Condizioni generali di acquisto di Lenord, Bauer & Co. GmbH, 46145 Oberhausen, Germania, Dicembre 2024

§ 1 General - Scope of Application

The present General Terms and Conditions of Purchase (hereinafter referred to as “GTCP”) are applicable to the business relationship between us, Lenord, Bauer & Co. GmbH, and our suppliers from whom we procure or receive goods and services (hereinafter referred to as “Suppliers”). The GTCP shall also serve in their respective version as a framework agreement for future contracts governing the delivery of goods and/or the provision of other services, without us having to refer to the GTCP again in each case. We shall inform the Supplier without undue delay of any changes to the GTCP in this case.
For all legal relationships between a Supplier and us, the present GTCP in the version valid at the time of our order shall apply exclusively as a framework agreement, in particular also for similar future contracts, without us having to refer to the GTCP again in each individual case. We do not recognize any terms and conditions of the Supplier that conflict with or deviate from and/or supplement the following regulations unless we have expressly agreed in writing that they apply. Our Terms and Conditions of Purchase shall also apply if we accept the Supplier’s delivery unconditionally in the knowledge that the Supplier’s terms and conditions conflict with or deviate from our Terms and Conditions of Purchase.
All agreements between us and the Supplier for the purpose of executing the contract, as well as any ancillary agreements, amendments, termination or withdrawal from or annulment of the contract must be made in writing. This also applies to any waiver of the requirement of written form or amendment of this requirement.
Our Terms and Conditions of Purchase shall only apply to entrepreneurs (§ 14 BGB [German Civil Code]), legal entities under public law and public-law special assets.
Individual agreements (for example, framework supply agreements, quality assurance agreements) and other specifications in our order shall take precedence over the GTCP.

§ 2 Offer – Conclusion of Contract – Offer Documents

An order of goods and/or services by us shall be deemed binding at the earliest once the order is placed in writing (by e-mail or fax also). The Supplier must notify us of any obvious errors (for example, typing and calculation errors) and omissions in the order, including the order documentation, which must be rectified or completed before accepting the order; otherwise the contract shall be deemed null and void.
The Supplier is obliged to confirm our order in writing (acceptance) within a period of five (5) working days (working days are all calendar days that are not Saturdays, Sundays or public holidays in Oberhausen), calculated from the day the order is placed. In this respect, we shall be bound by our order for the above-mentioned period (acceptance period). A delay in acceptance shall be considered to be a new offer (counteroffer), which is subject to our confirmation. A contract with us shall only be deemed to have been concluded if the Supplier confirms our order unconditionally within the acceptance period or if we confirm the counteroffer.
We reserve all property rights, copyrights and other rights of use to the samples, drafts, figures, drawings, calculations and other documents provided to the Supplier by us or at our request in connection with the quotation. They may not be made accessible to third parties without our express written consent. They are to be used exclusively for production purposes based on our order. At all times, in particular after completion of the order, they and any other information relating to this order must be kept strictly confidential or destroyed or returned to us at our written request, including any copies. The obligation of confidentiality shall only expire if and to the extent that the knowledge contained in the documents provided has become generally known or was already demonstrably known to the Supplier at the time of the quotation. Special nondisclosure agreements and statutory regulations on the confidentiality of information remain unaffected.
If the Supplier prepares special design drawings on the basis of our order, such documentation must be sent to us for inspection and approval before commencing production. Our warranty claims shall remain unaffected by approval of the design calculations or samples submitted. Approval of design drawings or samples shall not constitute acceptance of the goods.
The Supplier shall not be entitled to commission third parties, in particular freelancers, subcontractors or similar, with the fulfillment of the deliveries, services or parts thereof to be provided by the Supplier in accordance with the contract concluded with us without our prior written consent.

§ 3 Prices – Payment Terms

The price stated in our order is binding. All prices include statutory value-added tax if this is not indicated separately. The prices quoted by us are quoted in euros DAP Gladbeck Incoterms 2020.
At our request, the Supplier shall be obliged to take back the packaging at their own expense and risk within the scope of the currently applicable regulation on the avoidance of packaging waste (“Packaging and Packaging Waste Regulation”). Ownership of packaging shall not pass to us unless this is expressly agreed in writing. Nevertheless, we are entitled at any time to dispose of and destroy packaging to which ownership has not been transferred to us without the Supplier’s consent.
We can only process invoices if they state the order and material numbers indicated in our order. The Supplier shall be responsible for all consequences arising from non-compliance with this obligation, unless they can prove a lack of fault on their part.
Unless otherwise agreed in writing, we shall pay the invoice amount subject to subsequent verification, calculated from complete delivery and receipt of invoice in accordance with § 3 Para. (3)

a) within 14 days with a 3% discount on the net amount of the invoice or
b) within 30 days net

