Lohmann's Terms & Conditions

Lohmann Neuwied and Remscheid/Germany

Version of 14 May 2018

Note: The terms and conditions have been reviewed and adjusted in accordance with the requirements of the General Data Protection Regulation

Terms of Purchase

General

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.

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).
Packaging

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.

Terms of supply and payment Lohmann GmbH & Co. KG

Lohmann Neuwied and Remscheid/Germany

Here you can find the Terms of Supply and Payment

Amended version: 14 May 2018

Note: The terms and conditions have been reviewed and adjusted in accordance with the requirements of the General Data Protection Regulation

Terms of Supply and Payment

General

These Terms of Delivery and Payment form an integral part of all of our commercial/business quotations and contracts. They also apply to existing and future business relationships. No further reference to these Terms of Delivery and Payment will be necessary if future orders are placed.

Contradictory standard terms and conditions, in particular terms of purchase, are hereby expressly rejected with respect to commercial/business transactions. They will only apply if approved by us in writing. Deviating agreements, in particular ones reached verbally, will likewise only be binding if confirmed by us in writing.

Conclusion of a contract will not fail due to contradictory standard terms and conditions.
Offer and Acceptance

Our quotations are not binding but must be seen as invitations to Customer to submit a binding offer. The contract is concluded by Customer’s order (offer) and our acceptance. In case the acceptance differs from the offer, such acceptance constitutes a new non-binding offer by us.

Sale prices will only be regarded as fixed if they have been accepted in writing. The prices from our last price list in force on the day of dispatch will be charged unless otherwise agreed. Unless otherwise indicated, all prices are net prices in euros and subject to these terms of delivery.

Samples, patterns, oral hints, recommendations other documentation etc. and information in the form of e.g. photographs, drawings and statements of dimension or weight are only approximate and not binding unless an express written assurance/ guarantee has been supplied.

Any order with a net sales-price of less than 500 Euro shall be due to an additional service fee of 75 Euro.
Place of Performance; Delivery

For both contracting parties place of performance is 56567 Neuwied, Germany or the location of our delivering branch.

We reserve the right to make partial deliveries and deliveries of greater or lesser quantities, as long as it is not unreasonable to expect the Customer to accept this. The burden of proving that it is unreasonable is on the Customer. Unless otherwise agreed, invoices will be adjusted pro rata. For the purpose of these terms any partial delivery will be regarded as filling a specific order.

Delivery dates are not binding unless expressly specified to be so, but we will do our best to adhere to them.

If not otherwise agreed, we are entitled to ship the goods. Shipment will be executed the cheapest way on Customer’s costs and risk.

Beside this, delivery shall be effected as agreed in the contract in which General Commercial Terms shall be interpreted in accordance with the INCOTERMS in force on the date the contract is concluded.

Delivery „free destination“ or „free to store“ shall mean delivery without unloading, subject to the availability of a suitable approach road. The Customer must unload the goods immediately and in an appropriate manner. Waiting time will be charged to the Customer.

In the case of delivery by rail or in commercial transport vehicles or by other transport providers the Customer has to deal with the necessary formalities for the carrier.
Compliance with legal requirements

Unless specifically agreed otherwise, Customer is responsible for compliance with all laws and regulations regarding import, transport, storage and use of the goods.
Unforeseeable events, Force Majeure

Unusual, unforeseeable events, in particular force Majeure, war, actions taken by sovereign powers, labour disputes, traffic hold-ups, production-breakdown, machine-damages, shortages of raw materials etc., of which we have notified the Customer, will release us from our obligation to deliver for as long as they continue to apply plus a reasonable additional start-up period. We will have no obligation to pay damages or other compensation to the Customer, in particular for delay, impossibility or other temporary non-performance, and such events will entitle us to terminate the contract to the extent that we have not yet fulfilled. The aforementioned will not apply to the extent that we are responsible for causing the events concerned.
Complaints; Warranty; Liability; Culpability

In the case of commercial/business transactions, the Customer must submit an immediate written complaint about all visible defects immediately on receipt of the goods concerned and in any case before processing or combination.

The Customer has to record and document any defects in a suitable form. In particular he is obliged to do his best to make detailed notes of damage suffered during transport on the shipping documents at the time of delivery and take photographs of the damage. Furthermore, Customer must keep the goods concerned available for inspection by us/our insurers, unless it is unreasonable to expect this of the Customer in an individual case. The Customer must indemnify us against any disadvantages suffered by us as a result of a failure to fulfil this obligation for which the Customer is responsible, in particular if our insurer justifiably refuses to pay insurance benefits.

In the case of commercial/business transactions, customary breakages and losses and negligible deviations from performance specifications may not be made the subject of complaint. In no case may guarantee or liability claims be made on the basis of normal wear and tear resulting from use.

In the case of commercial/business transactions, a guarantee period of one (1) year will apply except in cases where we are liable for deliberately caused loss.

Only such characteristics can be deemed as assured that are expressively so called in the contract or which will be clearly and doubtless identified in the contract as assured. Oral agreements will only be binding if repeated in the written contract or being confirmed in writing. The expression “as before” does only relate to the good and packaging but not to the price.

Within commercial/business transactions, we will, if a complaint is made within the time permitted and confirmed by us to be justified, be entitled to remedy either by supplying a replacement or carrying out rework or to take back the goods complained about and reimburse the purchase price. We will be entitled to make two attempts to remedy. Damages may only be claimed in the case of commercial/business transactions if it is unreasonable to expect the Customer to accept a reduction of the purchase price or a cancellation of the contract.

