General terms of purchase

Leipold Group*: General terms of purchase

1.    Validity

1.1 The following terms of purchase exclusively apply for all transactions, orders and formal agreements contracted with us – hereafter referred to as “the order” – regarding the purchase of goods and of in-house or other services – hereafter referred to as “supplies”. We expressly reject any of our suppliers’ terms which might deviate from or be added to our terms of purchase. We are not contractually bound by them. Moreover, our terms of purchase exclusively apply if, in individual cases, we fail to reject the inclusion of our suppliers’ terms or accept our suppliers’ delivery while being cognisant of contradictory or supplementary supplier terms of purchase.

1.2 These terms of purchase also apply to all future transactions with the supplier, even if they have not yet been expressly concluded.

1.3 Should a provision of these terms of sale be found to be ineffective or unfeasible, the validity of the remaining provisions coming under these terms of sale will not be affected. In the event of an ineffective or unfeasible provision, a regulation most closely matching the legal purpose of the ineffective or unfeasible provision will apply.

2.      Conclusion of contract

2.1 All agreements between the supplier and ourselves, as well as all orders, are only binding upon us if they are consigned in writing. Any alterations, additions or supplementary agreements prior to, at the time of or after conclusion of the contract require our written confirmation. The requirement for this information to be drawn up in writing can only be waived in writing. The term “in writing” covers faxes, e-mails or data transmission.

2.2 Should the supplier fail to accept our order within two weeks of receiving it in writing, we are entitled to withdraw it. Delivery of orders becomes contractually binding if the supplier does not reject the order within three (3) working days of receiving it. Alterations to, additions to or deviations from our orders will only be accepted if these have been expressly and specifically indicated, subject to our express approval.

3.    Terms and conditions of price and payment

3.1 Prices indicated in the order are fixed prices. Prices include free delivery as well as all packaging, shipment, insurance and other delivery costs, unless otherwise expressly agreed in writing. Statutory sales tax shall be indicated, failing which it is understood to be included in the price.

3.2 If the supplier agrees to perform installation, assembly and/or start-up and failing any other agreements in writing, the supplier shall then bear all incidental costs such as travel expenses and provision of tools.

3.3 We are only able to process invoices submitted to us by separate post. Each order shall be invoiced separately. The invoice shall clearly indicate the order number shown in our order and if applicable, the customer’s name, the order date and the supplier number, as well as our article number.

3.4  Invoices shall be drawn up in EURO and payments shall be made exclusively in EURO.

3.5   The means of payment shall be determined by us and shall take the form of a transfer, cheque or bill of exchange, following acceptance of delivery and receipt of a bona fide invoice as well as receipt of all documents relevant to the scope of delivery. Failing any other express and written agreement, we pay either within 14 days subject to a 3% discount, within 30 days subject to a 2% discount or within 90 days without discount. Furthermore we expressly reject any claim of moratory interest.

3.6   Without our prior written consent, the supplier is not entitled to lay claims against us, either fully or partially, or to exercise these claims in any manner whatsoever.

3.7 We are legally entitled to exercise our compensation and lien rights.

4.    Lead times and terms of delivery

4.1 Lead times specified in the order or elsewhere are contractually binding and shall be complied with scrupulously. The supplier shall immediately inform us in writing of any emergent delay or breach of the agreed deadline, with the attendant justification and foreseeable duration of such a hold-up.

4.2 Partial and early deliveries shall only be accepted subject to our express agreement. However, the request for payment shall fall due on the originally agreed delivery date at the very earliest.

4.3 Unless otherwise agreed, the delivery shall be accompanied by an EN 10204 works test certificate or internationally recognised equivalent, in addition to the delivery note, listing the ratings agreed upon with the supplier. A first-off test certificate shall be provided with the initial delivery.

4.4 Deliveries shall only be made at the agreed times.

4.5 In the event of late delivery, we are entitled to demand a contractual penalty of 1% for each initiated week of late delivery, totalling no more than 10% of the order. The supplier is entitled to prove to us that no or significantly less damage has been caused. The enforcement of further damages remains subject to reservation. We are obliged to declare our intention regarding contractual penalties at the latest upon payment of the invoice coming after the late delivery.

