Version of 27th January 2022
Note: The terms and conditions have been reviewed and adjusted in accordance with the requirements of the General Data Protection Regulation
Terms of Purchase
These Terms of Purchase form an integral part of all our commercial/business contracts. They also apply to existing and future business relationships. No further reference to these Terms of Purchase will be necessary when future orders are placed.
The “Supplier Code of Conduct” is also applicable and forms an integral part of the contract together with these Terms of Purchase. Both documents can be found on our website: www.lohmann-tapes.com.
Contradictory standard terms and conditions, in particular terms of sale, are hereby expressly rejected with respect to commercial/business transactions. They will only apply if approved by us in writing. Divergent agreements, particularly those reached verbally, will likewise only be binding if confirmed by us in writing.
The conclusion of a contract will not fail due to contradictory standard terms and conditions.
- Orders; prices
Orders may only be placed in writing (by letter, fax, PC-fax, e-mail). Orders placed verbally will only be valid if we acknowledge them in writing.
Lohmann does not take over any qualification costs (or similar costs) that could occur in the context of product eliminations or raw material changes. This also relates to possible approval tests of alternative products.
The Supplier must confirm our orders in writing immediately, specifying prices and the shortest delivery time or the delivery time stipulated by us. Prices quoted are fixed and include all ancillary costs, in particular packing, transport and insurance, unless expressly agreed otherwise in writing. In case of contrary agreements, the costs of freight and packing must be stated separately in the invoices. Our order number must be quoted in all correspondence, including delivery notes and invoices.
- Delivery of goods/services; performance
The periods and deadlines stipulated or agreed for deliveries of goods/services must be adhered to. When an order is accepted, the delivery period for the goods/services commences retrospectively on the order date. If a delivery period or deadline cannot be adhered to, the Supplier must notify us immediately of the reasons and the probable duration of the delay. If agreed periods or deadlines for delivery of goods/services are not adhered to because of circumstances for which the Supplier is responsible, we will be entitled, after setting a reasonable extension of deadline, to withdraw from the contract and/or to claim damages. The Supplier must pay all additional costs incurred as a result of late delivery of goods/services for which the Supplier is responsible as well as those incurred in adhering to the delivery period.
The acceptance of late delivery does not imply any waiver of other claims. Unless expressly agreed otherwise in writing, deliveries will be on a “free domicile” basis to the destination stipulated or agreed. In the case of commercial/business transactions the destination will at the same time be the place of performance.
Unless the means of transport is expressly stipulated or agreed, the Supplier must select a suitable means of transport in accordance with the principles of good faith. The Supplier must deal with the necessary formalities in relation to the carrier.
All obligations in connection with customs clearance, in particular the processing of export documents, must be fulfilled by the Supplier at its own expense. The Supplier is obliged to furnish us with the necessary import documents (e.g. export licenses or preferential certificates) at its own expense.
In case of deliveries from countries with which the EU has made preferential arrangements, we expect that the goods of foreign origin are entitled to preferential treatment. If goods are delivered which do not meet this requirement, the Supplier has to pay the EU customs duty.
Unless expressly agreed otherwise in writing, the Supplier is not entitled to make partial deliveries or to deliver more or less than the amount ordered. Partial and supplementary deliveries made for reasons for which the Supplier is responsible must be made at the Supplier’s expense and accorded top priority, regardless of the invoice value. This does not affect our right to enforce further claims. Unless expressly agreed otherwise in writing, deliveries of goods must be made during the periods specified below. If they arrive later, unloading will not be possible until the next working day. Any costs incurred as a result of failure to adhere to the periods specified below must be borne by the Supplier, unless we are responsible for such failure.
Monday to Thursday: 7 AM to 3 PM. Friday: 7 AM to 12 noon
Two copies of the delivery note must be enclosed with each consignment. If a consignment consists of several packages, the package that contains the delivery note must be clearly indicated.
The performance of contractual obligations of the Supplier by third parties is subject to our approval, even if the third party concerned is a company affiliated to the Supplier as defined in Section 15 of the German Companies Act (Aktiengesetz).
We are entitled at our reasonable discretion to demand that the Supplier dispose of packaging materials properly and at no cost to ourselves. The packaging material will be collected by us and brought to the Supplier's attention.
The Supplier may in all cases charge only for durable packaging materials (e.g. crates, bale cords etc.) at cost and must credit 3/4 of their value as charged if they are returned carriage-paid in usable condition within three months.
The Supplier is responsible for the proper packaging of its delivery and is liable for all damages caused by improper packaging.
In case of imports from countries against which the EU has imposed restrictions on certain packaging materials (e.g. wood from USA), the delivery must be made on/in suitable packaging materials which are not affected by such restrictions (e.g. plastic pallets).
- Passing of risk; transfer of title
Unless expressly agreed otherwise in writing, risk only passes over to us upon receipt of the goods/services.
As a matter of principle, title to supplied goods passes over to us upon receipt of the goods. Simple reservations of title by the Supplier only become part of the contract if we have expressly consented to these in writing. Prolonged or widened reservations of title likewise only apply if we have expressly consented to these in writing.
- Unforeseeable events; force majeure
In case of unforeseen, extraordinary events, particularly force majeure, war and actions taken by sovereign powers, the Supplier must immediately commence negotiations with us regarding their impact on the contractual relationship.
