Unless otherwise agreed in writing, the following conditions apply to our orders. Deviating terms and conditions of the supplier are only valid if expressly acknowledged by us; they do not form part of the contract, even if mentioned in the order confirmation, without our express written acknowledgment. The same applies if we accept the ordered goods in whole or in part or make payments; the execution of the order by the supplier is considered – even without written confirmation – as an acknowledgment of our following conditions. These conditions also apply to all future business with the supplier.

I. Offers

Offers must be submitted free of charge and are binding.

II. Orders, Conclusion of Contract

1. Orders and other declarations are only binding if issued or confirmed by us in writing.

2. The supplier must confirm our order in writing within 10 days. A confirmation received after this period is considered a new binding offer.

III. Prices

1. Prices are fixed prices, unless a price escalation clause or a price reservation has been expressly confirmed by us. An order may only be executed at prices higher than those specified by us with our written consent.

2. Should daily delivery prices be agreed upon, the price valid on the day of material receipt shall apply.

3. Prices are understood to be ex works Gosheim, including packaging and freight costs. If deviations are agreed upon, we will only bear the most economical freight costs. All costs incurred up to the handover to the carrier, including loading and cartage, shall be borne by the supplier.

We reserve the right to accept or reject over- or under-deliveries.

IV. Invoice and Payment

1. Invoices are not to be enclosed with the shipment but must be submitted separately after delivery for each order, showing the value-added tax and stating our order number and order date.

2. Payments shall be made using payment methods of our choice – checks and bills of exchange are also permissible – within 14 days with a 3% cash discount or net within 30 days.

3. Payment periods generally commence from the day the invoice is received by us, but not before the goods have been received by us or the services have been rendered.

4. We reject payment arrangements by cash on delivery.

5. Our payments are always made subject to correction, should complaints arise subsequently. In the event of a defect subject to warranty, we are entitled to completely refuse payment until the defect has been properly remedied.

V. Assignment, Set-off

1. The supplier is not entitled to assign his claims against us or to have them collected by third parties without our prior written consent, which may not be unreasonably withheld. In the case of an extended retention of title, our consent is deemed to have been granted.

If the supplier assigns his monetary claim against us contrary to sentence 1 without our consent to a third party, the assignment is nevertheless effective. However, we may, at our discretion, make payment with discharging effect to the supplier or the third party.

2. The supplier is only entitled to set off claims acknowledged by us or legally established, or to assert a right of retention for such claims.

VI. Subject of Delivery

1. Our order alone is decisive for the content, type, and scope of the delivery and service. We are entitled to demand changes in the manner of execution at any time, as well as corrections of obvious typing or calculation errors and other mistakes.

2. The drawings, descriptions, etc. belonging to the order are binding for the supplier. However, the supplier must check them for any discrepancies and immediately inform us in writing of any errors discovered or suspected. The supplier remains solely responsible for drawings, plans, and calculations prepared by him, even if these are approved by us.

3. Unless further requirements are specified in the order, the delivered items must be of commercial quality and, where DIN, VDE, VDI, or equivalent standards exist, must be supplied in accordance with these. The delivered items must be manufactured and equipped in such a way that they comply with the safety regulations valid on the day of delivery, in particular accident prevention regulations, and correspond to ergonomic findings.

4. For complete fulfillment of the contract, comprehensive documentation according to CE standard must be enclosed with the delivered item (as an essential component). If the country of origin of the delivered item is not Germany, a certificate of origin is required.

5. If weight determination is required, the incoming weights determined by us shall apply. If weighing is not possible at our premises, the net weights proven on the freight bill for rail transport or determined by a public weighbridge for truck deliveries shall apply.

VII. Provided Items, Production Tools

1. Items provided by us are to be processed and worked on as intended on our behalf and remain our property at every stage of processing and manufacturing. When processed with other items not belonging to us, we shall have co-ownership of the newly manufactured items in proportion to the ratio of the value of our provided items to the sum of all items used in the manufacturing, including the supplier’s expenses for their processing. In this respect, the supplier shall also store the items for us free of charge. The same applies if our ownership should cease due to mixing or commingling.

We must be informed immediately of any legal or factual impairment of provided items.

2. The supplier is liable for the loss of or damage to provided items. In the event of accidental loss or accidental damage to provided items, he has no claim for reimbursement of his expenses for the processing or working of these items.