4.6 Force majeure occurrences which prevent or significantly hinder delivery by our supplier, or which prevent or significantly hinder the acceptance or use of delivered goods at our premises or our customers’ premises, accordingly defer our obligation to accept delivery in proportion with our actual needs. In the event of force majeure occurrences at our or our suppliers’ premises, we are entitled to partially or totally withdraw from the agreement, based on our own prerogative.

5.    Place of performance, transfer of liability, acquisition of ownership

5.1   The place of performance is that place to which goods shall be delivered or at which in-house or other services shall be performed, as per the order. The place of performance for the purpose of our payments is that of our head office.

5.2   Goods shall be delivered at the supplier’s risk and costs, accordingly packaged for shipment and free of charge, to the address indicated by us. Liability for accidentally destroyed or damaged goods shall only be transferred to us subject to our or our appointed carrier’s consent at the agreed place of performance or following final acceptance of delivery, whichever of these occurs later, even if we have expressly accepted to bear carriage charges.

5.3  Upon transfer of liability at the place of performance or upon transfer to a carrier specifically appointed by us, we acquire ownership of the goods without reservation and regardless of the rights to which the supplier is entitled.

6.    Liability for defects and other types of liability

6.1 On the basis of the enclosed documents, we inspect delivered goods for identify and quantity only, as well as for outwardly visible transport damage. As soon as any defects have been established on the basis of facts pertaining to our proper course of business, we shall notify the supplier of these within a reasonable period of at least 5 working days from the date of detection. In this respect, the supplier waives any objections to late complaints (§ 377 HGB).

6.2 Unless otherwise stipulated by this clause and in accordance with the statutory provisions, the supplier shall be specifically liable for defective delivered goods and consequential costs resulting from defective delivered costs, without this liability being limited in terms of reason or amount, and as such releases us from third-party claims.

6.3  In principle, we are entitled to determine the means of rectification. The supplier is entitled to challenge the means of rectification determined by us in accordance with the provisions of BGB § 439 section 3 BGB.

6.4 Should the supplier fail to begin eliminating identified defects immediately upon our request, we are entitled – in urgent cases and particularly in order to prevent serious risks or avoid greater damage – to eliminate identified risks at the cost of the supplier, or have them eliminated by a third party, without prior extension having to be granted.

6.5  Material defect claims lapse 24 months following the sale of the end product to the user and at the latest 30 months following delivery to us, unless otherwise agreed or unless longer periods are provided for by the statutory provisions. In the event of in-house services, the period lapses 30 months after the documented end purchase.

If the supplies have been accordingly used for a building and have caused the latter to become defective, the statute of limitations comes into effect after a five-year period. Our rights as per §§ 478, 479 BGB remain unaffected by this regulation.

6.6 With respect to legal violations, the supplier also releases us from any third-party claims that may arise. The statute of limitations for legal violations comes into effect following a three-year period.

6.7  Should it become necessary to perform an acceptance check which exceeds the usual scope as a result of defective delivery, resulting costs will be borne by the supplier.

7.    Product liability

7.1 The supplier releases us from any third-party claims and from claims regarding personal and material damage, provided that the cause is to be found within the supplier’s territory and area of administration. In this respect, the supplier is also obliged to refund us all costs covered by §§ 683, 670 BGB as well as costs directly or indirectly incurred by our having to conduct a call-back or take other measures.

7.2 The supplier undertakes to apply for extended product liability and call-back insurance, with a minimum coverage of 5 000 000.00 EURO (five million Euro) all inclusive per instance of personal injury/material damage. However, our claims are not restricted to the amount of coverage.

8.    Compliance with protection rights and provisions

8.1 The supplier guarantees that his supplies and their usage violate neither third-party commercial protection rights nor legal or official regulations of any kind. The supplier also guarantees that goods supplied by him do not contain CFCs, PCB or asbestos. The supplier undertakes to provide us with all relevant IMDS data free of charge, upon our request.

8.2 The supplier is obliged to release us from all claims brought against us by third parties as a result of or with regard to his supplies or their usage, insofar as the supplier has to respond. Clause 6.6, sentence 2 applies.

8.3 The supplier’s duty to release us from any obligations also extends to all costs directly or indirectly incurred by third-party claims.

