General purchasing conditions

Glashütte Limburg Leuchten GmbH + Co. KG

I. Scope and form

(1) The present general purchasing conditions apply for all business relationships with our business partners and suppliers ("Sellers"). They only apply if the seller is an entrepreneur (Section 14 BGB), a legal entity under public law or a public-law special fund.

(2) The general purchasing conditions apply in particular for contracts concerning the sale and/or delivery of movable property ("goods"), regardless of whether the seller manufactures the goods itself or purchases the goods from suppliers (Sections 433, 650 BGB). Unless otherwise agreed, the general purchasing conditions apply according to the valid version at the time of the buyer's order as a framework agreement for similar contracts in the future without requiring express reference in each individual case.

(3) These general purchasing conditions apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the seller will only become part of the contract if and insofar as we have expressly consented to their validity in writing. This requirement of consent applies in all cases, for instance if we accept the seller's deliveries without reservations despite having knowledge of the seller's general terms and conditions.

(4) Individual agreements made with the seller in individual cases (including ancillary agreements, amendments and modifications) always have priority over these general purchasing conditions. The content of such agreements, subject to proof to the contrary, is determined by a written contract or our written confirmation.

(5) Legally relevant declarations and notifications made by the supplier with respect to the contract (e.g. setting deadlines, warning notices, declarations of withdrawal) must be made in writing, that is, in written or text form (e.g. letter, e-mail). Legal form requirements and the need to furnish additional proof remain unaffected, particularly if there are doubts concerning the authentication of the party issuing the declaration.

(6) References to the validity of statutory provisions are only made for clarification purposes. Even without such clarifications, the statutory provisions thus continue to apply unless they are directly modified or expressly excluded in these general purchasing conditions.


II. Contract conclusion and seller obligations

(1) Our order (quotation) is binding upon written submission or confirmation at the earliest. Before acceptance, the seller must inform us of errors and omissions in the order, including the order documents, for the purpose of correction or completion; otherwise the contract will not be concluded.

(2) Any drawings, technical and design specifications or other documents included in our quotation are authoritative concerning the goods to be delivered. The seller must review the dimensions of the drawings before dispatching the goods. If the production of samples has been agreed and the goods to be delivered are therefore the result of a joint development process carried out between us and the seller, we are entitled to change the technical and design specifications of the goods until written release. Deviations from the agreed dimensions, specifications, functions and other properties of the goods are only permitted with our written approval. The seller must communicate any concerns about the contractual dimensions, specifications, functions and other properties of the goods before dispatching the goods. The seller is also obliged to adopt suitable control measures to ensure that

  • measurable properties of the goods, for instance dimensions, galvanic coatings etc. are carried out such that it is sufficient for us to perform random samples during acceptance;
  • the goods comply with the applicable statutory provisions (e.g. RoHS, REACH etc.);
  • interim and final controls conform to the latest technological standards and are not limited merely to random sample inspections;
  • the packaging of the goods does not negatively impact any properties of the goods.

(3) The seller is obliged to accept our order by issuing a written order confirmation (acceptance) within a period of 14 days. (4) The seller ensures that the goods are not encumbered by third-party property rights, in particular that they do not infringe any third-party patents, utility models or design rights, and releases us from all third-party claims owing to the infringement of industrial property rights. This obligation under (4) does not apply if the goods were manufactured according to our specifications.


III. Delivery time and default in delivery

(1) The delivery time we indicate in the order is binding. If the delivery time is not indicated in the order and has not been agreed otherwise, the delivery time will be 4 weeks after conclusion of contract. The seller is obliged to inform us in writing without delay if the seller anticipates an inability to meet the agreed delivery times, regardless of the reasons.

(2) If the seller fails to perform the service or fails to do so within the agreed delivery time or enters into default, our rights are determined by the statutory provisions, in particular our rights to withdrawal and compensation for damages. The regulations in Paragraph 3 remain unaffected.

(3) If the seller enters into default, we may demand flat-rate compensation for default — in addition to any more extensive legal claims — amounting to 1% of the net price per completed calendar week, up to a maximum of 5% of the net price for the delayed goods. We reserve the right to furnish evidence that more extensive damage was incurred. The seller reserves the right to furnish evidence that no damage or significantly less damage was incurred.


IV. Performance, delivery, prices, transfer of risk and default of acceptance

(1) The seller is entitled to engage third parties (e.g. subcontractors) to perform the contractual service owed by the seller unless we oblige the seller to perform the service itself. The seller bears the procurement risk for its services unless otherwise agreed in the individual case (e.g. restriction to existing stock).

(2) Within Germany, delivery is made "freight prepaid" to the location indicated in the order. If the destination is not indicated and not otherwise agreed, delivery must be made to our registered office in Limburg. The respective destination is also the place of fulfilment for the delivery and any subsequent performance (obligation to provide). Any price adjustment clauses of the seller are hereby opposed.