A reference to recognised standards or another form of description of the goods generally represents a more detailed designation of the goods concerned and does not represent any assurance or guarantee of characteristics, unless such an assurance/ guarantee has been expressly agreed. Statements with regard to particular characteristics of goods, even if they are made on the basis of our test results, or instructions for use supplied by us do not relieve the Customer of his obligation to test the goods himself.

We will be fully liable for culpable acts or omissions by our legal representatives, executive staff and vicarious agents in case of deliberately caused loss or gross negligence. In case of slight negligence we will only be liable for these if substantial contractual obligations are breached and that case only for foreseeable losses typical of the type of contract concerned. The above restriction does not apply to injuries to life, limb or health.
Returns

Returns of any kind, also in case of transportation damages, are only permitted with our prior written approval. Special models, opened packages and non sellable goods are excluded from any return.
Payments; Discount; Special Right to Cancel; Offsetting and Withholding

If not otherwise agreed payments are due on receipt of the invoice. Net payment must be made within 30 days from the date of the invoice.

Payment by cheque or bill of exchange will only be accepted on account of payment and is subject to our approval. In principle, we do not accept bills of exchange with a term of more than three months. Any bank, discounting or collection charges have to be reimbursed.

Our invoices will be regarded as accepted unless an objection is raised in writing within 30 days of the invoice date. Interest will be charged according to the statutory rate for such interest. The right to claim compensation for further damages/losses will remain reserved.

If a cash discount is agreed, such discount may only be applied to the value of the goods excluding freight costs. A discount may only be applied if no other invoice payments are due on Customer‘s account.

In the case of late payment or the non-acceptance of a bill or cheque we will be entitled to make further deliveries only subject to advance payment, to require the immediate payment of all outstanding invoice amounts, including ones for which an extension has been granted, and to return any bills/cheques given on account of payment and demand cash payment or the provision of securities in their place.

Receiving information regarding Customer’s payment difficulties or having good reason to assume that Customer will not be in the position to fulfil his obligations or in case Customer applies for an insolvency proceeding or such insolvency proceeding has been stated, we will be entitled to terminate the contract. The Customer cannot claim any damages due to such termination.

Failure to accept the agreed quantity on the delivery date or failure to meet payment obligations will cease Customer‘s right to receive further deliveries, without being necessary to set an extended deadline or a warning of rejection which may be required by legal regulations and without prejudice to our right to require acceptance even after the due date. Possible further claims on our part, in particular claims to damage compensation shall remain unaffected.

Offsetting are excluded except on the basis of claims which are undisputed or legally decided as final and binding. The same applies to any withholding right caused by another contract.
Reservation of title

Until all of our other claims against the Customer, whatever their legal basis may be, are satisfied, the following securities shall be granted to us. If required we will, at our sole discretion, release some or all of these securities to the extent that their value persistently exceeds the value of our claims by more than 20%:

Goods delivered will remain our property. Processing or transformation will always be done on our behalf, without imposing any obligation on us. If our (joint-)title is no longer valid due to combination or mixing, it is hereby agreed that a share of the Customer‘s (joint-)title to the resulting item, corresponding to the ratio of the invoice value of our goods to the invoice value of the resulting item, will pass to us. The Customer will store our (joint-)property free of charge. Goods to which we have (joint-) title are referred to below as „goods subject to reservation of title“.

The Customer is entitled to process or sell goods subject to reservation of title in the normal course of business. The goods may not be pledged or assigned as security. The Customer hereby assigns to us with immediate effect all claims relating to goods subject to reservation of title and arising out of their sale or on another legal basis in their entirety as a security. We hereby grant the Customer revocable authority to collect claims assigned to us in his own name and for our account. If so required by us, Customer will reveal the assignment and supply us with the necessary information and documents.

If third parties attempt to assert rights over goods subject to reservation of title, the Customer will inform them of our title and notify us immediately. Costs and damage due to such actions shall be borne by the Customer.
Secrecy; Title to Materials; Industrial Property Rights

The Customer must respect commercial and technical details that come to its knowledge in connection with an order as business secret and treat them confidential.

Drawings, models, tools, samples, matrices and other materials supplied to the Customer by us are our property and may not be used for other commercial purposes, duplicated, sold, pledged or made accessible to third parties in any other way without our prior written approval. The Customer will store these materials for us free of charge, insure them as third-party property and return them to us on its own initiative immediately after the order has been fulfilled.

In particular, we reserve all relevant industrial property rights and all patents and copyrights, concerning all illustrations, drawings, calculations and other documentation produced by us. Documents etc. may only be used for the purposes of the contract concerned and have to be returned to us immediately at any time at our request.

Tools will be charged total or proportionally and shall remain our property.

Our trademarks and brands, as well as our registered trademarks may not be used without our explicit permission.
Storage of Data

We are entitled to store data relating to the Customer subject to the requirements of the General Data Protection Regulation in its current version.
Legal Venue; Jurisdiction

For commercial/business transactions the exclusive legal venue for all disputes arising directly or indirectly out of the contract, including actions relating to bills of exchange or cheques, shall be 56567 Neuwied, Germany or the location of the delivering branch.

The legal relationship between us and the Customer is exclusively subject to German law. Provisions, in particular those of international private law, which could result in the application of other laws, are hereby expressly excluded. The provisions of the United Nations Convention Relating to a Uniform Law on the International Sale of Goods are also expressly excluded.
Validity of terms

Should individual provisions of these Terms of Delivery and Payment be legally invalid, this does not affect the validity of the remaining provisions.