General Terms and Conditions of Sale and Delivery
1.1 These terms and conditions apply to all our deliveries and other services if the customer is an entrepreneur, a legal entity under public law or a special fund under public law (§ 310 I German Civil Code).
1.2 Our conditions apply exclusively and even if we carry out the delivery or service without reservation in the knowledge of conflicting or deviating conditions of the customer. Such conflicting or deviating conditions are only binding for us if we have expressly agreed to their validity in writing. A written contract or our written confirmation shall be decisive for the content of collateral agreements and supplements to our terms and conditions.
1.3 Our terms and conditions shall also apply to all future transactions between the customer and us. Changes to our terms and conditions shall apply in each case for the future after notification to the customer, unless the customer objects to the changes in writing within one month of notification.
2. Conclusion of contract, scope of services
2.1 Our offers are always subject to change and non-binding. The order of the goods by the customer is considered a binding offer of contract. Unless otherwise stated in the order, we are entitled to accept this contractual offer within five working days of its receipt. The acceptance can be declared either in writing, in text form, by e-mail (order confirmation) or by delivery of the goods to the customer.
2.2 If the conclusion of the contract is confirmed by us (order confirmation), it shall apply with the confirmed scope of services and at the confirmed conditions, if the customer does not object in writing immediately after receipt of the order confirmation. Verbal agreements deviating from these terms and conditions are only valid if they have been made by one of our managing directors, authorised signatories or general representatives or if they have been confirmed by us in writing or by e-mail.
2.3 We reserve the right to make such deviations from the agreed performance as are reasonable in terms of scope and nature. In addition, the customer shall agree to further suggestions for changes on our part, provided that these are within the customary scope and are reasonable for the customer. Such deviations reduce or increase the agreed purchase price accordingly.
2.4 Dimension, weight and similar data in the documents on which the offer or order confirmation is based are only approximate unless they are expressly designated as binding or unless the usability for the contractually agreed purpose presupposes an exact match.
2.5 We reserve all property rights and copyrights to our own illustrations, drawings, calculations and other documents. The customer requires our express written consent before passing them on to third parties.
3.1 Unless otherwise agreed in writing, our prices are net prices (Euro) "ex works" without packaging and shipping plus the statutory value added tax at the statutory rate on the day of invoicing.
3.2 If more than four months elapse between the conclusion of the contract and delivery, without any delay in delivery for which we are responsible, and if our material or labour costs have increased since the conclusion of the contract, we are entitled to increase the price by a percentage surcharge corresponding to these increases. If the purchase price increases by more than 30% as a result, the customer is entitled to withdraw from the contract.
3.3 If we carry out subsequent change requests by the customer, we may charge the customer for the additional costs incurred as a result, even without a corresponding agreement.
4. Due date, terms of payment
4.1 Unless otherwise agreed in writing, the purchase price is due for payment without deduction within 30 days of the invoice date. If payment deadlines are exceeded, the customer shall be in default even without a reminder.
4.2 Payment by bill of exchange or cheque requires our express written consent. Discount and other bill charges shall in any case be borne by the customer.
4.3 From the due date, we may charge interest on arrears at a rate of 9 percentage points above the base interest rate. During the period of default, interest shall be charged on the purchase price at the statutory default interest rate applicable at the time. We shall be entitled to prove further default or other damage, and the customer shall be entitled to prove that no damage at all has occurred or that the damage is significantly lower.
4.4 If there is reasonable doubt about the solvency or creditworthiness of the customer, we may refuse performance until the purchase price has been paid or security has been provided for the customer. If the customer is not prepared to pay in advance or provide security despite being requested to do so, we shall be entitled to withdraw from the contract, insofar as we have not yet performed ourselves. Furthermore, we shall be entitled to make all our claims arising from the business relationship immediately due and payable.
4.5 In the event of default in payment, we may make the performance of current – and other – contracts with the customer dependent on the simultaneous payment of the purchase price or the simultaneous provision of appropriate security. After reminder and if a reasonable period of grace set therein expires without result, we may withdraw from individual or all contracts concluded with the customer, insofar as they have not yet been fulfilled or have only been partly fulfilled by us, or demand compensation for damages instead of performance without further notice. In addition, we may make all claims against the customer due and payable and realise our securities.
5. Offsetting, right of retention
Offsetting by the customer is only permissible with undisputed or legally established claims, the exercise of a right of retention only because of undisputed or legally established counterclaims based on the same contractual relationship.
