General terms and conditions of purchase No.: 01/2018
of the company, Leifeld Metal Spinning AG (hereinafter referred to as: “Leifeld”)
1. These General Terms and Conditions of Purchase No.: 01/2018 shall apply exclusively to the entire business relationship between Leifeld and the seller/supplier (hereafter referred to as the “Supplier”). Other sales conditions or miscellaneous General Terms and Conditions of the Supplier are hereby expressly excluded. They shall not be applied. Leifeld shall be entitled to alter its General Terms and Conditions of Purchase No.: 01/2018 with effect for the entire future business relationship with the Supplier after submitting corresponding notification. The Supplier shall acknowledge their exclusive validity upon the first delivery under the available conditions of purchase.
2. If there is a framework agreement between the Supplier and Leifeld, these General Terms and Conditions of Purchase shall apply to both this framework agreement and to the individual order.
3. Only orders that have been placed in writing shall be binding on Leifeld. Oral agreements (made by telephone) shall require written confirmation by Leifeld.
4. The creation of offers, drafts or the like shall be free of charge for Leifeld.
5. Documents or other means of production such as templates, constructions, drawings, models, tools, technical specifications or the like, which are made available to the Supplier or which Leifeld pays the Supplier for, shall remain the property of Leifeld and may only be used for deliveries to Leifeld. Like the goods produced after or with them, they may neither be passed on to third parties nor used for the Supplier’s own purposes. They are to be kept secret and must immediately be handed over to Leifeld in perfect condition without retaining copies, individual pieces or the like, as soon as the order is completed. Constructions and construction drawings are to be handed over in the required file format.
II. Prices, Payment Conditions, Delayed Payment
1. The agreed prices shall, in principle, comprise free delivery to the place of receipt specified by Leifeld, including freight, packaging and ancillary costs. Unless otherwise agreed, Leifeld shall only assume the cheapest freight costs for non-free delivery. If the price has not been agreed to include packaging, the packaging may only be invoiced at cost price. Reusable packaging such as boxes, containers, etc. shall be returned to the Supplier by Leifeld, postage free, and are to be credited to the full invoice value. Other packaging or filling material such as wood wool, paper, etc. must not be invoiced.
2. Price increase reservations shall require the express written consent of Leifeld.
3. Unless otherwise agreed, the invoices shall be paid by Leifeld either within 14 days with a deduction of 3% discount or within 30 days without deduction.
4. The payment and discount periods shall begin upon receipt of the invoice, but not prior to receipt of the goods or, in the case of services, not before they have been rendered and, insofar as documentation or similar papers form part of the scope of services, not before their contractual transfer to Leifeld.
5. Payments can be made by check or bank transfer, whereby it shall be sufficient if the check is sent by post on the due date or if the transfer was instructed at the bank on the due date.
6. In the case of delayed payment, the receipt of an invoice or other payment schedule cannot be replaced by the receipt of the purchased item. The default interest rate shall be 2.5 percentage points above the base interest rate.
7. Leifeld may assert the rights of set-off and retention to the extent permitted by law.
III. Delivery times, scope of delivery, passing of risk
1. Agreed delivery dates and deadlines shall be binding; Imminent delivery delays must be reported to Leifeld immediately. Leifeld’s right to withdraw from the agreement shall remain reserved.
2. The legal claims existing at the time of default of delivery cannot be excluded. The supplier shall be in default of delivery without the need for any special initiation or reminder by Leifeld.
3. Partial deliveries shall only be permitted with the express consent of Leifeld; Excess or short/incomplete shipments shall only be permitted within the scope of normal commercial practice.
4. The Supplier shall bear the risk of accidental loss and accidental deterioration until delivery of the goods at the destination point. The deliveries are not to be insured by the Supplier against transport damage, since Leifeld is a customer which is exempted from/has waived the Supplier’s forwarding insurance, as Leifeld has its own insurance cover/contract.
IV. Weight and quantity determination
The measures, weights and quantities ascertained in our plant after receipt of the goods shall be the determining factor.
