New Telephone Numbers

Main Office
+49 (0) 2331 910 68-0

 

Managing director:
Peter Plobst
+49 (0) 2331 910 68-10

 

Application engineering / QW:
Katrin Wiebelhaus
+49 (0) 2331 910 68-30

 

Distribution:
Bettina Westig
+49 (0) 2331 910 68-28

 

Technique / Purchasing:
Andreas Rinke
+49 (0) 2331 910 68-23

 

Privacy Policy
H. D. Lenzen Bandverzinkung GmbH & Co. KG
www.hdlenzen.de

Thank you for your interest in our website. The protection of your privacy in the processing of personal data and the security of all business data are important matters that we consider in our business processes. Here we will inform you in detail about the handling of your data.

RESPONSIBLE ACC. ART. 4 ABS. 7 EU DATA PROTECTION REGULATION (GDPR)

H. D. Lenzen Bandverzinkung GmbH & Co. KG
Sedanstraße 41
58089 Hagen
Germany
Fon: +49 (0) 2331 / 385 78-0
Fax: +49 (0) 2331 / 181 856
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Webseite: www.hdlenzen.de

DATA PROTECTION OFFICER OF THE PERSON RESPONSIBLE

Dr. Rolf W. Schadowski
E-Mail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Fon: +49 (0) 241 / 446 88 25

§ 1 LEGAL BASIS FOR THE PROCESSING OF PERSONAL DATA

(1) As far as we obtain the consent of the data subject for the processing of personal data, Art. 6 para. 1 lit. a EU Data Protection Regulation (GDPR) serves as the legal basis.

(2) Art. 6 para. 1 lit. b GDPR serves as the legal basis for the processing of personal data required for the performance of a contract, whose party is the data subject. This also applies to processing operations, which are necessary to carry out pre-contractual actions.

(3) As far as the processing of personal data is required to fulfil a legal obligation to which our company is subject, Art. 6 para. 1 lit. c GDPR serves as the legal basis.

(4) If essential interests of the data subject or of another natural person require the processing of personal data, Art. 6 para. 1 lit. d GDPR serves as the legal basis.

(5) If the processing of personal data is necessary to safeguard a legitimate interest of our company or of a third party and if the interests, fundamental rights and freedoms of the data subject do not outweigh the former interest, Art. 6 para. 1 lit. f GDPR will serve as the legal basis for the processing.

 

§ 2 DATA ERASURE AND STORAGE DURATION

(1) The personal data of the data subject will be deleted or blocked as soon as the purpose of storage is cancelled.

(2) Furthermore, data may be stored if this has been provided by the European or national legislator in EU regulations, laws or other provisions to which the person responsible is subject.

(3) The data will also be blocked or deleted if a storage period prescribed by the standards expires, unless further storage of the data is required for the conclusion or the performance of a contract.

 

§ 3 INFORMATION ON THE COLLECTION OF PERSONAL DATA

(1) In the following, we will inform you about the collection of personal data when using our website. Personal data are all data that can be referred to you personally, e.g. name, address, e-mail addresses, user behavior.

(2) When you contact us by e-mail or via a contact form, the data you provide (your e-mail address, if applicable your name and your telephone number) will be stored by us to answer your questions. We delete the data arising in this context after the storage is no longer necessary or limit the processing if statutory obligations of retention exist.

(3) If we make use of contracted service providers for individual functions of our offer or if we would like to use your data for advertising purposes, we will inform you in detail about the respective processes as outlined. We also specify the defined criteria concerning the storage period.

Collection of personal data when you visit our website
When using the website for information purposes only, i.e. if you do not sign up or otherwise provide us with information, we will only collect those personal data that your browser transmits to our server. If you would like to view our website, we will collect the following data, which are technically necessary for us to display our website to you and to guarantee stability and security (legal basis for this is Art. 6 Para. 1 S. 1 lit. f GDPR):

  • IP-Adress
  • Hostname
  • Date and time of the request
  • Time zone difference to Greenwich Mean Time (GMT)
  • Content of the request (concrete page)
  • Access status/ HTTP status code
  • The amount of data transferred in each case
  • The website the request comes from (referrer)
  • Those pages of our website, that you specifically have visited
  • Browser: type, version and set language
  • Operating system: type and version
  • If JavaScript is activated, we will also collect the following data
    • Screen resolution
    • Color depth
    • Size of browser window
    • Installed browser plugins

 

Use of Cookies
(1) In addition to the data, cookies are stored on your computer when you use our website. Cookies are small text files that are stored on your hard disk in the browser you use and through which certain information flows to the place that sets the cookie. Cookies cannot run programs or transmit viruses to your computer. They serve to make the Internet offer more user-friendly and effective order in general.