6. Delivery, delivery time
6.1 As a matter of principle, we hand over the goods at our place of business, which is also the place of performance for the delivery and any subsequent performance.
6.2 At the request and expense of the customer, the goods will be shipped to another destination (sale to destination). Unless otherwise agreed in writing, we shall be entitled to determine the type of shipment (in particular transport company, shipping route, packaging) ourselves. In the event of dispatch of the goods, the risk of accidental loss or accidental deterioration shall pass to the customer upon their delivery to the carrier; this shall also apply if the delivery to the carrier is not made by us (direct dispatch by our supplier) or if we use our own employees for transport. The customer also bears the risk for all returned deliveries during the return transport as well as for the packaging during the outward and return transport.
6.3 Transport packaging and all other packaging will not be taken back. The customer shall bear the costs of disposal of the packaging.
6.4 Transport insurance is only taken out on the express instruction of the customer, in his name and at his expense; the handling of an insured event is the responsibility of the customer.
6.5 We always endeavour to deliver as soon as possible. There are no fixed delivery periods as a matter of principle. Periods and dates for deliveries promised by us are always only approximate, unless a fixed period or date has been expressly promised or agreed in writing. In the latter case, the delivery period shall begin with the dispatch of the order confirmation. Compliance with the delivery time requires the timely and proper fulfilment of necessary or agreed cooperation obligations of the customer. Otherwise, the delivery time shall be extended by a reasonable period. If a fixed delivery date agreed in writing is exceeded by more than four weeks, the customer is entitled to set us a period of grace of one month. If the delivery is not made by the end of the grace period, the customer shall still have the right to withdraw from the contract. Withdrawal must be declared in writing and immediately after expiry of the grace period set, but at the latest within two weeks after expiry of this period. There is no right to withdraw from the contract if we are not able to meet the extension without fault. In this case, the customer may withdraw from the contract three months after the original delivery period has been exceeded
6.6 The delivery period shall be extended by a reasonable amount of time in the event of an unforeseen event beyond our control (e.g. force majeure, industrial action and disruption of transport routes). The failure of one of our suppliers to deliver to us in good time shall also be deemed to be such an event if we have concluded a delivery agreement under which the customer could have been supplied as promised in the event of smooth processing (congruent covering transaction) and we are not responsible for the non-delivery by the supplier. We shall inform the customer immediately in the event of such events. If such events make delivery considerably more difficult or impossible and the hindrance is not only of temporary duration, we may withdraw from the contract in whole or in part. Any consideration already provided by the customer shall be reimbursed immediately in this case. The other statutory rights of withdrawal and termination remain unaffected.
6.7 Partial deliveries are permissible.
7. Warranty for defects
7.1 The goods are to be examined immediately after their handover. The customer is obliged to carry out a representative quality control at least by random sampling on receipt of the goods. Defects, shortfalls and other deviations from the agreed performance must be notified in writing or by e-mail without delay, but at the latest within five working days of their discovery. The date of receipt of the notification of defects by us is decisive. Otherwise the goods shall be deemed approved. In this case, we shall only provide warranty (subsequent performance) if the defect has been fraudulently concealed by us or if we have assumed a guarantee for the quality or suitability of the goods.
7.2 In case of timely and justified notice of defects, we shall provide subsequent performance: At our discretion, we shall either take back the defective goods and deliver flawless goods (replacement delivery) or we shall remedy the defect (repair). If the purchase price is already due at the time of receipt of the notification of defects, we are only obliged to supplementary performance if the customer has paid that part of the purchase price which corresponds to the value of the goods in defective condition.
If there is a claim for subsequent performance (rectification of defects or replacement delivery) because a defect becomes apparent after installation despite prior examination and immediate notification of defects, the customer may remove the goods at our expense and, after rectification of defects or replacement delivery, reinstall the goods at our expense. The reimbursement of costs is limited to necessary expenses. A right of advance payment by the customer for the dismantling and installation costs is excluded. If the costs of subsequent performance, including the installation and removal costs claimed by the customer, are disproportionate – in particular in relation to the purchase price of the goods in a flawless condition and taking into account the significance of the lack of conformity – we are entitled to refuse subsequent performance and the reimbursement of the expenses incurred in this respect.