9.    Ownership claims, tools

9.1   We reserve proprietary rights to all goods supplied by us (e.g. parts, components, semi-finished products).

9.2   This ownership claim also extends to those products resulting from the processing, mixing or combination of our goods, at their full value, with the outcome being that we are considered as the manufacturers of these products. Should the processing, mixing or combination with goods of a third party give rise to the latter’s ownership rights,   we shall then acquire co-ownership in proportion to the objective value of these goods.

9.3   Tools provided to the supplier, tools produced by the supplier himself within the scope of our contract, or tools ordered from third parties towards the purchase of which we have contributed, remain our property or become our property when produced or acquired by the supplier, and shall be clearly marked as being our property.

9.4 The supplier is obliged to store tools for us free of charge, to insure them sufficiently and to produce proof of insurance upon our request. The supplier is obliged to use the tools exclusively for producing specific parts for us, unless otherwise agreed. Consent is hereby granted for the manufacture of parts required for the purpose of orders placed by other companies belonging to the Leipold Group.

9.4   The supplier shall service and maintain provided tools at his own cost. Upon termination of the contract, the supplier shall return the tools to us when requested to do so, without being entitled to retain them. Tools must be returned in flawless technical and visual condition befitting their present usage. Repair costs shall be borne by the supplier. Under no circumstances may the supplier scrap the tools without our written consent.

10. Quality assurance

10.1   For the entire duration of the contract, the supplier undertakes to implement a DIN EN ISO 9000 ff. quality management system guaranteeing us flawless quality of his goods, to carry out internal audits at regular intervals and to take the requisite measures in the event of deviations being detected. We are entitled to inspect the supplier’s quality assurance programme at any time, subject to prior notice. At our request, the supplier shall grant us access to accreditation and audit reports as well as to testing procedures including all inspection records and documents pertaining to supplies.

10.2   An inherent part of all orders and agreements between suppliers and ourselves is our set of “quality standards” in their current version, which we provide to our suppliers upon request.

11.        Confidentiality, documents

11.1   All information, formulae, drawings, models, tools, technical data, procedures, software and other technical/commercial know-how, as well as related performance objectives (hereafter referred to as “confidential information”) shall not be disclosed to third parties by the supplier, may only be used by the supplier for the exclusive purpose of providing us with supplies, and may only be made accessible to those persons requiring access to the confidential information within the scope of the contract, they themselves being bound by the rule of confidentiality. This shall also apply after the contract has been terminated for as long as the supplier is unable to prove that the confidential information was already known to him at the time of attainment, that it was blatantly obvious, or that it became blatantly obvious at a later stage through no fault of his own.

11.2   All documents (e.g. drawings, diagrams, test specifications, samples and models, etc.) which we have provided to the supplier for purposes of this contract, shall remain our property and shall be either returned to us or destroyed at the cost of the supplier upon our request and at the latest upon termination of the contract (including any copies, extracts and replicas). The supplier is not entitled to withhold this information.

11.3   The disclosure of confidential information and conveyance of documents, samples or models do not grant the supplier any commercial protection rights, know-how or copyrights, and do not represent any prepublication rights or rights of prior use as defined by patent and registered design law. 

12.     Legislation and place of jurisdiction

12.1   The law of the Federal Republic of German applies exclusively, without possibility of recourse to its international private legislation, insofar as it refers to the validity of another legal system. Application of the United Nations Convention on Contracts for the International Sale of Goods (C.I.S.G.) and furthermore, standardisation of international trade laws for purposes of bilateral and multilateral agreements is not admissible.

12.2   The place of jurisdiction for all claims arising from business ties with suppliers, and in particular from contracts or their validity, is either the place of performance (clause 5.1) or Wolfach, depending on our choice. However, we are entitled to choose whether to bring the supplier before any other general or specific court of law.

12.3   If the supplier’s head office is located outside the Federal Republic of Germany, we are also entitled to choose whether to submit all claims, disputes or differences of opinion arising from business ties with suppliers to one or three arbitrators duly appointed by the Zurich chamber of commerce, without possibility of recourse to a court of law. The arbitrator is based in Zurich, Switzerland. The arbitration process is conducted in English. The verdict is final and binding for all parties.

* Members of the Leipold Group:

Carl Leipold GmbH

Carl Leipold GmbH / Werk Dransfeld

Leipold Inc.

Leipold (UK) Ltd.

Modification date: October 2012