(2) This website uses the following types of cookies, the scope and functioning of which are explained below:

  • Transient Cookies (b)
  • Persistent Cookies (c)

 
b) Transient cookies are automatically deleted when you close your browser. This particularly includes the session cookies. These store a so-called session ID, with which different requests of your browser can be assigned to the common session. This will allow your computer to be recognized when you return to our website. Session cookies are deleted when you log out or close your browser.

c) Persistent cookies are automatically deleted after a specified period, which may vary depending on the cookie. You can delete cookies at any time in the security settings of your browser.

d) You can configure your browser settings according to your preferences and you can, for example, refuse the acceptance of third party cookies or all cookies. "Third Party Cookies" are cookies that have been set by a third party and therefore not by the actual website you are currently visiting. Please note that you may not be able to use all functions of this website in the latter case.

e) We will use cookies to be able to identify you for follow-up visits if you have an account with us. Otherwise you will have to log in again each time you visit our website.

 

§ 4 FURTHER FUNCTIONS AND OFFERS OF OUR WEBSITE

(1) In addition to the purely informational use of our website, we offer various services, which you can use if you are interested. If this is the case, you must usually provide further personal data, which we use to perform the respective service and to which the data processing principles apply. Mandatory fields are marked with an asterisk. Providing information in fields not marked in this way is optional.

(2) When you contact the service provider by e-mail or via the contact form, we store your e-mail address and, if you specify this, your name and your telephone number will be stored by us to be able to answer your questions.

(3) In some cases, we use external service providers to process your data. These have been carefully selected and commissioned by us, they are bound by our instructions and are regularly checked.

(4) If our service providers or partners are based in a country outside the European Economic Area (EEA), we will inform you of the consequences of this circumstance in the description of the offer.

 

§ 5 RIGHTS OF THE DATA SUBJECT

Below you will find information on your rights as a person concerned according to Art. 15 GDPR. You can exercise these rights at any time and you can contact us directly. If you demand these rights from us, we will examine them in detail, considering the related legal requirements and restrictions. In this context, we may ask you for further information. We will explain the results of our examination and our procedure for fulfilling your request. It is possible that we may not be able to meet your wishes completely in the manner you request.

This does not intend to prevent you from claiming your rights from us or from asking us about them. We will be glad to answer all your questions.

(1) Right to information

You have the right to request information from us at any time as to whether and which of your personal data are processed by us. This also includes information on the purposes of processing, if applicable on recipients to whom we have disclosed data about you, on the planned storage period and, if applicable, information on the origin of this data, unless we have collected this data directly from you. In addition, you have the right to a one-time free copy of your personal data stored by us. We reserve the right to charge an appropriate administration fee for these copies.

(2) Right to correction

You have the right to demand from us the correction of any inaccurate information we hold about you. This also includes the right to complete incomplete personal data.

(3) Right to cancellation

You have the right to request the deletion of data that we have stored about you. If we have published data about you, this also includes our obligation to forward your request for deletion, all links to this data as well as copies or replications of this data to other persons responsible for the processing of this published personal data within the framework of the "right to be forgotten" pursuant to Art. 17 para. 2 GDPR, considering available technology and the implementation costs.

(4) Right to limitation of processing

You have the right to require us to restrict the processing of data that we have stored about you. After that, the processing of these data is only possible with your consent or for a few, legally defined purposes.

(5) Right of opposition to processing

If we base the processing of your personal data on the weighing of interests, you may lodge an objection against the processing. This is the case if processing is not necessary to fulfil a contract with you, which is described by us in the respective description of the functions. When exercising such objection, we ask you to explain the reasons why we should not process your personal data as we do. In the event of your justified objection, we will examine the situation and either stop or adjust data processing or we will point out to you our compelling reasons worthy of protection, based on which we will continue processing.

Of course, you can object to the processing of your personal data for purposes of advertising and data analysis at any time. You can inform us about your advertising contradiction using the contact channels listed above.

(6) Right to revoke consent under data protection law

If you have given your consent to the processing of your data, you can revoke this at any time. Such a revocation influences the permissibility of processing your personal data after you have given the former to us.

(7) Right to data transferability

You have the right to receive information about yourself that you have provided to us from us in a structured, common and machine-readable format for the transfer to another person responsible. At your request and considering the available technical possibilities, this also includes the direct transfer from us to the other person responsible.

(8) Right of appeal to a supervisory authority

You have the right to complain at any time to a data protection supervisory authority about our processing of your personal data.

