Terms and Coditions
General Terms and Conditions of Purchase of the LBPS GmbH
- For use between business enterprises, in terms of §14 BGB (German Civil Code) -
I. Scope of application
1. The following Terms and Conditions of Purchase of the LBPS GmbH (hereinafter “LBPS”, “Principal”, “us”) shall apply to all contracts between LBPS and its business partners (hereinafter “Supplier”) for the delivery of goods or provision of services.
2. By accepting the order, the Supplier acknowledges the Terms and Conditions of Purchase of LBPS and waives the application of his own differing terms and conditions of sale and supply. Any deviating provisions, in particular terms of sale, delivery or other of the Supplier shall only apply if confirmed in text form (“Textform”, i.e. as letter, fax or email) by LBPS.
3. All agreements between the Supplier and LBPS are stipulated in text form in the respective contract, these General Terms and Conditions of Purchase or the offer of LBPS.
II. Offer and conclusion of contract
1. An offer for conclusion of a contract (Order) by LBPS is valid for two weeks. Orders of LBPS may only be accepted by the Supplier through declaration in text form within this period of two weeks.
2. Orders of LBPS, or the content of orders shall only be effective if they are made in text form. Supplementary agreements or orders made orally, in particular via phone, shall only become effective if they are confirmed in text form by LBPS.
3. Delayed or deviant acceptance of the order shall be regarded as a new offer and must be accepted by LBPS.
4. Drawings, schemes and other documents which LBPS has made available to the Supplier shall remain copyrighted and the property of LBPS. Furthermore in this matter we refer to Sec. IX. In case the Supplier does not accept the order of LBPS within the respite of Sec. II Para. 1, the Supplier will return these documents immediately.
III. Prices, Payment
1. The prices declared in the order of LBPS shall be fixed and final prices and include all costs for packaging, shipment and transport to the indicated delivery address or application site (“frei Haus”), unless otherwise agreed of the contracting parties. Prices include VAT, which is disclosed separately.
2. All invoices must contain reference or order numbers stated by LBPS. The invoice must contain the sales tax identification number (“UID-Nummer”) of the Supplier and in particular fulfill the formal requirements of §14 UStG (Value Added Tax Act). Invoices shall be separately of the goods remitted in duplicate to our business address
LBPS GmbH
Gierather Str. 71
51069 Köln
Germany
3. After full delivery and correct invoice LBPS shall pay within twelve work days less a 2% early payment discount or within 30 days net, unless the contracting parties agreed otherwise in written form.
4. Payment shall not be regarded as an acknowledgment of correct fulfillment, nor as a waiver of liability claims against the Supplier for defects.
5. The Principal shall have the legal offset and retention rights to its full extend. The Principal has the right to convey all claims from the contract without consent of the Supplier.
6. The Supplier is unauthorized to convey claims from the contract to a third party without prior consent by the Principal.
IV. Delivery, dates and deadlines
1. Delivery and shipping shall always be made free of charge (“frei Haus”) and the Supplier shall bear all risks until full and complete delivery to the specified delivery address.
2. The Supplier shall bear the cost for shipping, packaging and insurance.
3. If in an individual case supply is agreed as delivery ex works, the Supplier shall use the favorable packaging and shipment costs for us. In any case the Supplier is liable for damage and loss during shipment.
4. Delivery dates and deadlines stipulated by LBPS shall be binding. For compliance, receipt of the goods at the determined place of performance shall be decisive.
5. LBPS has the full statutory rights, in case of delayed delivery by the Supplier. If LBPS asserts compensation claims, the Supplier will be entitled to prove that lesser or even no damage has occurred.
6. If the Supplier does not meet delivery dates and deadlines, LBPS shall, after having granted an appropriate additional deadline, be entitled to withdraw from all or part of the Agreement and/or to claim damages.
7. In case of delayed delivery by the Supplier - he is responsible for - LBPS will be entitled to request contractual penalty for delay of a flat rate of 0,3% of the net order total for each day, at most up to 5% of the net order total. In addition claims for damages are not excluded. The Supplier will be entitled to prove that lesser or even no damage has occurred.
8. The Supplier shall be obligated to immediately inform LBPS in case he realizes any circumstances which lead to the fact that the agreed delivery date cannot be complied with.
9. All necessary contacts for the implementation of the contract are to handle with LBPS exclusively and directly, even in case of a direct delivery to a (third) contracting party of the Principal. Any variations hereof require the explicit approval of the LBPS.
V. Warranty, Defects
1. The Supplier guarantees that all deliveries comply with the latest state of the art, the relevant legal regulations and laws and do not violate third parties rights, especially industrial property rights.
2. The Principal shall examine the quality and quantity of the goods within an appropriate respite, after delivery by the Supplier.
3. Defects of the delivered goods that can be identified within the limits of normal operation shall be reported to the Supplier no later than twelve work days after delivery. Defects of the delivered goods that can not be identified within the limits of normal operation shall be reported no later than twelve work days after knowledge of the defect. Punctual dispatch of the notification of defects suffices to comply with the time limit.