In the case of bank transfer, payment shall be deemed to have been made on time if our transfer order is received by our bank before expiry of the payment deadline; we shall not be responsible for delays caused by the banks involved in the payment process.
We do not owe any interest on maturities. The statutory provisions shall apply to late payment.
We shall be entitled to offsetting and retention rights as well as the defense of non-performance of the contract to the extent permitted by law.
The Supplier shall only have offsetting and retention rights on the basis of legally established or undisputed counterclaims.

§ 4 Delivery Time

The delivery time stated in the order is binding. If the delivery time is not specified in the order and has not been agreed otherwise, it shall be two weeks from the date the contract is concluded.
The Supplier must inform us without undue delay in writing if circumstances arise or become apparent to them which result in the agreed delivery time not being met. The Supplier must inform us of the reasons for delayed delivery and its expected duration.
In the case of a delayed delivery, we shall be entitled to the statutory rights and claims. In particular, we shall be entitled to demand compensation in lieu of performance and/or to withdraw from the contract after expiry of a reasonable grace period without completion. If the Supplier has only performed a service owed in part, we can only demand compensation instead of the complete service if we have no interest in the partial service provided. If we demand compensation, the Supplier has a right to prove that they are not responsible for the breach of duty.
Unless otherwise agreed, the Supplier warrants that they will be able to supply the goods ordered by us or corresponding spare parts for a period of five years from delivery.

§ 5 Delivery - Transfer of Risk - Documents

Unless otherwise agreed in writing or otherwise stated in the order, delivery shall be made DAP Gladbeck Incoterms 2020. Our company premises in Gladbeck (full address: Heinrich-Hertz-Strasse 2, 45966 Gladbeck) or the respective differently agreed or specified destination is the place of performance for the delivery and any subsequent performance (obligation to deliver). The Supplier is only entitled to make partial deliveries by special agreement. Partial deliveries shall be designated as such.
The Supplier is obliged to enclose shipping documents and bills of lading with the delivery and to state our order and material numbers, the order date, quantities and weights as well as the type of packaging in full on all shipping documents and bills of lading in addition to the article designation. If the Supplier fails to do so, delays in processing are unavoidable for which we are not responsible.
Costs for insurance shall only be borne by us if this has been agreed in writing with us in advance. Insurance shall in no case release the Supplier from their liability towards us.

§ 6 Inspection for Defects - Liability for Defects

We are obliged to inspect the goods for any discrepancies in quality and quantity within a reasonable period of time. The complaint shall be deemed to have been made in good time if it is received by the Supplier within a period of ten days from receipt of the goods or, in the case of hidden defects, from the time they are discovered.
We shall be entitled to the statutory claims and rights in respect of defects in full.
In accordance with the statutory provisions, the Supplier shall be liable specifically for ensuring that the goods have the agreed quality when the risk is transferred to us. In any case, those product descriptions which – specifically by designation or reference in our order – are the subject of the respective contract or have been included in the contract in the same way as these GTCP shall be deemed to represent agreement on the quality. It makes no difference whether the product description originates from us, the Supplier or the manufacturer.
In the case of goods with digital elements or other digital content, the Supplier is responsible for providing and updating the digital content to the extent that this results from a quality agreement in accordance with Para. 3 or other product descriptions of the manufacturer or on the manufacturer’s behalf, in particular on the Internet, in advertising or on the product label.
In the event of material defects and defects of title of the goods, we shall be entitled to demand from the Supplier, at our discretion, either rectification of the defects or a replacement supply (rectification of defects and replacement supply together: subsequent performance). Subsequent performance shall be effected at our discretion either at our premises or at the place where the goods are to be used as intended. Subsequent performance shall also include removal of the defective goods and reinstallation, provided that the goods were installed in another item or attached to another item in accordance with their nature and intended use before the defect became apparent; our statutory claim for reimbursement of corresponding expenses (removal and installation costs) shall remain unaffected. The Supplier is obliged to support all expenses necessary for the purpose of inspection and subsequent performance. The right to claim damages, in particular the right to claim damages instead of performance, is expressly reserved.
Subsequent performance by the Supplier shall be deemed to have been unsuccessful in all instances following the first attempt, even if only partially unsuccessful. We shall be entitled to remedy the defect ourselves at the Supplier’s expense if the Supplier is in default with subsequent performance.
The costs to be borne by the Supplier for subsequent performance shall also include the expenses for packaging, freight and delivery, work required for dismantling and installation, travel expenses and implementation of subsequent performance at our premises or at the place of intended use of the goods.
Our claims for defects shall lapse within two years from transfer of risk or, if the products are to be installed by the Supplier at the place of intended use and acceptance has been agreed or an acceptance obligation arises from the circumstances, upon acceptance of the installation work, unless the statutory limitation period is longer. The limitation period shall be suspended if the Supplier, with our consent, verifies the existence of a defect or its rectification until the Supplier informs us of the result of the verification or declares the defect to be rectified, or ultimately refuses to continue rectifying the defect.
The Supplier warrants careful and proper performance of the contract, in particular compliance with the health and safety regulations, the agreed specification (for example, technical delivery regulations) and our other execution regulations in accordance with the recognized scientific and technological state of the art, as well as the quality and suitability of the delivery with regard to material, design and execution and the documents forming part of the delivery (drawings, plans, etc.).
In any case, the Supplier shall be liable to us for any supplies and services procured by them from third parties as for their own deliveries or services. This applies specifically to defects.
The Supplier shall indemnify us against all claims of our customers which our customer asserts on the basis of advertising statements of the Supplier, a Sub-supplier of the Supplier (in particular manufacturer within the meaning of § 4 Para. 1 or 2 of the German Product Liability Act) or a representative of one of these named parties and which would not exist or would not exist in this type or amount without the advertising statement. This regulation applies irrespective of whether the advertising statement is made before or after conclusion of the supply contract.