3. Production tools, such as models, samples, tools, gauges, molds, fixtures, drawings, and the like, which are provided to the supplier by us or manufactured by the supplier or by third parties for him according to our specifications, may not be sold, pledged, or otherwise passed on to third parties, nor used or copied in any way for third parties, without our written consent. The same applies to items manufactured with the aid of these production tools; they may only be supplied to us, unless we agree in writing to another use. After completion of the order, the production tools must be returned to us immediately in proper condition.

4. Tools, molds, fixtures, templates, films, clichés, drawings, engravings, models, samples, etc. provided or ordered by us remain our property or become our property upon acquisition or manufacture; delivery is replaced by the supplier storing the items for us. The items must be marked as our property, comprehensively maintained and repaired, and adequately insured. Section 690 of the German Civil Code (BGB) does not apply here.

With ownership, we also have the right to make the items available to third parties for manufacturing. This applies in particular if the supplier encounters manufacturing difficulties. Should we request the supplier to return the items, he must comply with our request immediately and without any right of retention. Notwithstanding this, we are prepared to leave the items in the supplier’s possession as long as deliveries are made in accordance with the order, particularly on schedule and at competitive prices.

5. If the supplier violates the provisions of paragraphs 3 and 4, we are entitled, without prejudice to further rights, to withdraw from the contract in whole or in part, to demand damages instead of performance, or reimbursement of futile expenses.

VIII. Withdrawal

1. We are entitled to withdraw from the contract, in whole or in part, without compensation if the supplier’s creditworthiness or ability to deliver deteriorates to such an extent that, in our opinion, fulfillment of the contract is jeopardized, the supplier ceases payments, insolvency proceedings are initiated over his assets, or the opening of insolvency proceedings is rejected due to insufficient assets.

2. If, due to circumstances for which we are not responsible – in particular force majeure – the fulfillment of our contractual obligations becomes impossible or significantly more difficult, we may cancel the contract in whole or in part or demand execution at a later date, without the supplier being entitled to any claims against us arising therefrom.

IX. Delivery Date

1. Agreed delivery dates or periods are binding. Delivery periods commence on the order date.

2. The day of delivery is considered to be the day on which the ordered item and the shipping documents have arrived at the receiving point specified by us or the service has been rendered there.

3. If an exceeding of the delivery date or period becomes apparent, the supplier must immediately inform us in writing of the reason and the expected duration.

4. Exceeding the delivery date or period triggers the statutory consequences of default, unless the exceeding is demonstrably due to force majeure, circumstances within the supplier’s sphere, or blameless labor disputes. In this case, the supplier is particularly obliged to compensate for the damage caused by the delay. Acceptance of delayed deliveries does not constitute a waiver of claims for damages against the supplier.

If the delivery date or period is exceeded, we are entitled to withdraw from the contract after setting a reasonable deadline. In addition to withdrawal, we are entitled to demand damages instead of performance or reimbursement of futile expenses, unless the supplier is not responsible for the exceeding.

X. Packaging, Shipping, Acceptance

1. Insofar as packaging of the delivered item is necessary or customary, the supplier must ensure adequate packaging at his own expense.

2. Packaging material will only be paid for by us in addition to the agreed price for the delivery if remuneration for it has been expressly agreed upon. We reserve the right to return valuable packaging material used for shipping to the supplier’s address, with a charge-back of the full rental costs or the value of the packaging.

3. Shipments must be made to the receiving point specified by us. Deliveries for which we are to bear freight costs in whole or in part must be transported by the cheapest shipping method and at the most favorable freight rates for us.

4. For deliveries with assembly or installation, the risk passes to us upon acceptance; for other deliveries, it passes upon the arrival of the delivered item at the specified receiving point. Until then, delivery and shipping are at the supplier’s risk, unless we are in default of acceptance.

5. Costs for transport or breakage insurance will only be borne by us after prior written agreement.

6. Shipping notifications must be submitted immediately upon dispatch of each individual delivery. A delivery note must be enclosed with each shipment. Our order numbers must be stated in the shipping documents.

7. If proper shipping documents are not available to us upon receipt of the delivered item, or if our order numbers are not correctly stated in the shipping documents, all additional costs incurred thereby shall be borne by the supplier; in such cases, we are also entitled to refuse acceptance of the delivery at the supplier’s expense.

