Conditions of Purchase

1. General Information
Our Conditions of Purchase shall apply to any and all purchase
orders. Any deviating terms and conditions employed by the
contractor shall only apply if we recognize them expressly in
writing. They will also have no effect even if we fail to
contradict them in individual cases. Acceptance of deliveries,
services or payment of such shall not be equivalent to
agreement with the general terms and conditions employed by
the contractor.
2. Offers, Purchase Orders, Written Form
2.1 The submission of offers or the preparation of cost
estimates shall be free of charge. We shall not be responsible
for any costs nor shall we pay any remuneration for visits,
planning and any other advance performance in connection with
the submission of offers to the extent that they do not form the
subject of a separate agreement in individual cases.
2.2 Purchase orders, changes or modifications of such as well as
any other agreements made in connection with the conclusion
of a contract shall be binding in the event that we state or
confirm them in writing.
3. Prices and Discounts
Unless otherwise agreed all of the prices indicated shall be
carriage paid to the place of destination. They shall cover any
and all services and deliveries owed by the contractor for
performance of the respective obligations up to and at the
agreed place of destination.
4. Forwarding Instructions, Origin of Goods
4.1 The recipient shall be provided with a precise dispatch note
/ delivery note for each delivery on the date of dispatch. The
contractor shall be responsible for the consequences of
incorrectly issued consignment notes. Our purchase order
number and the consignee shall be indicated on any forwarding
documents. Transport insurance shall be taken out by the
contractor at the contractor’s own expense unless otherwise
agreed. In the event that delivery involves dangerous goods
which may be subject to special national and / or international
forwarding instructions, then such delivery shall be
correspondingly packaged, marked and dispatched.
4.2 The contractor shall provide us with the corresponding
certificates of origin if the delivery has to comply with the
stipulations on origin of the preferential products agreement of
the European Union.
4.3 The contractor shall take back packaging material at the
place of destination free of charge.
5. Ownership, Industrial Property Rights, Copyright
5.1 Any drawings, samples, formulas or other documents and
aids which we make available to the contractor for the
execution of purchase orders shall remain our property. They
may be only be used in accordance with their intended purpose
and shall be returned to us upon request at any time.
5.2 The contractor shall observe strict secrecy with regard to
any documents, information or provision of materials and any
other know-how to which he has gained access through the
business relationship with us and not transfer or make them
accessible to third parties without our express written consent.
The contractor shall also observe strict secrecy with regard to
any knowledge and results gained through their employment;
however, this provision shall not apply insofar as these have
become accessible to the public without the active involvement
of the contractor. In particular the contractor shall be obliged
to respect our copyrights and other industrial property rights.
Their use shall only be permitted for the contractually agreed
purposes. Products manufactured on the basis of documents,
drawings or models prepared by us, by means of other
materials provided by us or in accordance with our instructions
shall neither be exploited by the contractor nor shall the
contractor allow such products to be exploited by others. The
contractor may neither offer nor deliver them to third parties.
6. Deadlines, Dates
6.1 Compliance with agreed dates and deadlines shall be
determined by receipt of faultless delivery and / or service(s) at
the place of destination and / or successful acceptance insofar as
such is agreed upon or provided for by law.
6.2 The contractor shall be obliged to immediately notify us as
soon as it becomes clear that the agreed dates and / or
deadlines cannot be met on time either in part or as a whole,
while indicating both the reasons and the prospective duration
of the delay. Corresponding notifications provided by the
contractor shall not affect the legal rights and claims to which
we are entitled in the event of default.
7. Contractual Penalty Due to Delay
If a contractual penalty has been agreed and becomes due in the
event of default, then we shall be entitled to apply such until
payment of the invoice for the delayed deliveries or services
without having to reserve this right upon acceptance.
8. Partial, Excess or Short Deliveries
8.1 Partial deliveries or partial performance shall require our
prior written consent. Even if we accept such without prior
consent, this shall neither constitute accelerated maturity of
payment obligations nor agreement with regard to the
assumption of additional transport costs.
8.2 We reserve the right to honor excess or short deliveries in
individual cases. If excess deliveries are made without our prior
approval, then we shall be entitled to refuse acceptance of such
deliveries, to store them at the contractor’s expense or to
return them to the contractor.
9. Bearing the Risk, Acceptance and / or Official
Acceptance, Force Majeure
9.1 The contractor shall bear the risk of accidental perishing
and degradation up to the arrival of deliveries at the place of
destination. If official acceptance is either agreed or prescribed
by law, then the contractor shall bear the risk until successful
acceptance.
9.2 Instances of force majeure (in particular labor dispute
measures) as well as other unforeseeable or uncontrollable
external circumstances shall entitle us to accordingly postpone
acceptance of deliveries and / or services and / or official
acceptance.
9.3 For the remainder we shall be obliged to only accept
deliveries if the latter exhibit the agreed quality characteristics.
10. Invoice, Payment
10.1 Invoices shall be separately submitted in duplicate
following complete delivery free of defects, completion of
service(s) or in the case of performance-related service(s) after
their acceptance for each purchase order while indicating the
respective purchase order data. Invoices without the respective
purchase order number may be returned by us to the
contractor without processing.
10.2 In the absence of any other written agreement payment
shall be made within 14 days following proper invoicing with a
3% discount or net within 30 days. The payment period shall
commence upon receipt of the invoice, however not before
complete fulfillment of the contract and / or acceptance without
defect. Payment shall be regarded as on time if we instruct the
bank to make payment on the last day of the period for
payment and / or send payment via check to the post office.