There will be no general release from the obligation to deliver the goods/services. In such cases we reserve the right to assert other claims, particularly relating to deficient performance.
- Characteristics; assurances/guarantees; warranty; liability
The quality, quantity, dimensions and other characteristics of the goods or services delivered must conform to the legal or agreed requirements.
For supplies of machinery, installations and spare parts, the Supplier is responsible for adherence to the relevant industrial safety and accident prevention regulations and for safe and proper performance in accordance with the latest generally accepted state of the art. All documents required for acceptance, operation, maintenance and repair are included in the scope of delivery.
A reference to standards generally represents an assurance implying a no-fault guarantee of characteristics, unless expressly agreed otherwise in writing. Samples, patterns and other documentation and information supplied to us, such as photographs, drawings and indications of dimensions or weight, are likewise regarded as assured properties implying a no-fault guarantee of characteristics.
The Supplier further guarantees that the use and/or resale of the goods/services supplied by it will not breach existing intellectual property rights of third parties. Under this guarantee the Supplier will, at our first request, indemnify us against all claims by third parties based on breaches of intellectual property rights.
This is without prejudice to our right to enforce any further claims to which we are entitled, particularly claims for damages.
Our obligation under Section 377 of the German Commercial Code (HGB) is limited to checking the identity and completeness of the delivery and obvious transport damage.
In case of deficient performance, we may, at our discretion and taking into account what is reasonable, either initially demand rework/replacement or immediately demand that the defective delivery be taken back against reimbursement or reduction of the price, compensation for damages and/or cancellation of the contract or refund of wasted work/expenditure.
Warranty and other claims, particularly those based on deficient performance, shall be in accordance with the law unless otherwise specified in these Terms of Purchase.
Defects of any kind are normally to be rectified by the Supplier following a justified complaint. This applies even if they only come to light at the time of handling or processing.
Goods provided to the Supplier for the production process shall be treated, after receipt of the goods by the Supplier, as its own product. The Supplier is obliged to check the quality and quantity of the provided goods, to notify us immediately of any defects/abnormalities and to handle the provided goods carefully. If provided material becomes unusable in the course of processing due to the fault of the Supplier, we are to be refunded the costs of replacing them. In urgent cases of danger to operational safety and to prevent excessive damage, we reserve the right to remedy the defect ourselves or have it remedied by third parties. The Supplier agrees to refund the necessary costs. A defect may only be remedied after consultation with the Supplier, unless there is danger of delivery being delayed or, despite two requests made by us, the defect is not remedied or is not remedied to our satisfaction.
- Returns; special right of cancellation
Goods may be returned in principle, provided this is not unreasonable for the Supplier in the circumstances of the individual case. The same applies to custom-built items and packages that have been opened.
If the Supplier ceases to supply its goods/services, if insolvency proceedings are opened in respect of its assets or if an application to open insolvency proceedings is rejected due to lack of assets, we will be entitled to withdraw from the contract as regards the unfulfilled portion of the delivery/service.
- Invoices; payments
Invoices must be sent to us without delay in duplicate. They must satisfy legal requirements, particularly as regards indication of the VAT amount and the VAT identification number.
Unless otherwise agreed, we will deduct a 3% discount from payments made within 30 days following receipt of the invoice/the goods, depending on which occurs last. Unless otherwise expressly agreed, the net payment period shall be 60 days, likewise calculated from the date of receipt of the invoice/the goods.
In the case of deficient performance, we reserve the right to withhold all or part of the payment as we see fit until the deficient performance has been remedied. Payments are not regarded as confirmation of the correctness of a delivery/service.
- Secrecy; ownership of means of production and materials; industrial property rights
The Supplier shall treat commercial and technical details which come to its attention in connection with an order confidentially as business secrets and reveal them to third parties only in so far as necessary to the performance of the order. The disclosure must be notified in writing or (in the case of an existing non-disclosure agreement) regulated in the same way by means of a non-disclosure agreement in relation to third parties.
Drawings, models, tools, samples, dies, data media, know-how or other means of production (together referred to as “production resources”) provided to the Supplier by us for the purpose of filling an order or manufactured by the Supplier on our behalf are our property and may be used by the Supplier only for the purpose of filling the order. In particular, they must not be used for other purposes, nor duplicated, sold, pledged or made accessible to third parties without our prior written consent. All intellectual property rights, especially patent rights and copyright of the production resources and products made using the production resources, belong exclusively to us. We shall become joint owners of the products manufactured using our production resources in the ratio of the value of the production resources to the value of the product.
The production resources shall be kept by the Supplier with all due care and diligence at no cost to ourselves and insured as third-party property, and shall be immediately handed over to us professionally packed and in good condition at the end of the business relationship or at any time on request. The Supplier shall impose equivalent obligations on its subcontractors.
- Storage of data
We are entitled to store data relating to the Supplier subject to the requirements of the current version of the General Data Protection Regulation.
- Legal venue; applicable law
For commercial/business transactions, the exclusive legal venue for all disputes arising directly or indirectly from the contractual relationship is the court in the place where the purchaser has its registered office.
The legal relationship between us and the Supplier is governed exclusively by German law. Regulations, particularly those under international private law, which could result in the application of other laws, are hereby expressly excluded. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are also expressly excluded.
- Validity of terms
Should individual parts of these Terms of Purchase be legally invalid, this shall not affect the validity of the remaining parts of the Terms of Purchase.