8. We may further refuse to accept the delivered item if an event of force majeure or other circumstances beyond our control, including labor disputes, make acceptance impossible or unreasonable for us. In such a case, the supplier must store the delivered item at his own expense and risk.

9. In the cases of paragraphs 7 and 8, we shall not be in default of acceptance.

10. If deliveries not accepted by us or faulty goods are returned, the return transport shall be at the supplier’s risk. The equivalent value of the return shipment will be charged to the supplier.

XI. Warranty

1. The supplier’s warranty obligations are governed by statutory provisions, unless otherwise stipulated below. We are entitled, at our discretion, to demand rectification of the defect or delivery of a defect-free item. In urgent cases, we are immediately entitled to remedy the defect ourselves at the supplier’s expense or to have it carried out by a third party or to procure a replacement otherwise. If the supplier defaults on his warranty obligations, we are entitled to withdraw from the contract.

2. Replacement delivery must be free of freight and packaging costs. Returns of unusable goods are free of freight and packaging costs for us. All costs arising from the rectification of defects shall be borne by the supplier; this includes, in particular, the costs for the removal of already installed and/or further processed goods as well as the installation of the newly delivered goods.

3. Unless otherwise agreed, the warranty period is 2 years. It is extended by the period during which the subject of performance cannot be used due to the existence of defects. In the case of a replacement delivery, a new 2-year period begins.

4. Defects that only become apparent during the processing or use of the delivered goods can still be reported by us immediately after their discovery. The supplier waives the objection of delayed notification of defects in this respect. Our payments do not constitute unconditional acceptance of the goods.

5. If, as a result of faulty delivery, a comprehensive inspection exceeding the usual scope of incoming goods inspection becomes necessary, the supplier shall bear the costs for this. In urgent cases, we are entitled to remedy the identified defects ourselves at the supplier’s expense.

XII. Production Inspections, Technical Acceptance

1. We reserve the right to inspect the quality of the materials used, dimensional and quantity accuracy, and other quality aspects of the manufactured parts, as well as compliance with other order specifications, at the supplier’s plant and his sub-suppliers’ plants during production and before delivery.

2. If we have reserved the right to conduct a technical acceptance of the completed delivered item at the supplier’s plant by us or a third party commissioned by us, we or the commissioned third party must be notified in writing of the readiness for acceptance 14 days before readiness for dispatch. The actual acceptance costs shall be borne by the supplier.

3. Production inspections and/or technical acceptance do not relieve the supplier of his fulfillment and/or warranty obligations.

XIII. Product Liability

1. If damage is caused by a defect in a product supplied by the supplier, he is obliged to indemnify us against third-party claims for damages upon first request.

2. In this context, the supplier is also obliged to reimburse any expenses arising from or in connection with a recall action carried out by us. We will inform the supplier – as far as possible and reasonable – about the content and scope of the recall measures to be carried out and give him an opportunity to comment.

3. The supplier undertakes to maintain product liability insurance with a coverage amount of EUR 5 million per personal injury/property damage – lump sum – and to keep it in force during the existence of the contractual relationship with us, and to provide written proof of its existence upon request at any time; if we are entitled to further claims for damages, these remain unaffected.

XIV. Intellectual Property Rights

The supplier warrants that the delivery and use of the ordered goods do not infringe any patents or intellectual property rights of third parties. He shall fully indemnify us against any claims by the intellectual property rights holder upon first request and is obliged to provide us with all assistance in defending against third-party claims and to bear all costs of defense. This also applies to deliveries from third parties to the supplier, which he passes on to us.

XV. General Provisions

The laws of the Federal Republic of Germany shall apply exclusively to all legal relations between us and the supplier. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is excluded.

The place of performance and jurisdiction – provided the supplier is a merchant – is Gosheim. We are also entitled to sue the supplier at his general place of jurisdiction.

Should individual provisions of these terms and conditions or the delivery contract be or become invalid, this shall not affect the validity of the remaining provisions. The invalid provisions shall be reinterpreted in such a way that the legal and economic purpose intended with them is achieved. The same applies if a contractual gap requiring supplementation becomes apparent during the execution of the contract. The contracting parties undertake to supplement the invalid provisions immediately with legally effective agreements or to close the contractual gap.

Laudenbach Formtechnik GmbH