§ 7 Supplier Recourse

We shall be entitled to our statutory claims for expenses and recourse within a supply chain (supplier recourse pursuant to Sections 478, 445a, 445b50 and Sections 445c, 327 (5), 327u BGB) without restriction in addition to the claims for defects. Specifically, we are entitled to demand exactly the type of subsequent performance (rectification of defects or replacement delivery) from the Supplier that we owe our customer in individual cases; in the case of goods with digital elements or other digital content, this also applies in respect of provision of necessary updates. Our statutory right to choose (Section 439 (1) BGB) remains unaffected by this.
Before we acknowledge or fulfill a claim for defects asserted by our customer (including reimbursement of expenses pursuant to §§ 445a Para. 1, 439 Para. 2, 3, 6 sentence 2, 475 Para. 4 BGB), we shall notify the Supplier and request a written statement, briefly explaining the circumstances. If a substantiated statement is not received within a reasonable period of time and no amicable solution is reached, the claim for defects actually granted by us shall be deemed to be due to our customer. In this situation, the Supplier shall be responsible for providing proof to the contrary.
Our claims arising from Supplier recourse shall also apply if the defective goods have been combined with another product or have been further processed in any other way by us, our customer or a third party, in particular by assembly, attachment or installation.

§ 8 Product Liability – Exemption

Insofar as the Supplier is responsible for product damage, they shall be obliged to indemnify us against third-party claims at the first request if the cause is within their sphere of control and organization and they are liable in relation to third parties.
Within the scope of the Supplier’s own liability in accordance with paragraph (1), the Supplier shall also be obliged to reimburse us for any expenses in accordance with §§ 683, 670 BGB and §§ 830, 840, 426 BGB arising from or in connection with a third-party claim, including a recall action initiated by us. We will inform the Supplier of the content and scope of the recall action to be carried out – as far as possible and reasonable – and give the Supplier the opportunity to submit their comments. Other statutory claims remain unaffected.
The Supplier undertakes to maintain product liability insurance with a lump sum coverage of €5 million per personal injury/property damage and to provide us with proof of insurance cover on request. If we are entitled to further claims for damages, these shall remain unaffected.

§ 9 Property Rights

The Supplier guarantees that no third-party rights are infringed in connection with the delivery.
If claims are asserted against us by a third party for infringement of its rights, the Supplier shall be obliged to release us from such claims upon first written request. In the event of third-party claims for damages, the Supplier has the right to prove that they are not responsible for infringement of the third-party rights. We are not entitled to reach any agreements with the third party – without the consent of the Supplier – in particular to agree any settlements.
The Supplier’s obligation to indemnify concerns all expenses necessarily incurred by us from or in connection with the third-party claim.
The statute of limitation for claims under this provision is three years, calculated from the transfer of risk.