If the subsequent delivery fails, the customer can choose to reduce the purchase price or withdraw from the contract. Subject to the provision of the following § 8, further claims of the customer, regardless of the legal basis, are excluded.
7.3 There is no right of withdrawal in the case of a defect that only insignificantly reduces the value or suitability of the goods.
7.4 If materials or substances are provided by the customer for the execution of the order, we are not obliged to inspect them; we do not provide any warranty for defects of the goods which are based on defects of provided materials or substances.
7.5 By accepting the delivery of the respective carrier without hesitation, our liability for improper packaging or loading is excluded. In the event of externally visible damage to the packaging, the purchaser must immediately check and record the contents in the presence of the deliverer so that any insurance cover is maintained. Insofar as EAN coding is used, we shall pay attention to readability. However, we do not assume any liability for the legibility.
7.6 Claims based on defective performance shall become statute-barred one year after the transfer of risk. This period shall not apply to claims for damages by the customer arising from injury to life, body or health or from intentional or grossly negligent breaches of duty on our part or on the part of our vicarious agents, which shall be time-barred in accordance with the statutory provisions.
8. Compensation for damages and expenses
8.1 We are liable – regardless of the legal basis – for intent and gross negligence. We shall also be liable in the event of simple negligence, if this involves damages resulting from the breach of a material contractual obligation. Material contractual obligations are those obligations whose fulfilment is essential for the proper execution of the contract and on whose fulfilment the customer regularly relies and may rely; in this case, however, our liability is limited to compensation for foreseeable, typically occurring damage.
Damages resulting from injury to life, body and health.
8.2 Excluded from the limitation of liability in accordance with the above paragraph 1 are cases of possible liability in accordance with the Product Liability Act and cases in which we have fraudulently concealed a defect or assumed a guarantee for the quality.
9. Retention of title
9.1 All our deliveries are without exception subject to reservation of title. Ownership of the goods delivered by us (hereinafter referred to as "reserved goods") shall not pass to the customer until he has fulfilled all his obligations arising from the business relationship and all obligations under bill of exchange and cheque law entered into by us at the instigation of the customer have been settled. The reservation of title shall also remain in force if individual claims on our part are included in a current account and the balance is drawn and acknowledged.
9.2 The customer is obliged to treat reserved goods with care; in particular, he is obliged to insure them at his own expense against fire, water and theft damage at replacement value. If maintenance and inspection work is necessary, the customer shall carry it out in good time at his own expense.
9.3 The customer may only combine or mix goods subject to retention of title with other items, process or sell them in the normal course of business. In particular, he may not pledge such goods or assign them by way of security.
9.4 The processing or alteration of the reserved goods by the customer is always carried out for us, without any liabilities arising for us. If goods subject to retention of title are inseparably mixed or blended with other items – including goods subject to retention of title from other suppliers – or are combined with another item (main item) in such a way that they become its essential component, it is agreed that co-ownership of the entire quantity or the main item shall be transferred to us in the ratio of the invoice value of the goods subject to retention of title to the value of the other items or the main item at the time of mixing or blending. The customer shall store the entire quantity or the main item for us free of charge with due diligence.
9.5 The customer hereby assigns to us in advance all claims arising from a resale of the reserved goods with all ancillary and security rights including bills of exchange and cheques plus a flat rate surcharge of 15% for interest and costs to secure all claims against the customer arising from the business relationship. We accept this assignment already now. If the reserved goods are sold together with other items at a total price, the assignment shall be limited to the proportionate amount of our invoice for the reserved goods also sold. If goods are sold in which we have a co-ownership share according to the above provision, the assignment shall be limited to that part of the claim which corresponds to our co-ownership share. The customer may not agree a prohibition of assignment with his contractual partner and may only deliver under reservation of title; on request, he must name his contractual partners and provide or hand over the information and documents required to pursue our rights. Notwithstanding our right to collect the assigned claim ourselves, the customer shall be authorised to collect the claim; we ourselves shall only collect the claim if the customer is in default of payment or if his assets are in a state of financial collapse (application to open insolvency proceedings, suspension of payments).
9.6 The customer must inform us immediately of any seizures and other access to reserved goods, if necessary by sending us a copy of the seizure protocol.
9.7 If the value of our securities exceeds the total amount of our claims (including contingent claims under the law on bills of exchange or cheques) by more than 10%, then we shall release securities of our choice at the request of the customer.
