or our delivery of the goods. The same shall apply to any amendments, changes or side agreements.

(3) Our written acceptance of order or, in the event of lack of such acceptance of order, our offer shall be authoritative for the scope of delivery and the service to be rendered.

(4) All information about our products, in particular pictures, sizes, performance criteria and any other technical data contained in our offers and brochures shall be regarded as approximate average values. Tolerances in quantity, weight, number of pieces and dimensions customary in this line of business are expressly reserved.

(5) All documents and data on which our offer is based, such as technical drawings, illustrations, descriptions, weights and sizes, shall only be binding if expressly agreed upon in writing. We reserve the right to make minor changes and modifications to the extent such changes or modifications do not substantially impair the purpose of the contract and the delivery. All our documents and data remain our property. Such documents may neither be retained nor copied or otherwise reproduced or made available to third parties by the Customer and have to be handed out to us immediately upon our request. Even if we leave these documents to the Customer, our intellectual property rights remain unaffected hereby.

(6) The Customer shall not be entitled to assign any claims against us without our prior consent. The same shall apply to any of the Customer’s claims against us in connection with the contractual relationship which have arisen by operation of law.

(7) In the event of manufacture according to the Customer’s specifications (e.g. drawings, samples or other information) we shall only be liable for producing the goods according to such specifications.

(8) No liability is assumed by us that the goods produced according to the Customer’s specification are suitable for the Customer’s purposes and that they work together with existing components.

(9) The Customer shall be solely responsible for the documents which have to be provided by him such as drawings, models, samples or the like. The Customer shall ensure that the manufacturing drawings don’t infringe third party intellectual property rights. The Customer shall indemnify us and hold us harmless against all third party claims in this respect.


§ 3 Delivery Times
(1) If a term of delivery is agreed, such term shall begin at the earliest with the date of conclusion of contract, however, not before complete clarification of all commercial and technical questions and not before delivery of all necessary documents and approvals to be provided by the Customer and/or receipt of any advance payments that may have been agreed upon.

(2) If we should be unable to make a delivery due to reasons caused by the Customer, a term of delivery shall be deemed complied with if the item to be delivered has been handed over to a person in charge of the transport or has been notified to the Customer as ready for dispatch before such term of delivery has expired.

(3) A term of delivery shall be extended appropriately in the event of Force Majeure or any unforeseen obstacles which affect us or our suppliers. Such an unforeseen and extraordinary obstacle shall be particularly given in the event of unrest, strike, lock-out, fire, confiscation, embargo, statutory or official orders and constraints or incorrect and/or delayed self-supply, if and to the extent such obstacles have not been culpably caused by us and such obstacles have influence on our ability to timely fulfill our obligations under the contract. f due to such circumstances the term of delivery shall be extended for a commensurate period of time, the Customer shall be entitled to withdraw from the contract after expiry of such extended term of delivery. If the Customer is interested in partial performance of the contract, he may withdraw from such part of the contract that is yet unfulfilled. If we have already performed in part, the Customer may only withdraw from the entire contract if the Customer can evidence that he has no interest in partial delivery and/ or service by us. Further statutory or contractual rights to withdraw from the contract remain unaffected hereby.

(4) If we should be in delay of delivery and after a reasonable grace period defined by the Customer has expired unsuccessfully, the Customer shall be entitled to withdraw from the entire contract or, if the Customer is interested in partial performance of the contract, withdraw from such part of the contract that is yet unfulfilled. If we have already performed in part, the Customer may only withdraw from the entire contract if the Customer can evidence that he has no interest in partial delivery and/ or service by us. Further claims of any kind, in particular claims for damages based on bad performance or damage caused by delay, are excluded. § 10 remains unaffected hereby. If and to the extent we are liable for damages caused by delay according to § 10, the Customer is entitled to claim compensation for the default, which shall amount to 0,5% of the contract price for every full week of the delay, but not more than 5% in the aggregate amount, for that part of the delivery which cannot be used in time because of the delay. The parties are free to demonstrate that the actual damage is actually incurred was higher or lower than this amount.

(5) We are entitled to deliver before the expiry of the delivery date and to deliver in partial deliveries, unless agreed upon otherwise in writing.


§ 4 Prices, Payments, Partial Payments
(1) Our stipulated prices shall be on an Ex Works, Incoterms 2010, basis and are net prices excluding VAT at the rate applicable at a time (even if not separately shown), costs for packaging, freight, assembly, postal charges, insurance costs, customs duties, any costs for bank or payment transactions as well as any other additional costs will have to be paid in addition.