(3) A delivery slip must be enclosed with the delivery stating the date (issue and dispatch), content of the delivery (article number and quantity) as well as our order identifier (date and number). If the delivery slip is absent or incomplete, we are not responsible for delays in processing and payment that occur as a result.

(4) The risk of accidental destruction and accidental deterioration of the goods is transferred to us upon handover at the place of fulfilment. Insofar as acceptance has been agreed, this will be authoritative for the transfer of risk. Apart from this, the statutory regulations of labour contract law also apply accordingly during acceptance. The transfer of risk will still take place even if we are in default of acceptance.

(5) The statutory provisions determine when we enter into default of acceptance. However, the seller must still expressly offer its services to us if a specified or specifiable calendar period has been agreed for an action or cooperative act on our part (for instance the provision of materials). If we enter into default of acceptance, the seller may demand compensation for extra expenses according to the statutory provisions (Section 304 BGB). If the contract concerns a fungible object that is manufactured by the seller (custom production), the seller is only entitled to more extensive rights if we have an obligation to cooperate and we are responsible for the failure to cooperate.


V. Payment conditions

(1) Unless otherwise agreed in the individual case (for instance due to specific packaging or shipping requests), the price includes all services and ancillary services of the seller (e.g. installation, assembly) along with all ancillary costs (e.g. proper packaging, transport costs including any transport and liability insurance). Packaging must be credited against the purchase price in case of freight-free return of goods.

(3) Unless other provisions were made, the agreed price must be paid at our option within 14 days after receipt of goods with a 3% discount or within 60 days net. In case of bank transfer, payment is considered on time if our transfer order is received by our bank before the payment deadline has elapsed; we are not responsible for delays caused by the banks involved in the payment process.

(4) We do not owe any default interest. The statutory provisions determine when we enter into default of payment.

(5) We reserve our legal offsetting and withholding rights, as well as the plea of non-performance. In particular, we are entitled to withhold mature payments as long we still have claims against the seller owing to incomplete or defective services.

(6) The seller only has offsetting and withholding rights with respect to legally established or uncontested counterclaims.


VI. Confidentiality and reservation of ownership

(1) We reserve the property rights and copyrights to figures, plans, drawings, calculations, implementation instructions, product descriptions and other documents. Such documents must exclusively be used for the contractual services and must be returned to us after contractual fulfilment. Documents must be kept secret from third parties even after the end of the contract. The confidentiality obligation only ceases to apply if and insofar as the knowledge contained in the transferred documents has become general knowledge.

(2) The regulation under (1) also applies for substances, software, samples, materials, moulds, tools and other objects that we provide to the seller for manufacture. Such objects, unless they are processed, must be stored separately at the seller's cost and insured against destruction and loss to an appropriate extent.

(3) Any processing, mixing or combining (further processing) of the supplied objects carried out by the seller takes place on our behalf. The same applies for further processing of the delivered goods by us. As a result, we will be considered the manufacturer and ownership of the product will be transferred to us upon further processing at the latest according to the statutory provisions.

(4) Ownership of the goods is transferred to us unconditionally and regardless of payment of the purchase price. However, if we accept an offer from the seller for transfer of ownership conditional on payment of the purchase price in the individual case, the seller's reservation of ownership ceases to apply upon payment of the purchase price for the delivered goods at the latest. In the course of ordinary business, we are entitled to resell the goods before payment of the purchase price along with advance assignment of the resulting claim (alternatively, simple reservation of ownership prolonged for resale). In any case, all other forms of reservation of ownership are excluded, in particular any reservation of ownership that is extended, transferred or prolonged for resale.


VII. Defective delivery

(1) Unless otherwise stipulated in the following, the statutory provisions apply for our rights in case of material and legal defects in the goods or other infringements of duty on the part of the seller.

(2) According to the statutory provisions, the seller is liable in particular for ensuring that the goods meet the agreed quality upon transfer of risk to us. Agreed reference samples and sample quantities represent the goods as a whole. In any case, product descriptions that are objects of the respective contract or that are integrated into the contract in the same way as these general purchasing conditions, particularly by designation or reference in our order, are considered to be agreements concerning quality. It makes no difference whether the product description is provided by us, the seller or the manufacturer.

(3) By way of derogation from Section 442 (1) Sentence 2 BGB, we are entitled to defect claims without restriction even if we were unaware of the defect when concluding the contract due to gross negligence.

(4) The statutory regulations for the commercial duty of examination and notification of defects (Sections 377, 381 HGB) apply subject to the following condition: Our duty of examination is restricted to defects that are evident during our incoming goods inspection upon external assessment, including review of delivery papers (e.g. transport damages, incorrect deliveries or shortfalls in delivery) or that are detected during our quality controls carried out as random samples. Insofar as acceptance has been agreed, there is no duty of examination. Otherwise the decisive factor is the extent to which an examination is feasible considering the circumstances of the individual case based on the ordinary course of business. Our duty of notification concerning defects discovered at a later time remains unaffected. Notwithstanding our duty of examination, our complaint (notification of defects) will be deemed as given without delay and in good time if it is sent within 5 working days after detection, or after delivery in case of evident defects.