V. Reservation of ownership
1. In the case of the Supplier’s existing reservation of ownership rights, ownership of the goods shall pass to Leifeld upon payment. Other types of reservation of ownership, such as the extended reservation of ownership, the so-called current account reservation and/or corporate/group reservation of title shall not apply. 2. Section 449, paragraph 2 of the German Civil Code is not mandatory.
VI. Warranty, compensation for damages, statutory limitation
1. The delivery must be free of material and legal defects and must comply with the recognized rules of engineering and the contractually agreed properties, standards, security, occupational safety, accident prevention and other regulations.
2. In the event of a defect, Leifeld shall be entitled to the statutory rights and claims.
3. The statutory limitation period for claims for defects is two years. All parts that become unusable or defective after being successfully put into operation within this period or within a specifically agreed warranty period as a result of material, manufacturing and construction errors, shall be replaced by the Supplier immediately at its own expense or all the defects and damages shall be rectified at its own cost. The Supplier shall be liable for all consequential damages. In urgent cases or if the Supplier defaults on his obligations, we shall be entitled to procure the replacement or repair of such defective parts at its own expense.
4. Leifeld must examine the delivery for any defects within a reasonable period of time and, if necessary, file a complaint against the Supplier. The complaint shall be deemed to have been made in a timely manner if it reaches the Supplier within a period of fourteen working days, calculated from receipt of the goods or, in the case of hidden defects, from the time of discovery. If it is not possible to check the delivered goods promptly for certain reasons, the goods will only be received under the proviso of all warranty rights.
5. If the Supplier has made declarations regarding the origin features of the delivery, it shall be obliged to rectify the damage that ensues from the declared origin not being approved due to e.g. incorrect certification or the lack of a verification option. This liability shall only apply to the Supplier in the case of culpable behaviour or in the absence of a guaranteed feature.
6. The Supplier shall be obliged to exempt Leifeld from legal claims made by domestic and foreign third parties arising from domestic or foreign patents, utility models, copyrights or other rights with respect to the goods to be delivered, or in the case of such claims by third parties, to rectify the damage caused to Leifeld. This shall also include legal costs, indemnity payments as well as any rebuilding and reconstruction work.
VII. Place of fulfilment, jurisdiction, applicable law
1. Unless otherwise contractually agreed, the place of fulfilment for the payment and delivery shall be the registered office of Leifeld, Ahlen / Westfalen.
2. If the Supplier is a businessman, a legal entity under public law or a special fund under public law, Leifeld’s registered office shall be the place of jurisdiction for all legal disputes, including within the context of claims being asserted for payments of a bill of exchange or a check; cases against Leifeld can only be lodged there.
3. The law of the Federal Republic of Germany shall exclusively apply to the exclusion of international private law, unified international law, and to the exclusion of UN sales law.
VIII. Legal validity, data protection
1. Any changes or supplements to the agreement by the Supplier shall require written confirmation from Leifeld to be valid; this shall also apply to a deviation from the contractual written form requirement itself.
2. Legally relevant declarations of intent by the Supplier, such as terminations, notices of cancellation, or claims for damages shall only be valid if they are made in writing.
3. In processing the order, Leifeld shall process and store the Supplier’s data which it obtains in connection with the business relationship, even if it comes from third parties, in accordance with Article 28 (3) of the General Data Protection Regulation (GDPR) or have it processed and stored by third parties commissioned by Leifeld within the meaning of the Federal Data Protection Act. More about our processing/storage of your personal data can be found in our data protection declaration https://leifeldms.com/datenschutz/
IX. Severability clause
1. Should one of the provisions of these General Terms and Conditions of Purchase be or become ineffective, this shall not affect the validity of the remainder of the agreement. The ineffective provision shall be replaced by a provision that reflects the intention of the parties, otherwise statutory regulations shall apply. In no event will the provision in these General Conditions of Purchase be replaced by the General Terms and Conditions of the Supplier.
Status: November 2018