(2) Our invoices are immediately due for payment without any deduction.

(3) At the latest 30 days after the receipt of the invoice the Customer shall be deemed in delay unless circumstances exist (e.g. reminder or a shorter payment term or a payment term determinable by calendar) that cause the Customer to be deemed in delay earlier. When the Customer is in delay of payment, the Customer shall pay interest at a rate of annually 8 percentage points above the base interest rate.

(4) In the event of delay of payment we are entitled to make any further deliveries dependant on the complete settlement of such outstanding payments.

(5) Unless agreed upon otherwise in writing, we are entitled to unilaterally raise the prices and/ or charges for freight in the event of substantial increases of salaries, prices of raw materials and supplies, energy costs, costs for freight and customs duties or other materials. The same shall apply to contracts for the performance of a continuing obligation.

(6) Furthermore, we are entitled to refuse our performance if and to the extent circumstances become known after the conclusion of the contract that give cause to reasonable doubts that the Customer will – in total or in part – not duly or timely perform, unless the Customer has provided adequate securities. This applies in particular if our commercial credit insurer refuses to insure the risk of non-payment of the purchase price after the conclusion of the contract.

(7) Without requiring a prior reminder, we shall be entitled to demand interest payable from the due date at an annual rate of at least 5 percentage points above the base interest rate.

(8) The Customer may only offset receivables due to us with counter claims or claim a retention right, if such counter claims are undisputed or have been established by a court of law in an unappealable manner.

(9) Cheques and drafts will only be accepted as means of payment after previous agreement in writing. Any costs incurred by us resulting from such a payment shall be borne by the Customer.
(10) All payments shall be effected in the euro-currency directly to us. Any exchange rate risks shall be borne by the Customer.


§ 5 Termination of Contract.
(1) In the event of termination of the contract before the delivery date, the Customer‘s duty to ay the purchase price remains unaffected hereby. Any expenses saved as a result of the termination or any profit not gained as a result of the non-delivery may be reduced from the purchase price. We are free to choose the appropriate calculation method.

(2) In the event of termination of contract by the Customer before the start of production of the items to be delivered, the amount which has to be reimbursed by the Customer shall be a lumpsum of 10 % of the purchase price. The Customer as well as we are free to demonstrate that the actual damage incurred was higher or lower than this amount.


§ 6 Passing of Risk, Dispatch, Packaging
(1) Unless agreed upon otherwise in writing, our deliveries are carried out on an Ex Works basis.

(2) The risk of accidental loss passes to the Customer no later than when the delivery item is handed over to the person in charge of the transport. This shall also apply if we are in charge of the transport even if we bear the costs for packaging and shipment. If the delivery is delayed due to reasons caused by the Customer, the risk already passes to the Customer on the day we have informed the Customer that the delivery item is ready for dispatch.

(3) We may at our discretion determine the method of packaging, unless agreed upon otherwise in writing.

(4) A transport insurance is only provided upon the Customer‘s written request and only if the costs are borne by the Customer.


§ 7 Retention of Title
(1) We retain the title to all goods delivered by us until complete fulfilment of all claims resulting from the business connection with the Customer including claims resulting from cheques and drafts. If payment is agreed upon with the Customer on the basis of cheque-draft-procedure, the retention of title shall last until the danger of recourse has ceased to exist.

(2) The Customer shall, at any time upon our request and in the event of an insolvency application clearly mark the goods subject to retention of title as “property of Ledermann GmbH & Co. KG”.

(3) Any processing of the delivered goods by the Customer will be done for us as producer according to § 950 German Civil Code. If the delivered item is processed or inseparably connected with other items not belonging to us, we acquire joint ownership of the new goods. The share of the joint ownership corresponds to the relation of the invoice value of the delivered item to the invoice values of the other used items. The Customer is authorized to process the delivered item in the ordinary course of business, provided that the aforementioned security interests are preserved.

(4) The Customer is entitled to sell the delivered items in the ordinary course of business provided that the extended retention of title (assignment of claims according to subsection 4) is ensured. Any other acts of disposal, in particular transfer, transfer by way of security, pledge or the like shall not be permitted.

(5) The Customer hereby assigns to us all claims resulting from the resale of the delivered goods to third parties. We hereby accept this assignment. If the good subject to retention of title is jointly owned by us, such assignment shall only relate to the amount of our claims against the Customer.