(5) Subsequent performance also includes dismantling the defective goods and renewed installation insofar as the goods were installed or attached to another object based on their nature and purpose of use; our legal claim to compensation for relevant expenses remains unaffected. The seller will bear the costs for review and subsequent performance even if it is determined that no defects were actually present. Our liability for damages owing to unjustified requests for the rectification of defects remains unaffected; however, we are only liable in this regard if we recognised that no defect was present or failed to recognise this out of gross negligence.

(6) Notwithstanding our legal rights and the regulations in Section 5, the following applies: If the seller fails to fulfil its obligation of subsequent performance, at our choice by eliminating the defect (rectification) or by delivering a defect-free object (replacement) within an appropriate deadline set by us, we may eliminate the defect ourselves and request compensation from the seller or an appropriate advance for the necessary expenses involved. If the seller's attempt at subsequent performance is unsuccessful or unreasonable for us (for instance due to particular urgency, endangerment of operational safety or impending occurrence of disproportionate damages), no deadline is required. We will inform the seller of such circumstances without delay, in advance where possible.

(7) Otherwise, in case of material or legal defects, we are entitled to reduce the purchase price or withdraw from the contract according to the statutory provisions. According to the statutory provisions, we are also entitled to compensation for damages and expenses.


VIII. Supplier's recourse

(1) In addition to defect claims, we are also entitled to our legal recourse claims within a supply chain (supplier's resource according to Sections (445a, 445b, 478 BGB) without restriction. In particular, we are entitled to request the seller to provide the same type of subsequent performance (rectification or replacement) that we owe our customer in the individual case. Our legal right of choice (Section 439 (1) BGB) is not restricted by this.

(2) Before we acknowledge or fulfil a defect claim asserted by our customer (including expense compensation pursuant to Sections 445a (1), 439 (2) and (3) BGB), we will notify the seller and request a written statement briefly outlining the circumstances of the case. If no substantiated statement is provided within an appropriate period and no mutual solution is reached, the defect claim that we actually granted will be owed to our customer. In this case, the seller is responsible for providing proof to the contrary.

(3) Our claims to supplier's recourse also apply if the defective goods were further processed by us or by another subcontractor, for instance by installation in another product.


IX. Producer liability

(1) If the seller is responsible for product damages, the seller must release us from third-party claims to the extent that the cause lies within the seller's sphere of control and organisation and the seller would be liable to third parties.

(2) As part of its release obligation, the seller must compensate expenses pursuant to Sections 683, 670 BGB that arise from or in connection with third-party claims, including recall initiatives carried out by us. As far as possible and reasonable, we will inform the seller concerning the content and scope of recall initiatives and allow the seller to make a statement. More extensive statutory claims remain unaffected.

(3) Only if this is expressly provided in our order (quotation), the seller must conclude and maintain a product liability insurance policy with a lump sum coverage amount of at least 5 million euros per personal injury/material damage.


X. Period of limitation

(1) The reciprocal claims of the contracting parties lapse according to the statutory regulations unless otherwise agreed in the following.

(2) By way of derogation from Section 438 (1) No. 3 BGB, the general period of limitation for defect claims is 3 years after transfer of risk. Insofar as acceptance has been agreed, the period of limitation begins upon acceptance. The 3-year period of limitation applies accordingly for claims owing to legal defects, whereby the statutory limitation period for third-party rights in rem to the restitution of property (Section 438 (1) No. 1 BGB) remain unaffected. Furthermore, claims owing to legal defects do not lapse as long as the third party is still able to assert the right against us, in particular if the right has not lapsed.

(3) The limitation periods under sales law including the above extension apply for all contractual defect claims as prescribed by law. If a defect also entitles us to non-contractual damage claims, the regular legal limitation period will apply (Sections 195, 199 BGB) unless applying the limitation periods under sales law results in a longer limitation period for the individual case.


XI. Choice of law and place of jurisdiction

(1) The laws of the Federal Republic of Germany apply to these general purchasing conditions and the contractual relationship between us and the seller, to the exclusion of uniform international law, in particular the UN Convention on the International Sale of Goods.

(2) If the seller is a merchant within the meaning of the Commercial Code, a legal entity under public law or a public-law special fund, the exclusive place of jurisdiction for all disputes arising from this contractual relationship, including international matters, is our registered office in Limburg an der Lahn. The same applies accordingly if the seller is an entrepreneur within the meaning of Section 14 BGB. However, we are also entitled in any case to initiate legal proceedings at the place of fulfilment for the delivery obligation according to these general purchasing conditions or a higher-priority individual agreement, or at the seller's general place of jurisdiction. Higher-priority statutory provisions, particularly provisions concerning exclusive jurisdiction, remain unaffected.

Dated: 1/2019