10. Laws, regulations, compliance, confidentiality
10.1 We attach great importance to the fact that the delivery item (including packaging) at the time of delivery complies with the applicable statutory provisions and the relevant regulations and guidelines of authorities and professional associations. It is also important to us that the delivery item does not cause any harmful environmental effects or other dangers, considerable disadvantages or considerable nuisance for the environment and/or the customer, if necessary with regard to substances or preparations which are the subject of the respectively valid legal provisions on hazardous working materials, is properly labelled and that the EC safety data sheet to be provided, if applicable, is complete and correct. We warrant that the delivery item complies with the regulations on CE marking and that a corresponding declaration of conformity is provided.
10.2 The customer must comply with all relevant export control, customs and foreign trade regulations. In particular, the customer is obliged to inform himself about any applicable licence regulations or restrictions of the deliveries according to German, European, US-American or other relevant export control laws and customs regulations as well as the export control laws and customs regulations of the country in which the customer has his place of business. The customer is further obliged to observe all German, EU, US American or other trade restrictions and embargos concerning his business operations with us when carrying out collection or dispatch of the delivery items.
10.3 The customer undertakes to comply with the respective statutory regulations on the treatment of employees, environmental protection and occupational safety. Furthermore, the customer will observe the principles of the UN Global Compact Initiative. These principles concern in particular the protection of international human rights, the right to collective bargaining, the elimination of forced and child labour, the elimination of discrimination in respect of recruitment and employment, environmental responsibility and the prevention of corruption. The customer shall undertake to ensure that he is not complicit in the violation of human rights. The customer shall undertake to impose corresponding obligations on his customers.
10.4 The customer shall undertake to respect and comply with all legal regulations in an appropriate manner. In particular, he will comply with all applicable competition laws and regulations and will not impair free and fair competition. The customer does not take part in any supplier, cartel or other agreements that are intended to restrict fair competition. The customer shall also comply with applicable corruption laws and regulations and international standards for fighting corruption. The customer shall undertake to refrain from any association with criminal organisations and other groups that pose a threat to public order or security. The customer shall undertake to impose corresponding obligations on his customers.
10.5 The customer must treat all commercial and technical details in connection with the contract and its implementation – in particular documents of all kinds which we provide to the customer for the purpose of placing an order or implementing the contract, including in electronic form – as business secrets. He shall be obliged to maintain secrecy even after the contract has been executed and shall only be entitled to reproduce such documents within the scope of operational requirements and copyright provisions.
Disclosure to third parties may only be made with our express written consent. The customer is obliged to obligate his customers accordingly.
11. Place of performance, place of jurisdiction, miscellaneous
11.1 Unless otherwise agreed in writing, the place of performance for all obligations arising from the contractual relationship, including the payment obligation, is our registered office.
11.2 Place of jurisdiction is Baden-Baden. However, we can also bring legal action against the customer at his place of business.
11.3 The contractual language is German. If the contractual partners use multilingual documents with additional languages, the German wording shall have priority.
11.4 The law of the Federal Republic of Germany applies, excluding the UN Convention on Contracts for the International Sale of Goods of 11 April 1980 (CISG).
11.5 Should individual parts of these conditions be or become invalid, the validity of the remaining provisions shall not be affected thereby. The same applies in the event of a loophole. In order to fill a loophole, those effective regulations shall be deemed agreed upon which the contractual partners would have agreed upon according to the economic purpose of these terms and conditions if they had recognised the loophole.
General Terms & Conditions of Purchase of Lehnhoff Hartstahl GmbH
1.1 These Terms & Conditions apply to all purchase transactions, purchase and works delivery contracts and service contracts the subject of which is the processing or transformation of items supplied by us, insofar as the supplier is an entrepreneur, a legal entity under public law or a special fund under public law (Section 310 I of the German Civil Code (BGB)).
1.2 Our Terms & Conditions of Purchase apply exclusively, including if, in the knowledge of conflicting or deviating conditions, we accept delivery without reservation; such conflicting or deviating conditions are binding on us only if we have expressly agreed to their application in writing.
1.3 Our Terms & Conditions of Purchase also apply to all future transactions between us and the supplier. Changes to our Terms & Conditions of Purchase apply from the point at which the supplier is notified of them onwards, unless the latter objects to them in writing within one month of notification of said changes.