(6) The Customer is authorized to collect the assigned claims for the account of us in his own name in the ordinary course of business and only revocably. Any revocation may only occur if the Customer has not correctly fulfilled his duties, in particular his payment duties, if he is insolvent or unable to pay, if he has applied for the opening of an insolvency proceeding or the opening of such proceeding has been refused due to lack of sufficient assets. If the permission to collect has been revoked, the Customer shall notify the debtor of the assignment. Furthermore we are entitled to disclose the extended retention of title to the Customer‘s client.

(7) The Customer‘s authorization to dispose of, to process or to collect the assigned claims shall terminate without express revocation in the event an insolvency proceeding is opened or the opening is refused due to lack of sufficient assets, cessation of payments, a filing for insolvency concerning the Customer‘s assets by the Customer or a third party or in the event of establishment of over-indebtedness. In these events as well as in the events of § 7 sect. 5 we are entitled to withdraw from the contract and to request the return of the good subject to retention of title after reminder and fruitless expiry of an appropriate additional respite. The Customer is obliged to release such goods. The proceeds resulting from the collection of the goods subject to retention of title minus the collection costs shall be deducted from the obligations vis-à-vis us.

(8) In the event the Customer‘s authorization to collect the assigned claims is revoked, the Customer shall immediately disclose to us in writing the name of the assigned claim‘s debtor and the amount of the claims.

(9) If the realisable value of the securities allowed according to the above-stated regulations exceeds our claims more than 20 %, we will at our discretion release our securities upon the Customer‘s request.

(10) The Customer shall immediately inform us in writing about third parties‘ access to the goods subject to retention of title, the assigned claims or any other documents and data. Any costs incurred by a legal defense of the goods subject to retention of title including costs vis-à-vis third parties shall be borne by the Customer.


§ 8 Warranty
(1) We are to be held responsible for defects in workmanship and defects of title according to the following provisions.

(2) Certain characteristics are only considered as warranted if expressly confirmed in writing. A guarantee shall only be deemed issued if a characteristic is expressly denominated as „guaranteed“ in writing.

(3) The Customer shall immediately give notice in writing of any kind of obvious material defects, deviations in quantity and false deliveries, at the latest within one week after delivery, in any case before connection, mixture, processing or installation; otherwise, the goods are considered to be approved despite these defects, unless we, our legal agents or our vicarious agents have acted with fraudulent intent. The Customer shall immediately give notice in writing of any hidden material defects, at the latest within 7 days after their discovery. In addition, Sections 377, 378 German Civil Code shall apply.

(4) The Customer shall give us the opportunity to jointly assess the notified complaints and to be present at any withdrawal for material examination.

(5) If the delivered item is used for a building according to its intended use and has caused the building‘s defectiveness, the limitation period shall be 5 years after the delivery date. All other claims for defects are subject to a limitation period of 12 months after the delivery date.

(6) Our warranty for defects of quality and defects of title shall be limited to supplementary performance. Within the scope of our supplementary performance obligation, we are entitled, at our discretion, either to remedy the defect (supplementary performance) or to the delivery of faultless material (replacement). If our supplementary performance is delayed beyond a commensurate period of time or if the supplementary performance is unsuccessful despite repeated efforts, the Customer is entitled to reduce the purchase price or to withdraw from the contract. A withdrawal from the contract is excluded if the defect is irrelevant. Furthermore, in the event of faultless partial deliveries, the Customer may only withdraw from the entire contract if he can evidence that he has no interest in the partial performance. Further claims, in particular claims for reimbursement of expenses and claims for damages, are excluded unless provided otherwise in the following § 10. We shall take title to the replaced parts or, as the case may be, they remain our property and they shall be returned to us upon our request.

(7) The Customer shall return the defective good to us for subsequent improvement or replacement at his own risk, unless a reshipment is not possible because of the kind of delivery. We shall bear the costs for transportation due to supplementary performance, however only from the place where the good has been delivered to according to the terms of contract and limited by the amount of the purchase price.

(8) The Customer has to give us the necessary time and opportunity for subsequent improvement or replacement. Only in the event of urgent cases of risk to the plant safety, the protection against unreasonably high damages or delay with the removal of defects, the Customer shall be entitled to cure the defect by himself or by a third party after prior notice and to demand from us restitution of the necessary costs.

(9) Claims for recourse according to Sections 478, 479 German Civil Code are excluded, unless the claim by the consumer was legitimate and only within the limits of statutory regulations except for gestures of goodwill which were not coordinated with us. Such claims require the observation of own duties of the person entitled to recourse, in particular the observation of the requirement to make a complaint in respect of a defect immediately on receipt of goods.

