Conditions of Purchase

Lutz-Jesco Suisse SA Stand June 2017

1. General
1.1 (Scope) These Conditions of Purchase are intended for use in business transactions with commercial enterprises.
1.2 (Conflicting General Terms and Conditions, amendments to the contract) Our Conditions of Purchase shall solely apply for the contract; other conditions shall not become object of the contract, even if we do not explicitly express objection. The supplier may only claim validity of amendments to the contract, supplements or ancillary agreements, if they are immediately confirmed in text form.
1.3 (Right of withdrawal) In the case of force majeure and such events as strikes, lockouts and other occurrences beyond our control, as a result of which our own delivery is substantially impeded, we are entitled to wholly or partly withdraw from the Contract of Delivery or demand performance at a later point in time.
1.4 (Setoff) A set-off by the supplier shall not be permitted unless the counterclaims are undisputed or legally established or arising from the right to refuse payment according to Section 320 BGB (German Civil Code).
1.5 (Data acquisition) We shall be permitted to save in our computer system the data required for processing the contract.

2. Ordering, pricing and invoicing
2.1 Quotations and samples shall be supplied to us free of charge. The supplier shall explicitly point out any deviations between enquiry and quotation
2.2 We can demand modifications to the delivered goods even after conclusion of the contract if said modifications can be reasonably expected of the supplier. Additional or reduced expenditure shall be invoiced accordingly.
2.3 The suppliers’ prices are maximum prices. They include the costs of freight, customs, packaging, charges and VAT.
2.4 Supplier invoices shall be sent in duplicate respectively and can be paid by us within 14 days after receipt of the invoice and goods with a 3 % early payment discount or within 30 days without deduction.

3. Place of fulfilment, risk, shipping, delivery periods/dates, delay
3.1 The place of fulfilment for deliveries is our works.
3.2 Risk does not pass to us until the goods have been discharged in our works.
3.3 Packaging, shipping and insurance of the goods shall take place at the supplier’s expense and risk. A bill of delivery (in duplicate) shall be enclosed with each delivery.
3.4 The supplier shall absolutely adhere to agreed delivery periods and dates, which are understood as the time of arrival at the agreed place of delivery. The supplier shall immediately notify the purchaser in the event of any likelihood of delays in the agreed delivery periods or dates. He shall pursue all efforts to deliver the contractual products as quickly as possible if does not adhere to the period/date for reasons for which he is at fault. In particular, the fastest possible way of delivery shall be chosen; any additional costs resulting therefrom shall be borne by the supplier.
3.5 The supplier may only invoke reasons for the delay caused by a lack of raw materials, auxiliary materials and operating materials and by non-delivery or insufficient delivery by his pre-suppliers, if he informed us of the possible danger of the consequences immediately after having gained knowledge of same.
3.6 Our shipping instructions shall be adhered to. Our order and item number shall be stated in all shipping documents, correspondence and invoices.

4. Quality, acceptance, limitation of claims for defects
4.1 In addition to the specifications stated in the delivery contract, quotation and/or order confirmation, the relevant statements made by the supplier in his brochures, catalogues and other means accessible to us, as well as in his advertisements are agreed with respect to the quality of the contractual products/services. The agreed quality also implies that the contractual products/services comply with latest state of technology, top-quality professional workmanship, the concluded agreements, the intended purpose, the agreed and inspected equipment, the required product safety and the currently applicable statutory, official and technical regulations (among others Equipment Safety Act, DIN standards, EN, ISO standards, EC directives).
4.2 The supplier shall perform a careful inspection of quality and outgoing goods – also with regard to product safety – in compliance with the applicable standards. The supplier has the obligation to deliver quality-proved products.
4.3 Acceptance, approval and/or payment of the contractual products/services do not indicate recognition that they are free of defects. Said acceptance, approval and/or payment are always subject to inspection.
4.4 If the supplier is in default of subsequent fulfilment to which he is obliged, we are entitled to remedy the defects/damage ourselves or to have the defects/damage rectified by a third party at the supplier’s expense.
4.5 Subject to longer statutory periods of limitation, our claims for defects shall be time-barred after 3 years after delivery to us.
4.6 We do not accept any limitations to the liability for defects of the supplier.

5. Liability for defects of title, Indemnification
5.1 The supplier shall be liable to us for ensuring that the use or distribution of the contractual products is permissible without infringing industrial property rights or other rights of third parties and/or applicable statutory or official provisions. The supplier is also liable that the use or distribution of the contractual products is in compliance with national and/or international statutory provisions of export control law and with embargos or other sanctions of the European Community or the United States of America.
5.2 The supplier shall notify us immediately in text form when he gains knowledge that the goods may infringe industrial property rights or other rights of third parties and/or applicable statutory or official national or international provisions.
5.3 If and to the extent that the supplier is at fault, he shall indemnify us against any legal claims by third parties for the infringement of such industrial property or other rights of third parties and/or applicable statutory or official provisions in connection with the contractual products.

6. Product safety, product liability
6.1 The supplier shall be responsible to us for the fact that the contractual products and/or services are not unsafe and not dangerous in the sense of product liability when used for their intended purpose or foreseeable non-intended purpose or use. He shall take all necessary and reasonable organisational, personal and technical safety measures.
6.2 If one of our customers or a third party should assert claims against us for damage resulting from unsafe contractual products or services, the supplier shall indemnify us against these claims in the internal relationship, if and to the extent that he is at fault. Our claim to indemnification is subject to the standard period of limitation.
6.3 If and to the extent that the supplier is responsible for the defect leading to the liability, he shall also bear the costs for the measures taken by us to avert damage (e.g. recalls).
6.4 The supplier shall take out an adequate insurance against the risks arising in conjunction with product liability for the contractual products and/or services provided by him and shall present proof of said insurance to us upon request.

7. Rights of use
7.1 The supplier grants to us the irrevocable, transferable right to use and exploit without limitation in place, time or manner all contractual services (work results), in particular operating and system descriptions, files, software, graphics, photographs, films and other documents relating to the contract products and / or services, in all media forms and on all image, sound and data media.
7.2 In case of work results, which the supplier has made individually for us, he grants us the right mentioned in the preceding paragraph as an exclusive right.

8. Disposal
The supplier shall adhere to all relevant requirements and provisions with regard to environmental protection and waste disposal during the production and delivery of the contractual products. In particular he shall be responsible for the separation of the contractual products in the event of disposal. In particular, he shall ensure that the contractual products can be broken down into their constituent parts before being disposed of. He shall ensure this by marking the materials accordingly.

9. Spare parts
The supplier shall keep spare parts available to us at market-compliant prices for the intended service life of the contractual products, but for at least 10 years after the respective delivery date.

10. Industrial property rights, secrecy
10.1 We reserve the ownership as well as all industrial property rights and copyrights of constructions, moulds, tools, samples, illustrations, photos and other documents provided by us. The supplier may only use these constructions etc. in the manner intended by us, and must return them if he no longer requires them for us.
10.2 The supplier must maintain secrecy vis-à-vis third parties with respect to all trade secrets, in particular know-how, of which he gains knowledge through his business relations with us.