2. Conclusion of contract
2.1 All orders, additions, changes and declarations of acceptance require written form to take effect. Verbal agreements of any sort require express written confirmation from us to take effect. The requirement of written form is deemed to have been met if the communication concerned, i.e. orders and order confirmations in particular, is sent by fax, electronic data transmission (e.g. EDI), SAP order or e-mail.
2.2 Our order may be revoked at any time until it is accepted. The supplier shall reject or confirm our order within five working days of receipt of the order. If the supplier does not reject the order within five working days, the order is deemed to have been confirmed and accepted. Any order that the supplier fulfils either in whole or in part is also deemed to have been accepted.
2.3 The quantities specified in a delivery forecast are non-binding and do not constitute a binding promise on our part to purchase those quantities, unless expressly agreed otherwise.
2.4 We may demand changes to the delivered item in terms of its construction and design at any time, including after conclusion of contract. The supplier is obliged to make such changes promptly, provided that the change is reasonable for it to undertake. If the change leads to additional or reduced costs or if an adjustment to the delivery dates is necessary, the supplier shall also provide prompt notification of this. In this case, the contracting partners shall reach an appropriate mutual agreement.
3. Price, payment conditions
3.1 The agreed prices are fixed prices. Unless an alternative written agreement is made, they include delivery free of charge and the costs of packaging.
3.2 Payment periods shall not commence before receipt of the delivery and proper invoicing for the delivery (see Section 4.2) nor before the agreed delivery date. They are 14 days with a 3% discount or 30 days without discount.
3.3 Our payments shall be made only to the supplier; assignment of the payment claim and authorisation of third parties to collect a payment are excluded.
4. Delivery, shipping, force majeure
4.1 Unless agreed otherwise in writing, all deliveries shall be made on the basis of Incoterms “DDP”; the version of Incoterms in force at the time of the respective delivery is definitive. In any case, the supplier shall take out adequate transport insurance and demonstrate this to us on demand. If payment of transport costs is agreed, we shall determine the freight forwarder and type of transport. If we pay packaging costs, the cost prices shall be charged; reusable packaging shall be credited in the full amount if it is returned to the supplier carriage free.
4.2 All shipping documents, delivery notes and invoices must include our order details (date, order number, item number) in addition to the standard information. The customs declaration of origin shall be included with the first delivery without specific request.
4.3 Delivery dates are binding. Delivery dates specified by us shall run from the date of our order. The supplier is obliged to notify us promptly in writing as soon as circumstances come about or are evident that could affect timely delivery.
4.4 The supplier is obliged to pack the deliveries for transport and storage in such a way that delivery in good condition is guaranteed.
4.5 The supplier may have recourse to the absence of essential documentation or information to be provided by us only if it has requested provision of the documents by us in writing and has not received them within an appropriate period.
4.6 The supplier shall notify us promptly of force majeure and other hindrances to performance on its part for which it is not responsible. For such hindrances to performance, the delivery period shall be extended by the time between receipt of the notification and the end of the hindrance to performance. If, however, the delivery is no longer commercially usable for us because of the delay, we may withdraw from the contract.
4.7 We may refuse early deliveries or store them at the cost and risk of the supplier. Part deliveries are permissible only with our express consent.
4.8 On accepting delivery, we shall be granted a right of use to the software included in the scope of delivery which is unlimited in time and place. This right of use includes, in particular, duplication, loading and operation of the software. The right of use also includes the right to sub-license, lease and pass on the software in any form to companies affiliated with us within the meaning of Sections 15 ff. of the German Stock Corporation Act.
5. Risk, transfer of title, default
5.1 The supplier shall bear the risk of accidental destruction or accidental deterioration in the goods up to their acceptance by us or our agent at the location to which the goods are to be delivered in accordance with the order.
5.2 Title to the goods shall be transferred to us at the latest on payment.
5.3 If the supplier does not make the delivery at the time specified on the order, we are entitled – notwithstanding other rights – to demand payment for each working day of default on delivery of a contractual penalty in the amount of 0.3% of the net invoice value of the delivery that is in default, but up to a maximum total of 5% of the net invoice value of the delivery that is in default, unless the supplier is not responsible for the default. We reserve the statutory rights and claims in the event of default, in particularly the right to claim higher damages for default. Contractual penalties paid shall be offset against any further compensation claim. The contractual penalty may also be claimed by us if a corresponding reservation is not made by us on acceptance of the deliveries.