(10) The processing or installation of delivered items is always deemed to be a waiver of the notice of defects to the extent the defect was obvious.

(11) In the event of legitimate notices of defects, payments by the Customer may only be withheld in an adequate proportion to the material defects occurred. In the event of an unjustified notice of defects, we are entitled to demand from the Customer reimbursement of the expenses resulting therefrom.

(12) Claims based on defects are excluded in the event of minor deviations from the agreed or usual characteristics or utility.

(13) The recognition of a material defect always requires the written form.

(14) There shall be no warranty obligation if the intended use of the delivery item by the Customer deviates from the common use, unless agreed upon in writing.

(15) Improper or incorrect use, fair wear and tear, defective or careless treatment, improper maintenance, inappropriate operating materials, mechanical, chemical, electronic, electric and comparable influences which do not correspond to the average standard influences are not subject to any warranty rights.

(16) If our liability for defects is based on materials which we have acquired from third parties, the Customer shall exclusively assert any claims against our supplier. In such an event, we shall assign our claims against our supplier to our Customer. The Customer accepts the assignment. If the legal proceeding against our supplier shall fail, we shall be liable according to § 8 of these General Terms and Conditions.


§ 9 Withdrawal, Impossibility of Performance
(1) Irrespective of other provisions in these General Terms and Conditions, the Customer may withdraw from the contract by statement in writing, if and to the extent the performance of the contract has become entirely impossible before the passing of the risk to the Customer. In the event of partial impossibility of performance, the Customer may only withdraw from the contract if he can evidence that he has no interest in the partial delivery or partial performance. Otherwise, the Customer may demand a commensurate reduction of the purchase price. Furthermore, the Customer may only withdraw from the contract if the breach of duty is substantial

(2) In the event that no party is responsible for the impossibility of performance, we are entitled to demand payment of the parts of the contract already performed.


§ 10 Liability
(1) Our liability for damages, out of which legal reasons whatsoever, is limited
to a) our acts of intent or gross negligence including acts of our legal agents and vicarious agents
b) culpable injury of life, body, health
c) culpable material breach of contract
d) if we have intentionally misrepresented the defect by silence or if we have guaranteed the absence of defects
e) to the extent we are liable for personal and material damages with respect to privately used items under the German Product Liability Act.
Further claims for damages are excluded

(2) A contractual obligation shall be material if its fulfilment is a precondition for the proper performance of the contract and on the observance of which the contractual partner generally relies and may rely.

(3) In the event of a culpable breach of a material contractual obligation, our liability is limited to losses reasonably foreseeable and typical for this kind of contract.

(4) The foreseeable loss typical for this kind of contract shall generally be the amount of the contract value of the particular performance.


§ 11 Special Tools
All tools not listed in our catalog shall be special tools according to these Terms and Conditions. In the event of an order of such special tools by the Customer or in the event of an order of hard metal forms, the delivery quantity may exceed or fall below the ordered quantity by 20 % without constituting a defect of the delivery to the Customer.


§ 12 Place of Performance, Place of Jurisdiction, Applicable Law
(1) For all claims arising out of the business relationship between the Customer and us, the place of performance shall be 72160 Horb, Germany.

(2) The exclusive place of jurisdiction for all claims resulting from the business relationship including claims from cheques and drafts shall be the place of performance, if the Customer is a businessman, a legal entity under public law or an asset under public law. We are also authorized, however, to sue our Customer at his general place of jurisdiction.

(3) All disputes arising from contracts to which these General Terms and Conditions apply and all disputes arising from business relationship between us and our Customer shall exclusively be governed by German law excluding the rules of the United Nations Convention on Contracts for the International Sale of Goods (CISG) and international private law.

§ 13 Final Clauses
Should one or another provision of these General Terms and Conditions be or become fully or partly invalid, the validity of the remaining provisions shall remain unaffected hereby.

Ledermann GmbH & Co. KG
72160 Horb
Status: January 2013

Conditions of Purchase

Section 1 General, scope

1.1. These General Terms and Conditions of Purchase of LEUCO Ledermann GmbH & Co.KG (hereinafter referred to as "LEUCO") shall apply exclusively. LEUCO shall not recognise contradictory or divergent terms and conditions of sale or general terms and conditions of business of the supplier; such are hereby rejected. LEUCO 's General Terms and Conditions of Purchase shall also apply to all future transactions, even if this is not expressly reconfirmed in each individual case.