11. Notice of Defect, Rights in the Case of Defect
11.1 In the event of a commercial duty to examine and / or a
requirement to make a complaint with regard to a defect
immediately upon receipt of the goods, our obligation shall be
limited to examination of the goods for quantity and identity,
apparent transport or packaging damage as well as random
sampling of the goods for their essential characteristics. We
shall immediately and informally report obvious defects to the
contractor or within 14 working days after delivery at the latest
and other defects immediately and informally after their
discovery. The values determined by us during inspection of
incoming goods shall be determining in cases of doubt with
regard to the number of items, weights and measures.
11.2 The contractor shall be obliged to provide deliveries and
service(s) without fault. In particular such deliveries shall exhibit
the agreed quality characteristics, correspond to the intended
purpose, the current state of the art and generally recognized
technical and industrial-medicine-related safety regulations of
the respectively competent authorities and professional
associations and satisfy relevant legal provisions. The respective
requirements shall be fulfilled insofar as items are concerned
which are subject to the German Law on Food and Consumer
Goods. Approval of submitted drawings, samples and other
documents (e.g. papers, programming, etc.) on our part shall
not affect the responsibility of the contractor with regard to
proper performance of contract.
11.3 In the case of defective deliveries and / or service(s) and in
the case of warranty we shall be entitled to assert the legal
rights associated with claims based on defective deliveries and /
or service(s). If we are entitled to warranty claims that go
beyond the legal rights associated with claims based on
defective deliveries, then such claims shall also remain
unaffected. A period of thirty-six months which begins with
delivery and / or performance and / or acceptance, if such is
either agreed or prescribed by law, shall apply to any and all
claims based on defects that are subject to the statute of
limitations. Longer statutory periods of limitation for limitation
of the right of action with regard to a claim and the running of
the statutory period of limitation for warranties shall remain
unaffected.
11.4 If a defect shows up within the period of limitation, then
we shall have the option of demanding subsequent performance
by means of reworking, subsequent delivery and / or
remanufacture within an appropriate period. In urgent cases, if
the contractor is unavailable or where there is the danger of a
disproportionately high amount of damage, we shall have the
right to eliminate defects ourselves or to have such defects
eliminated by third parties at the expense and risk of the
contractor. We shall immediately inform the contractor of such
measures.
11.5 If subsequent performance by the contractor is not
effected within the specified appropriate respite, has failed or if
setting of the deadline proves to be superfluous, then we shall
be entitled to withdraw from the contract and demand payment
of damages instead of performance, replacement of futile
expenditures or reduction in price.
12. Industrial Property Rights of Third Parties
The contractor shall ensure that we will not violate the
copyrights, patents or other industrial property rights of third
parties through the use and / or sale of the contractor’s
deliveries or service(s) according to contract. The contractor
shall indemnify us against any and all claims asserted against us
due to violation of an industrial property right and be
responsible for the costs of safeguarding our rights if such
claims are based on culpable violation of duty by the contractor.
We shall inform the contractor immediately in the event of a
claim.
13. Product Liability, Insurance
13.1 The contractor shall indemnify us against any and all claims
arising out of product liability if such claims are due to a defect
in the delivery and / or service(s) provided by the contractor.
Under the same conditions the contractor shall also be liable
for damages incurred by us in such cases through the type and
scope of required and appropriate precautionary measures, e.g.
public warnings or recalls. Our right to assert our own damage
claim(s) against the contractor shall remain unaffected.
13.2 The contractor undertakes to take out appropriate
insurance against corresponding risks and provide evidence of
such to us by submitting the corresponding insurance policy on
request.
14. Data Protection
We shall be entitled to process and store any and all data
required within the scope of performance of the contractual
relationship with the contractor, even to the extent that
personal data is involved.
15. References / Advertisement
The contractor shall not be authorized to use information with
regard to an intended or existing contractual relationship for
reference or marketing purposes without our written consent.
Photographs taken on our properties or business premises as
well as the use and / or publication of any kind shall be
prohibited without our written consent.
16. Passing on Purchase Orders, Assignment, Setoff
16.1 The contractor may permit the execution of purchase
orders or essential parts thereof to be carried out by third
parties only after obtaining our prior written consent.
16.2 The contractor shall be entitled to transfer any claims
against us or to have such collected by third parties only with
our prior written consent unless they involve claims that are
the subject of a declaratory judgment or are undisputed.
16.3 We shall contradict retention of title provisions on the
part of the contractor insofar as they go beyond simple
retention of title. In individual cases they shall require prior
written agreement. Should subcontractors nevertheless assert
property rights, joint ownership or rights of lien and / or have
execution measures carried out against us, then we in turn shall
assert claims against the contractor for any and all damages
incurred as a result.
17. Place of Performance, Applicable Law, Venue
17.1 The place of performance for any and all obligations on
the part of the contractor shall be the place of destination;
however, the place of performance for payments for Licatec
GmbH Licht- und Kabelführungssysteme, 50226 Frechen shall
always be Kerpen, for Licatec GmbH Leuchtenbau und
Kabelführungssysteme, 09618 Brand-Erbisdorf shall always be
Freiberg, for Licatec Profilextrusion GmbH, 58285 Gevelsberg
shall always be Hagen and for Licatec Produktions GmbH,
09618 Brand-Erbisdorf shall always be Freiberg.
17.2 German law shall apply. Application of the regulations of
the United Nations (Vienna) Convention on Contracts for the
International Sale of Goods (CISG) from April 11, 1980 shall be
excluded.
17.3 Place of jurisdiction for Licatec GmbH Licht- und
Kabelführungssysteme, 50226 Frechen shall be Kerpen, for
Licatec GmbH Leuchtenbau und Kabelführungssysteme, 09618
Brand-Erbisdorf shall be Freiberg, for Licatec Profilextrusion
GmbH, 58285 Gevelsberg shall be Hagen and for Licatec
Produktions GmbH, 09618 Brand-Erbisdorf shall be Freiberg.