6. Subcontractors, procurement source, quality assurance, incoming goods control
6.1 The involvement of third parties as subcontractors is permissible only with our prior written consent. A third party involved by the supplier is generally deemed to be its vicarious agent, including if we have agreed to their involvement.
6.2 If the supplier has notified us of a material procurement source on or after conclusion of contract, it must inform us of any intended change at an early stage, specifying the new procurement source. We are entitled to express reservations about the new procurement source and, at our discretion, to require appropriate evidence of the suitability of the new procurement source to be provided free of charge. Notwithstanding the above, the supplier has unlimited responsibility for its choice.
6.3 The supplier shall carry out quality assurance that is appropriate in terms of type and scope and is in accordance with the latest technology, and provide us with evidence of this on request. Insofar as we consider it necessary, the supplier shall conclude a corresponding quality assurance agreement or comparable agreement with us.
6.4 The supplier shall retain all documents relating to the goods, in particular quality data/records, test certificates, analyses, process data and all information required to track the process, for a period of at least 15 years from delivery to us and provide them to us on demand for inspection.
6.5 We shall inspect the deliveries on receipt for obvious damage only, in particular for transport damage and deviations in relation to the type and quantities of goods delivered as specified by the supplier, unless an alternative agreement has been made with the supplier in a quality assurance agreement. We shall lodge a complaint about identified defects within ten working days of their discovery. To this extent, the supplier shall refrain from using the objection of late or delayed complaint.
7. Proprietary rights of third parties
The supplier guarantees that the delivered item is free of any third-party rights – in particular proprietary rights – and does not breach any patents or other proprietary rights of third parties (including pending registrations of proprietary rights) or that the supplier is authorised to use corresponding third-party proprietary rights; it shall notify us of the latter proprietary rights on demand. In the case of use of the proprietary rights of third parties, the supplier shall ensure that the use of the delivered item is permitted in all countries in which corresponding proprietary rights exist. Notwithstanding our further claims to indemnification and compensation, we may be entitled to acquire usage rights to the delivered item for such proprietary rights at the cost of the supplier. Our claims arising from such legal defects shall expire 36 months from transfer of risk.
8. Warranty for defects
8.1. The supplier guarantees that the goods supplied by it correspond to the agreed specification, are of the standard market quality and are otherwise free from defects. Insofar as the supplier is responsible for the design, it shall also guarantee that the design is free from errors and that the goods supplied are suitable for the specific purpose for which they were purchased.
8.2 Statutory warranty rights are available to us without restriction. We are entitled, at our discretion, to demand rectification of the defect, delivery of a fault-free item or compensation.
8.3 Compliance with test regulations and any approvals by us and/or our customers does not release the supplier from its obligation to deliver defect-free goods.
8.4 If, on request by us to rectify a defect, the supplier does not promptly commence with rectification of the defect, we have the right in urgent cases, in particular to prevent acute dangers or avoid greater damage, to carry it out ourselves or to arrange for a third party to do so, at the cost of the supplier.
8.5 Claims for defects shall expire 36 months from transfer of risk.
8.6. If goods of the same sort are delivered repeatedly with defects and after written notification another defective delivery is made, we are entitled to withdraw from the respective contract for further outstanding deliveries and to demand compensation.
8.7 If we take back the delivered item or products made by us using the delivered item as a result of a defect in the delivered item on transfer of risk to our customer or if our price for it is reduced for this reason, we may demand reimbursement of the expenses we have incurred in relation to our customer from the supplier. No period of grace of the sort otherwise required may be needed to assert our claim for reimbursement. The claim for reimbursement shall expire at the earliest two months from the time at which we fulfil the claims of our customer, at the latest 36 months from transfer of risk.
8.8 In the case of series faults (frequency of faults that is significantly above the specified or normally expected frequency rate for faults), we are entitled to demand replacement delivery of all delivered items in the series concerned free of charge, irrespective of whether the defect has already become apparent in every individual part of that series. In addition, the supplier shall reimburse all additional costs and expenses that are incurred by us as a result or because of the series fault (e.g. costs and expenses for incoming goods controls, logistics, etc.). This is without prejudice to further claims by us.
8.9 If a material defect becomes apparent within six months from transfer of risk, it shall be assumed that the item was already defective on transfer of risk unless this assumption is incompatible with the type of the item or defect. The supplier has the right to prove that the item was not defective from the start.