These General Terms and Conditions of Purchase shall still apply if LEUCO accepts or pays for a delivery without reservation in knowledge of terms and conditions of the supplier that contradict or deviate from LEUCO 's General Terms and Conditions of Purchase.

 

1.2 All agreements made between LEUCO and the supplier regarding implementation of contracts must be recorded in writing in this contract. Verbal ancillary agreements require express confirmation in writing in order to be effective.

 

1.3 These General Terms and Conditions of Purchase shall exclusively apply vis-à-vis entrepreneurs within the meaning of Section 310 Para. 4 German Civil Code (Bürgerliches Gesetzbuch, BGB).

 

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Section 2 Order and Order Confirmation

2.1. Orders placed shall only be legally effective if placed in writing. For the written form, an order by remote data transmission (e.g. via email, portal, SAP, interface, EDI) is also sufficient. Orders placed orally or by telephone will only become valid by written confirmation. Should the supplier fail to reject the within 3 days the order will be regarded as accepted. LEUCO may withdraw from the order, if the supplier fails to confirm the order in writing within 5 days (order confirmation).

 

2.2. If the order confirmation deviates from the order, LEUCO is only bound if LEUCO has accepted the deviation in text form; apart from that, order confirmations are objected if they deviate from LEUCO's order. In particular, LEUCO is bound to the supplier's general terms and conditions only to the extent that they are in conformity with the terms of LEUCO or LEUCO expressly agreed to them in writing. The acceptances of deliveries and services as well as payments do not imply consent.

 

2.3. Orders will only be placed by the purchasing department /disposition / work preparation of LEUCO.

 

2.4. In offers, all deviations from specifications set out in LEUCO's requests with regard to quantity or quality must be clearly marked as such in quotations.

 

2.5. LEUCO is entitled to terminate an order at any time, in whole or in part, even without giving reasons. In the event of a (partial) termination, the supplier received the proportional remuneration for the expenses that have been demonstrably incurred until then and which the supplier cannot otherwise exploit. Beyond that, no further payments from LEUCO are to be made, in particular, the supplier is not entitled to lost profit. If the supplier has to present the reasons for termination, he shall be responsible for all disadvantages incurred by LEUCO resulting from such termination. LEUCO has the right to accept any goods or productions results resulting from this effort.

 

Section 3 Delivery dates

3.1. The delivery dates in the form of fixed dates specified in the order or a delivery schedule are binding. Decisive for the observance of the delivery dates is the receipt of the goods at LEUCO or the receiving station determined by LEUCO.

 

3.2 Delivery dates cannot be unilaterally modified by the supplier without the prior written consent of the purchasing department or disposition of LEUCO. By sending the order confirmation, the supplier guarantees these to LEUCO as a fixed date.

 

3.3 If intermediate dates are postponed by written agreement, this does not entail the automatic postponement of the final date.

 

3.4 The supplier shall notify LEUCO in writing without delay, stating the reasons and the expected duration, if circumstances occur or become apparent which indicate that the agreed delivery time cannot be met. The unconditional acceptance of the delayed delivery by LEUCO does not exempt the supplier from the rights of LEUCO due to the delayed delivery.

 

3.5 In the event of delayed delivery, LEUCO shall be entitled to demand lump-sum damages for default amounting to 0.5% of the order price per full week, but not more than 4% in total, or after expiry of a reasonable grace period set by LEUCO, by a third party for performance not yet provided by the Supplier at the expense of the supplier. Further legal claims remain reserved. In particular, LEUCO shall be entitled to demand compensation instead of performance after the fruitless expiry of a reasonable grace period, whereby the lump sum compensation shall be deducted. The supplier is free to prove that LEUCO suffered no or less damage as a result of its delay.

 

3.6 LEUCO is entitled to call quantities ordered in partial quantities up to 4 weeks before a delivery date. LEUCO may designate a later delivery date for the delivery of the remaining delivery quantity which has not been accepted in the case of a partial call for the original delivery date. In the case of partial call-offs, the interests of the supplier must be adequately considered.

 

3.7 The weights, quantities and dimensions determined in the incoming goods inspection at LEUCO are relevant for LEUCO for invoice settlement.

 

3.8 The unconditional acceptance of the delayed delivery or service does not constitute a waiver of the claims for compensation by LEUCO.

 

3.9 If labor disputes, involuntary breakdowns, riots, government action or other unavoidable events (force majeure) not only of insignificant duration result in a significant reduction in the needs of LEUCO, LEUCO shall be entitled, in whole or in part, without prejudice to its other rights to withdraw from the contract.