§ 10 Retention of Title – Provision – Tools – Confidentiality

If we provide the Supplier with parts, materials or other work or auxiliary tools, we reserve the right of ownership of these (reserved goods). The same applies to any existing copyrights. The reserved goods shall – as long as they are not processed – be stored separately and adequately insured against destruction and loss at the Supplier’s expense. Processing, mixing or combining (further processing) by the Supplier shall be carried out exclusively for us.
If our reserved goods are irreversibly mixed, blended or combined with other items not belonging to us, we shall acquire co-ownership of the resulting new item in proportion to the value of our reserved goods (purchase price plus VAT) to the other items at the time of mixing, blending or combining. If mixing, blending or combining is performed in such a way that the Supplier’s item is to be considered as the main item, it is agreed that the Supplier shall transfer co-ownership to us on a pro rata basis. The Supplier shall retain sole ownership or co-ownership for us.
We reserve ownership of tools. Otherwise, the tool contract concluded separately between the Supplier and us shall apply.
Reproductions of provided materials or tools may only be made with our prior written consent. Reproductions shall become our property once they are created.
The Supplier shall have no right of retention, for whatever reason, to the materials and tools provided, unless this right has been legally established or is undisputed.
The Supplier is obliged to keep all illustrations, drawings, calculations and other documents and information received strictly confidential. They may only be disclosed to third parties with our express consent. The obligation to preserve confidentiality shall also apply after this contract has been fulfilled. It shall only expire if and to the extent that the manufacturing knowledge contained in the figures, drawings, calculations and other documents provided has become generally known or was already demonstrably known to the Supplier at the time of notification within the meaning of sentence 1. Special nondisclosure agreements and statutory regulations on the confidentiality of information remain unaffected.
Insofar as the security rights to which we are entitled in accordance with paragraph (1) and/or paragraph (2) exceed the purchase price of all our goods subject to retention of title that have not yet been paid for by more than 10%, we shall be obliged to release the security rights at our discretion at the Supplier’s request.

§ 11 Integrity – Accident Prevention

By accepting our order and with its counteroffer, the Supplier confirms in each case that their company and their employees are not listed on a sanctions list, in particular not on one of the sanctions lists based on Regulations no. (EC) 2580/2001, (EC) 881/2002, (EU) no. 208/2014 and (EU) no. 269/2014 and in their respective updated versions at the time of acceptance of the order or counteroffer, and that staff employed by the Supplier are regularly reviewed in this respect.
When executing the order, the Supplier shall apply the applicable accident prevention regulations, generally recognized rules of technology and safety engineering. When working/staying on our factory premises and in our buildings, the Supplier is obliged to observe our rules of conduct in addition to the relevant laws and official legal regulations, in particular insofar as they relate to the safety and health of staff, environmental protection, the transportation of dangerous goods and fire protection. The Supplier or their employees shall be instructed of these rules of conduct and shall be obliged to sign a corresponding certificate of instruction before visiting the relevant sites.

§ 12 Quality Assurance – Environmental Protection

We operate a quality management system in accordance with DIN EN ISO 22163 (IRIS) and intend to motivate our suppliers to do the same. The Supplier undertakes to operate as a minimum a quality management system in accordance with DIN EN ISO 9001 and an environmental management system (or at least based on) EMAS/DIN EN ISO 14001 or to strive to achieve this. We have the right to inspect the Supplier’s management systems at any time after giving prior notice. The Supplier shall permit us to inspect certification and audit reports and also any test procedures that have been carried out. We also conduct permanent supplier assessment. The Supplier is aware that we automatically process personal and quality-related data about the Supplier to this end. We undertake to comply with the relevant data protection regulations.

§ 13 Miscellaneous

The exclusive – also international – place of jurisdiction for disputes arising from these GTCP and all legal and contractual relationships between us and our Supplier is our registered office in Oberhausen. However, we shall also be entitled to bring an action against the Supplier at the court with local jurisdiction for the Supplier and at the place of performance of the delivery obligation in accordance with these GTCP or an overriding individual agreement.
Should one or more provisions of these GTCP be or become null and void, invalid or unenforceable in whole or in part, this shall not affect the validity of the remaining provisions of these GTCP. The void, invalid or unenforceable provision shall be replaced by a valid and enforceable provision that comes closest to the economic intent and purpose of the void, invalid or unenforceable provision. The same applies to any omissions in these GTCP.
These GTCP and all legal and contractual relationships between us and the Supplier shall be governed exclusively by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the United Nations Convention on Contracts for the International Sale of Good.