9. Offsetting and retention rights
Offsetting by the supplier is permitted only against uncontested or legally established counter-claims. A right of retention exists only on the basis of uncontested or legally established counter-claims of the supplier that result from the same contractual relationship. Offsetting and retention rights are available to us to the full statutory extent.
10. Liability, product liability, recall
10.1 The supplier is liable in accordance with the statutory regulations, unless specified otherwise in these Terms & Conditions of Purchase.
10.2 If action is taken against us on the basis of product liability, the supplier is obliged to indemnify us against such claims, if and insofar as the damage was caused by a fault in the goods delivered by the supplier.
10.3 If action is taken against us on the grounds of breach of official safety regulations or domestic or foreign product liability regulations or laws because of a defect in the product that can be traced back to the supplier’s goods, we are entitled to demand compensation for this damage from the supplier insofar as it is caused by the goods delivered by it.
10.4 The supplier is liable for measures to avert risk or damage (e.g. recall actions, customer service measures or other measures in the field) instigated by us, by our customers or by other third parties insofar as those measures are the result of a defect in the goods delivered by the supplier or another breach of obligation by the supplier. The supplier shall take part in voluntary customer service measures and other measures in the field instigated by us, by our customers or by other third parties as appropriate and in good faith.
11. Documents, tools, supplies provided
11.1 Documents of all sorts that we provide to the supplier for drawing up offers or executing a contract, such as patterns, drawings and the like – including in electronic form – shall remain our property; they may not be used for purposes other than the contractual ones, duplicated or made available to third parties. The supplier shall return such documents or delete them from data processing programs without specific request to do so when they are no longer required to fulfil the contract.
11.2 Production aids that the supplier has manufactured in accordance with our documents and information, such as dies, gauges, models, patterns, tools, moulds, welding templates, DP programs, may be used only in the context of the specific contract and not for its own purposes; they may not be offered or made accessible to third parties.
11.3 Insofar as we accept the costs of tools or models in accordance with the contract, it is hereby agreed that those tools and models shall become our property when they are finished – at the latest when they are used for the first time for production purposes – and shall be kept for us by the supplier free of charge.
11.4 Tools, models and other items provided by us shall remain our property. Items provided that are to be processed or transformed in accordance with the agreement are deemed to be processed or transformed for us. If such items provided are processed, combined or mixed with other items that do not belong to us, we shall acquire co-ownership of the new item in the proportion of the value of our item to the other items at the time of processing, combination or mixing. If processing, combination or mixing is carried out in such a way that the supplier’s item is regarded as the main item, it is agreed that the latter shall transfer proportionate co-ownership to us. If we refuse to accept the delivered item because of delayed or defective delivery, this is without prejudice to our ownership rights.
11.5 The costs for appropriate insurance of the tools, models and other items which, in accordance with the above paragraphs, are or become our property – including: co-owned property – against fire, water and storm damage, theft and vandalism are included in the price, unless agreed otherwise. The supplier is obliged to take out appropriate insurance and hereby undertakes to assign its compensation claims under these insurance policies irrevocably to us.
12. Spare parts, insurance
12.1 The supplier shall ensure provision of spare parts for production materials to meet our needs during series delivery and for five years after the end of series delivery. In good time before the expiry of this five-year period, the supplier shall draw our attention to its forthcoming expiry and, at its corresponding request, provided a summary covering the remaining spare parts requirements.
12.2 The supplier is obliged to ensure appropriate insurance cover (in particular liability insurance cover including disassembly and installation costs) for its obligations and demonstrate this to us at any time on demand.
13. Laws, regulations
13.1 The supplier guarantees that the delivered item (including packaging) meets the statutory provisions and relevant regulations and guidelines of the authorities and professional associations at the place of performance at the time of delivery. It guarantees, in particular, that the delivered item does not cause any harmful effects on the environment or other hazards, significant disadvantages or significant disruption to the environment and/or our workforce, if appropriate in respect of materials or preparations that are covered by applicable legal regulations on hazardous working materials, is properly labelled and that any EC safety datasheets to be provided are complete and correct. The supplier further guarantees that the delivered item complies with the regulations for CE marking. The supplier shall provide us with a corresponding declaration of conformity without being prompted to do so.
13.2 If the supplier has concerns about the type of design required by us, the supplier shall notify us of them promptly in writing.