(9) Automated decision making including profiling

You have the right to obtain information on the existence of automated decision-making, including profiling in accordance with Art. 22 para. 1 and 4 GDPR and meaningful information on the logic involved and on the scope and intended effects of such processing for the data subject.

 

§ 6 SOCIAL MEDIA AND OTHER THIRD-PARTY SERVICES

1. Integration of other third-party services

(1) On this website, we also use offers from Google (fonts). By using these offers, we can offer you a better user experience on our website. This serves our interest in increasing the attractiveness of our website. The legal basis for the use of these offers is Art. 6 para. 1 sentence 1 lit. f GDPR.

(2) When you visit the website, the respective third-party provider receives information that you have accessed the corresponding subpage of our website. In addition, the data specified in § 5 of this declaration will be transmitted. This is regardless of whether this third party provides a user account through which you are logged in, or whether no user account exists. If you are logged in to the third party, your data will be directly associated with your account. If you do not wish to be assigned to your profile with the respective third-party provider, you must log out before activating the button. The third-party provider may store your data as a user profile and may use it for the purposes of advertising, market research and/or the demand-oriented design of its website. Such evaluation takes place (even for unlogged-in users) to provide demand-oriented advertising and to inform other users of the social network about your activities on our website. You have the right to object to the creation of these user profiles. To exercise this right, you must contact the respective third-party provider.

(3) Further information on the purpose and scope of data collection and its processing by the plug-in provider can be found in the data protection declarations of these providers notified below. They will also provide you with further information about your rights in this regard and setting options to protect your privacy:

(4) Addresses of the respective providers and URL with their data protection information:

a) Google Inc., 1600 Amphitheater Parkway, Mountainview, California 94043, USA; https://www.google.com/policies/privacy/partners/?hl=de. Google has submitted to the EU-US Privacy Shield, https://www.privacyshield.gov/EU-US-Framework

 

Last updated: 04 September 2018

 

Impressum

Verantwortlich für den Inhalt:
Die Geschäftsführung der
H. D. Lenzen - Bandverzinkung GmbH & Co. KG
Geschäftsführer: Peter Plobst
Adresse: Sedanstr.41, 58089 Hagen
Tel.: +49 (0) 2331 910 68-0
Internet http://www.hdlenzen.de
eMail: This email address is being protected from spambots. You need JavaScript enabled to view it.
Handelsregisternummer: Amtsgericht Hagen HRA 2887
USt-IdNr.: DE 125 140 863
Rechtlicher Hinweis:
Copyright für alle Seiten dieses Internet-Angebots:
2018 H. D. Lenzen - Bandverzinkung GmbH & Co. KG

Die H. D. Lenzen - Bandverzinkung GmbH & Co. KG ist um Richtigkeit und Aktualität der auf dieser Internetpräsenz bereitgestellten Informationen bemüht. Trotzdem können Fehler und Unklarheiten nicht vollständig ausgeschlossen werden. Die H. D. Lenzen - Bandverzinkung GmbH & Co. KG übernimmt deshalb keine Gewähr für die Aktualität, Richtigkeit, Vollständigkeit oder Qualität der bereitgestellten Informationen. Für Schäden materieller oder immaterieller Art. die durch die Nutzung oder Nichtnutzung der dargebotenen Informationen bzw. durch die Nutzung fehlerhafter und unvollständiger Informationen unmittelbar oder mittelbar verursacht werden, haftet die H. D. Lenzen - Bandverzinkung GmbH & Co. KG nicht, sofern ihr nicht nachweislich vorsätzliches oder grob fahrlässiges Verschulden zur Last fällt. Gleiches gilt für kostenlos zum Download bereitgehaltener Daten. Die H. D. Lenzen - Bandverzinkung GmbH & Co. KG behält es sich vor, Teile des Internetangebots oder das gesamte Angebot ohne gesonderte Ankündigung zu verändern, zu ergänzen, zu löschen oder die Veröffentlichung zeitweise oder endgültig einzustellen. Die Verantwortlichkeit für "fremde Inhalte", die beispielsweise durch direkte oder indirekte Verknüpfungen (z.B. sogenannte "Links") zu anderen Anbietern bereitgehalten werden, setzt unter anderem positive Kenntnis des rechtswidrigen bzw. strafbaren Inhaltes voraus. Die H. D. Lenzen - Bandverzinkung GmbH & Co. KG hat auf "fremde Inhalte" keinerlei Einfluss und macht sich diese Inhalte auch nicht zu Eigen. Die H. D. Lenzen - Bandverzinkung GmbH & Co. KG hat keine positive Kenntnis über rechtswidrige oder anstößige Inhalte auf den verknüpften Seiten fremder Anbieter. Sollten auf den verknüpften Seiten fremder Anbieter dennoch rechtswidrige oder anstößige Inhalte enthalten sein, so distanziert sich die H. D. Lenzen - Bandverzinkung GmbH & Co. KG von diesen Inhalten ausdrücklich.
 