4. LBPS has the full statutory rights for claims based on defects and the Supplier is liable within the statutory regulations to LBPS.
5. The limitation period for claims attributable to defects shall be 36 months with effect from the transfer or risk unless a different agreement was stipulated.
VI. Liability of the Supplier, Indemnity, Insurance
1. If LBPS is held liable by a third party for any product defects resulting from the defectiveness of the goods delivered by the Supplier, the Supplier shall be obligated to indemnify LBPS from all claims on first request, including legal costs and expenditures for defense against these claims, insofar as the cause resides in the area of control and organization of the Supplier.
2. In case of a product recall by LBPS due to a product defect within the meaning of Sec. VI Para 1 the Supplier will bear all costs and expenditures which may arise out of this product recall. LBPS shall inform the Supplier as soon as possible and reasonable of the contents and scope of the recall measures to be executed and shall give the Supplier the opportunity of commenting thereon. This shall not prejudice LBPS statutory claims against the Supplier.
3. The Supplier shall be obliged to take out a product liability insurance that covers an amount at least of 3 million Euros per personal injuries and property damages. The compensation claims to which the Principal is entitled shall not be prejudiced thereby.
4. If claims are lodged against LBPS on account of an infringement of third party’s statutory property rights in connection with the performance of the Supplier, the Supplier shall be obliged to indemnify LBPS against such claims upon first request, including legal costs and expenditures for defense against these claims, except the Supplier performed without a culpable act. Without prior and written consent by the Principal, the Supplier is not authorized to approve or settle such claims of a third party.
5. The limitation period for these indemnifications shall be 36 months, calculated from the passage of risk.
VII. Characteristics of the goods
1. The Supplier guarantees that the goods are free of silicone or crate-forming substances (“kraterbildende Substanzen”).
2. The Supplier indemnifies LBPS against all claims for compensation of a third party based on damages through silicone or crate-forming substances. The Supplier bears all costs of these claims, including legal costs and expenditures for defense against these claims, on first request by the Principal.
VIII. Quality assurance and Environmental protection
1. The Supplier undertakes to perform the contract complying with the principles of quality assurance according to the relevant provision of ISO 9001 (in its respectively valid version). LBPS and its contracting parties are authorized to audit the quality assurance system, the quality assurance regulations and the quality assurance plan (“Qualitätssicherungssystem; Qualitätssicherungsvorschriften; Qualitätssicherungsplan”) of the Supplier, at any time.
2. The Supplier undertakes to observe the relevant regulations of the European Community necessary for the usage of goods inside the European Community, especially the European Community harmonisation directive << CE-Certification >> (“EU-Harmonisierungsrichtlinie, CE-Kennzeichnung”) or national implementations of this directive, for all goods delivered.
3. The Supplier undertakes to perform the contract observing the environmental protection regulations and standards. In particular the Supplier complies with the regulations of ISO 14001 and can demonstrate a corresponding certificate on request by the Principal.
IX. Confidentially, Documents, Objects, Tools and Enhancements
1. All construction documents, drawings or other documents and tools which are entrusted to the Supplier for submitting an offer shall remain the property of LBPS and may not be used for other purposes, duplicated or accessible to third parties without our consent.
2. If tools, constructions or programs are manufactured or purchased by the Supplier, they shall become the property of LBPS as soon as LBPS has covered the costs in return.
3. During the joint performance of the contract inventions and enhancements by the Supplier shall be offered to LBPS for exploitation. In case LBPS rejects exploitation the Supplier is free to use these inventions and enhancements.
4. If according to the nature of the contract research and development work will be conducted by LBPS with the Supplier and result in a patentable outcome, this will become the property of LBPS.
5. The tools provided by LBPS may only be used for performing the obligations of the Supplier to us. The Supplier is obligated to insure the tools which belong to LBPS at the reinstatement value on his own costs and assigns to us here and now any and all compensation claims against this insurance.
6. After completion of the order the Supplier will send us all construction documents, drawings or other documents, items and tools free of charge.
7. The Supplier is obligated to use the knowledge and experience acquired in the process of completing our order solely for the completion of orders from LBPS and has to refrain from making such known to third parties.
8. The Supplier may only advertise with the name of the Principal or our contractual relationship with the Supplier with prior consent of LBPS.
X. Applicable Law and Jurisdiction
1. The laws of the Federal Republic of Germany shall apply exclusively. The application of the United Nations Convention on Contracts for the International Sale of Goods (“UN-Kaufrecht”) shall be excluded.
2. Cologne, Germany is the sole place of jurisdiction for all disputes.
3. If one or more provisions of these Terms and Conditions of Purchase are or become ineffective or if the text of these Terms and Conditions of Purchase contains an omission, the validity of the other provisions will not be affected thereby. The contracting parties will replace or supplement the ineffective or incomplete provision by appropriate regulations which come as close as possible to the economic purpose of the intended regulation.
4. In case of discrepancies between the German and English versions of these General Conditions of Purchase, the German version shall be binding and takes precedence over the English version.