14. Export control, customs, embargos, REACH, RoHS
14.1 The supplier shall comply with all relevant export control, customs and foreign trade regulations.
14.2 The supplier is obliged to inform us in its business documents of any applicable licensing provisions or restrictions for deliveries under German, European, US or other relevant export control laws and customs regulations as well as the export control laws and customs regulations of the country in which the supplier has its registered office, and to provide us in good time before the first delivery on the basis of each order with the following information for deliveries that require approval:
- Material number
- Parts, product, service, goods designation
- All applicable export list numbers, including the Export Control Classification Number in accordance with the US Commerce Control List (ECCN)
- Country of origin of the deliveries (non-preferential origin) and – on demand by us – a declaration from the supplier about the preferential origin (in the case of European suppliers) or preference certificates (for non-European suppliers)
- Statistical goods numbers in accordance with the current goods classification for foreign trade statistics and the harmonised system for designation and coding of goods (HS).
- A contact person in its organisation who can provide support with questions and investigations.
14.3 The supplier is obliged in executing any orders to comply with all German, EU, US and other trade restrictions and embargos that relate to its business operations with us; the supplier shall also ensure that all its subcontractors and suppliers fulfil this obligation properly.
14.4 If the supplier delivers products, parts or goods, the ingredients of which are included on the “List of declarable substances” at the time of placing the order or are subject to statutory ingredient restrictions and/or information obligations (e.g. REACH, RoHS), the supplier shall notify us of those ingredients in writing at the latest at the time of the first delivery.
15.1 The supplier undertakes to observe the relevant statutory regulations concerning treatment of employees, environmental protection and occupational safety. The supplier shall also observe the principles of the Global Compact Initiative of the UN. Those principles relate, in particular, to the protection of international human rights, the right to negotiate tariffs, the abolition of slavery and child labour, the eradication of discrimination in appointment and employment, responsibility for the environment and the prevention of corruption. The supplier undertakes to ensure that it is not involved in breaching human rights. Further information about the Global Compact Initiative of the UN is available at www.unglobalcompact.org. The supplier undertakes to place its suppliers and subcontractors under corresponding obligations.
15.2 The supplier undertakes to respect and comply with all statutory regulations as appropriate. In particular, it shall comply with all applicable competition laws and provisions and not impair free and fair competition. The supplier shall not participate in bidder, cartel or other agreements that are intended to restrict fair competition. The supplier shall also comply with the applicable corruption laws and regulations and the international standards on fighting corruption. The supplier undertakes to avoid any connection with criminal organisations and other groups that constitutes a threat to public order or safety. The supplier undertakes to place its suppliers and subcontractors under corresponding obligations.
15.3 We are entitled to carry out a comprehensive audit on the supplier’s premises with appropriate prior notice at any time during normal business hours. The supplier shall grant us access to the production facilities and other premises, to provide relevant and appropriately requested documents and information and give us access to relevant persons. The supplier is not released from its obligations by an audit in any way.
16.1 The supplier shall treat all commercial and technical details connected with the contract and its execution – in particular, documents of all types that we provide to the supplier for issuing quotations or executing the contract, including in electronic form – as business secrets. It is also obliged to maintain confidentiality after the contract has been processed and is entitled to duplicate such documents only within the framework of operational requirements and copyright provisions. They may be disclosed to third parties only with our express written consent.
16.2 The supplier is obliged to place its suppliers or subcontractors under corresponding obligations.
17. Concluding provisions
17.1 Should individual parts of these Terms & Conditions of Purchase be or become invalid, the validity of the remaining provisions shall not be affected. The same applies to a loophole in the provisions. In order to close a loophole in the provisions, valid provisions shall be deemed to be agreed that the contracting partners would have agreed in accordance with the economic purpose of these Terms & Conditions of Purchase if they had recognised the loophole.
17.2 Unless agreed otherwise in writing, the place of performance for the delivery obligations is the shipping address or the place of use requested by us. The place of performance for payments is our registered office.
17.3 The contractual language is German. If the contracting partners use multilingual documents in other languages, the German version shall take precedence.
17.4 The place of jurisdiction is Baden-Baden. We may, however, also take action against the supplier at the location of its registered office.
17.5 The law of the Federal Republic of Germany applies.
Lehnhoff Hartstahl GmbH
Legal form: GmbH, Registered office: Baden-Baden
Court of registration: Mannheim HRB 723626
Managing director: Michael Koenig (CEO)
VAT reg. no.: DE303938224