 

Section 4 Delivery and Transfer of Risk

4.1Unless stipulated otherwise in the respective orders, deliveries shall be made in accordance with DDP Horb or the agreed-upon receiving agency (Incoterms 2014).

 

4.2 In case of deliveries with installation and assembly and with achievements the risk will be transferred with the acceptance, on delivery without installation or assembly, with the receipt at the point of receipt specified by LEUCO.

 

4.3 The goods must be packed in a manner that is appropriate and professional, so that damage, soiling or changes during transport are excluded. Approval of packaging by LEUCO does not relieve the supplier of its responsibility for the regularity of the transport.

 

4.4 Unless otherwise agreed, the shipping and packaging costs shall be borne by the supplier. In the case of pricing ex works or from the supplier's sales depot, the lowest cost shall be dispatched at all times insofar as LEUCO has not specified a specific mode of transport.

Additional costs due to a non-compliance with the shipping instructions shall be borne by the supplier. LEUCO can also determine the mode of transport for the pricing of free consignees. Additional costs for an expedited transport which is necessary to comply with a delivery date shall be borne by the supplier.

 

4.5 Each delivery must be accompanied by packing slips or delivery notes stating the contents and the complete order reference.

 

4.6 LEUCO is obliged to inspect the goods for obvious defects and transport damage within seven working days upon receipt of the goods. A further entrance examination is not owed. Detected defects must be reported immediately. A period of notice of seven working days is in any case to be regarded as immediate.

 

4.7 Acceptance, also by third parties commissioned by LEUCO, is always subject to the reservation all rights, in particular resulting from defective or delayed delivery. If the acceptance is prevented or considerably impeded by circumstances beyond the control of LEUCO, LEUCO shall be entitled to postpone the acceptance for the duration of these circumstances. If this happens for a period of more than four weeks, the supplier is entitled to withdraw from the contract; further claims of the supplier are excluded.

 

4.8 Returnable transport packaging, outer packaging or reusable packaging shall either be taken back by the supplier immediately upon delivery or, if this is not required, shall be picked up immediately from the place of delivery at its own expense.

 

Section 5 Prices, invoices

5.1 Invoices must indicate the order numbers and the number of each individual item. As long as this information is missing, invoices are not payable. Bills are to be marked as duplicates.

 

5.2 Unless otherwise specified, the agreed prices are net plus statutory value added tax.

 

5.3 The supplier will not grant LEUCO less favorable prices and conditions than other customers supplied by him under the same conditions.

 

5.4 Assignment of claims is only permitted with the written consent of LEUCO.

 

Section 6 Payments

6.1 Payments shall be effected with a deduction of 2% within 14 working days, or net within 60 working days.

 

6.2 The payment period starts as soon as the delivery or service has been completed and the invoice has been duly issued. Insofar as the supplier has to provide test samples, test reports, quality documents or other documents, the completeness of the delivery and service also presupposes the receipt of these documents. Discount deduction is also allowed if LEUCO expects or withholds reasonable payments due to defects; the term of payment begins after complete removal of the defects.

 

6.3 Payments are made subject to the result of the goods and quantity check at LEUCO. A payment before expiry of the examination and notification periods specified in Section 6 does not mean that LEUCO has checked the goods or quantities supplied by the supplier, has waived the complaint of quality or quantity deviations or has approved the delivery. Sums overpaid due to quality or quantity deviations have to be reimbursed by the supplier.

 

6.4 Advance payments from LEUCO shall be insured by LEUCO at the request of LEUCO by providing a down payment guarantee.

 

Section 7 Liability for defects

7.1 The supplier warrants that its services comply with the recognized rules of technology, all relevant standards and the contractually agreed conditions as well as the relevant safety regulations, which have guaranteed properties and are otherwise free of defects and defects of title.7.2 If the supplier is not the manufacturer of the goods to be delivered by him, he will inspect the goods completely for material defects and defects of title prior to delivery.

 

7.2 If the supplier is not the manufacturer of the goods he shall inspect such goods for any quality defects or defects of title before supplying the goods.

 

7.3 The statutory claims due to material and legal defects are attributable to LEUCO in their entirety. Irrespective of this, LEUCO shall be entitled to claim from the supplier at LEUCO's choice remedy of defects or substitute delivery insofar as the supplier cannot refuse the type of supplementary performance chosen by LEUCO pursuant to Sec. 439 para. 2 German Civil Code (BGB).

 

7.4 If the supplier does not begin remedying the defect within a reasonable period set by LEUCO, LEUCO shall be entitled in urgent cases to carry out the necessary measures itself or to have them carried out by third parties at the supplier's costs and after hearing the supplier.

 

7.5 The period of limitation for claims for defects is, except in cases of malice, 36 months, calculated from the transfer of risk. Any longer statutory periods of limitation according to Sec. 438, 479 and 634 a German Civil Code (BGB) shall apply to LEUCO in full.

 

7.6 In the case of defects of title, the supplier additionally releases LEUCO from any claims of third parties.

 

7.7 Should LEUCO incur transport, travel, labor, material costs or costs beyond the normal scope of incoming inspection due to the supplier's defective performance or delivery, he shall reimburse them. The same applies to all expenses that LEUCO has to bear in relation to its customer because of its subsequent performance claims.

 

7.8 If LEUCO takes back goods manufactured and / or sold by it as a result of the supplier's defective performance or delivery, or if the purchase price demanded by LEUCO is reduced or LEUCO is therefore exposed to other claims for defects, LEUCO is entitled to take the supplier in regress without the otherwise necessary setting of a deadline.

 

7.9 The supplier shall carry out a quality assurance that is appropriate in terms of type and scope and in accordance with the latest state of the art and prove that to LEUCO at any time upon request.

 

Section 8 Product liability, recall, indemnification, product liability insurance

8.1. Where the supplier is responsible for a fault or product defect, he undertakes to indemnify LEUCO from claims for compensation from third parties upon first request, to the extent that the cause lies within his control, the fault can be attributed to him or he himself has unlimited liability vis-à-vis third parties.

 

8.2. Within the scope of supplier liability for loss events within the meaning of Para. (1), he shall also be obligated to reimburse all expenses arising from or in the context of a recall conducted by LEUCO. Wherever possible and reasonable, LEUCO shall inform the supplier of the content and scope of the recall measures to be implemented and give the supplier an opportunity to comment.

Other statutory claims that LEUCO is entitled to shall not be affected.

 

8.3 Para. (1) and (2) apply accordingly, as far as product defects are due to supplies or services of suppliers or subcontractors of the supplier.

 

8.4. The supplier undertakes to maintain product liability insurance with a lump sum insured of EUR 5 mil. per personal injury/case of damage to property; should LEUCO be entitled to further claims for compensation, these shall not be affected.

 

Section 9 Transfer of orders to third parties

The transfer of orders to third parties without the written consent of LEUCO is inadmissible and entitles LEUCO to withdraw from the contract in whole or in part and to demand compensation for damages.

 

Section 10 Proprietary rights

The Supplier warrants that no rights of third parties are violated in connection with its deliveries and services. If a third party makes a claim on LEUCO due to an infringement of its rights by the supplier's supplies and services, the supplier must indemnify LEUCO upon first written request.

 

Section 11 Certificate of origin

The supplier shall promptly provide LEUCO with all required certificates of origin (such as supplier's declarations, movement certificates within the meaning of the EEC or EFTA origin regulations) with all necessary information and signatures.

 

Section 12 Environmental regulations

The supplier undertakes to comply with all relevant environmental regulations and will provide LEUCO with a list of its products from the order on request.

 

Section 13 Provisions

13.1 Provision of materials, tools, samples and other objects or documents handed over for production shall remain the property of LEUCO and shall be stored, designated and managed separately and free of charge. Their use is only permitted for orders from LEUCO. In case of impairment or the supplier is obliged to make a replacement. This also applies to the calculated transfer of order-based material.

 

13.2 Processing or remodelling of the material or assembly of parts is expressly for LEUCO. LEUCO becomes the immediate owner of the new or transformed item. If this is not possible for legal reasons, LEUCO and the supplier agree that LEUCO will become the owner of the new product at any time during processing or transformation. The supplier shall store the new item free of charge for LEUCO with the due care of a prudent businessman.

 

Section 14 Tools

14.1 Tools paid by LEUCO are the sole property of LEUCO and may be used by the Partner only for the orders and parts of LEUCO. Tools paid for by LEUCO shall be available to LEUCO in perfect condition at all times. The Partner shall clearly label LEUCO's property as such and store it separately.

 

14.2 The Partner undertakes to insure tools owned by LEUCO and stored by the Partner against property damage at his own expense. The Partner hereby cedes all claims for compensation under this insurance to LEUCO.

 

14.3 Parts manufactured using tools owned by LEUCO must not be offered or supplied to third parties, and the applicable expertise must not be passed on.

 

14.4 The Partner shall be exclusively responsible for maintenance and servicing of the tools at his expense. The Partner shall be solely responsible for the costs of subsequent tools. As such, output is unlimited.

 

14.5 Any changes to tools must be approved by LEUCO in writing. After each change, samples must be submitted to LEUCO for inspection and approval.

 

14.6 The payment of the tool costs by LEUCO takes place only after examination and release of a first sample delivery.

 

Section 15 Safety standards

The delivery item must comply with the applicable safety standards. The respective declarations of conformity and manufacturer are to be attached to the delivery without being requested.

 

Section 16 Secrecy

16.1. Without LEUCO's written consent, the supplier undertakes not to pass on tools, forms, prototypes, models, profiles, drawings, norm sheets, print templates and doctrines provided by LEUCO or use them for purposes other than specified in the agreement. They must be secured against unauthorized inspection or use. Subject to further rights, LEUCO may demand their surrender if the Supplier violates these obligations.

 

16.2. The supplier shall not make information obtained by LEUCO accessible to third parties and shall treated them confidential unless they are publicly known or otherwise legitimately known to him.

 

Section 17 Advertising

The supplier is forbidden to use requests, orders or correspondence of any kind from LEUCO for his advertising purposes. Advertising using the business relationship with LEUCO shall only be permitted with prior, express consent from the same.

 

Section 18 Export control and customs

18.1 The supplier is obliged to inform LEUCO in its business documents of any authorization requirements for (re-) exporting its goods in accordance with German, European, US export and customs regulations as well as the export and customs regulations of the country of origin of its goods. For this purpose, the supplier must provide the following information, at least in its offers, order confirmations and invoices for the relevant item of goods:

- the export list number in accordance with Annex AL to the German Foreign Trade Regulation or comparable list items of relevant export lists,
- for US goods the ECCN (Export Control Classification Number) according to the US Export Administration Regulations (EAR),
- whether an export license is required for its goods
- the commercial origin of his goods and the components of his goods including technology and software,
- whether the goods are transported through the USA, manufactured or stored in the USA or made with the help of American technology,
- the statistical commodity code (HS code) of its goods.

 

18.2 Upon request, the supplier is obliged to inform LEUCO in writing of all other foreign trade data on its goods and their components as well as immediately inform LEUCO in writing (before delivery of the corresponding goods) of any changes to the above data.

 

Section 19 Declaration of long-term suppliers

For deliveries, the supplier must send annually a long-term supplier's declaration (certificate of origin) in which it is confirmed that the deliveries comply with the rules of origin for the preferred trade.

 

Section 20 Customs – right to reimbursements of customs

For deliveries and services from countries in which LEUCO has a duty-free right, the supplier shall, upon request, provide the documents required for a duty-free purchase (e.g. EC movement certificate).

 

Section 21 Prototypes, submitted documents

The consent of LEUCO to drawings, calculations and other documents or samples shall not affect the supplier's sole responsibility for the delivery item. This also applies to recommendations and suggestions from LEUCO.

 

Section 22 Supplementary Regulations

As far as the order conditions do not contain a regulation, the statutory provisions shall apply.

 

Section 23 Place of venue, applicable law

23.1. The exclusive place of jurisdiction, including for proceedings concerning bills of exchange, cheques and certificates, shall – regardless of the value in dispute – be courts of Horb, Germany that has factual and geographical responsibility for LEUCO 's place of business in the first instance in the event that the parties are registered traders, legal entities under public law or special funds under public law; however, LEUCO shall alternatively be entitled to file a suit against the supplier at the court at the supplier's domicile or place of business. The same shall apply if the supplier does not have a general place of jurisdiction in Germany, if he changes his domicile or place of business or normal residence away from Germany after conclusion of contract, or if his domicile or place of business or normal residence is unknown at the time of filing the suit.

 

23.2. The contractual relationship and these General Terms and Conditions of Purchase shall be exclusively subject to the laws of the Federal Republic of Germany, to the exclusion of the UN Convention on Contracts for the International Sale of Goods.

23.3. Should individual provisions of this contract be invalid or unenforceable or become invalid or unenforceable following conclusion of contract, this shall not affect the validity of the remainder of the contract. The invalid or unenforceable provision shall be replaced by a valid and enforceable provision whose effect comes as close as possible to the economic aim pursued by the Parties with the invalid or unenforceable provision. The above provisions shall also apply accordingly in the event that there are loopholes in the contract.



LEUCO Ledermann GmbH & Co. KG
72160 Horb
Status: January 2018