 

Generel Terms and Conditions for the sale of goods and supplies of goods ans services for the H. D. Lenzen GmbH & Co. KG

Scope

1.
These Conditions of Sale apply to all master supply agreements („agreement“) and all individual agreements and/or orders („orders“) with business owners, legal entities under public law and special funds under public law („partner“).
Our deliveries and services are provided exclusively on the basis of the terms and conditions below. The business terms and conditions of the partner, unless expressly recognised by us, have no validity.

General provisions

2.
Full details of any verbal agreements will be immediately confirmed in writing by the contracting  partners.

3.
Orders will not be binding until they are confirmed by us.

4.
Information and illustrations contained in brochures and catalogues are, in accordance with usual trade practice, regarded as approximations unless they have been expressly described by us as  binding.

5. We are entitled to cancel this contract without notice if an important reason is presented. Such an important

reason is given if after the conclusion of the agreement it becomes apparent that our claims to payment are at risk because of a lack of financial capability of the partner und the partner upon request does not proof his capability within due time. Statutory rights of termination and cancellation and the rights according to no. 24 and 37 remain unaffected.

6.
lf parts of these conditions of sale are or become invalid the effectiveness of the remaining provisions  is not affected.

Long-term and call contracts, price adjustment

7.
Unlimited contracts  may be terminated by 12 months‘ notice.

8.
In the event that any essential modification of labour costs, cost of materials or energy occurs with regard to long term contracts (contracts with a term of more than 12 months and unlimited contracts), each party to the contract shall be entitled to demand negotiations on an appropriate adjustment of prices in consideration of these factors.

9.
Where a binding order quantity is not agreed, our calculation will be based on the non-binding order quantity expected by the partner for a specific period of time (target quantity). Where the partner purchases less than the target quantity,  we are entitled to increase the unit price by an appropriate amount. Where the partner purchases more than the target quantity,  we will reduce the unit price accordingly, provided that the partner has given notice of the surplus requirement not less than 6 months before delivery.

10.
In the case of call supply contracts, unless otherwise agreed, binding quantities are to be notified to us by call not less than 6 months before the delivery  date. Any additional costs caused by our partner through late calling or subsequent amendments to the call in respect of time or quantity are to be borne  by the  partner; in this respect our calculation will prevail.

Confidentiality

11.
Each of the contracting partners will use all documents (which will also include samples, models and data) and information received by them under the  business relationship only for the contractual purpose, and maintain secrecy in respect of third parties with the same due care as applied to their own documents and information, where the other partner describes them as confidential or has an obvious interest in maintaining secrecy  in respect of such documents or information. 
This obligation commences on receipt of the first documents or information and ends 36 months after the end of the business relationship.

12.
The obligation does not apply to documents and information which are generally known, or which were already known to the contracting partner on receipt  and where the contracting partner was not under obligation of secrecy, or where they are subsequently conveyed by a third party who is authorised to pass on such documents or information,  or where the documents or information are developed by the receiving contract partner without exploitation of documents or information of the other contracting  partner.

Drawings and specifications

13.
Where one of the contract partners makes available to the other drawings or technical documents relating to the goods to be supplied, or to the manufacture of such goods, to the other partner, these remain the property of the contract partner submitting  them.

Samples and production materials

14.
Manufacturing costs for samples and production materials (tools, moulds,  templates, etc.) will, unless otherwise agreed, be invoiced separately from the goods to be supplied. This also applies to production materials which have to be replaced as a  result of wear and  tear.

15.
The costs for maintenance and proper storage, together with the risk of damage  to, or destruction of the production materials, will be borne by us.

16.
Where, during the period of manufacture of samples or production materials, the partner abandons or terminates the co-operation, all manufacturing costs incurred up to that time will be borne by that partner.

17.
Even where the partner has paid for them, the production materials remain our property at least until completion of the supply  contract. The partner is then entitled to reclaim the production materials, where a mutual agreement has been reached in respect of the time of delivery and the partner has fully complied with his contractual obligations.

18.
We will keep the production materials free of charge for three years after the  final delivery to our partner. We will then request our partner in writing to make known his views on their further use within 6 weeks. Our duty of storage will end  if, within these 6 weeks, no such statement has been made,  or if no new order has been given.

19.
Purchaser-related production materials may only be used by us for supply to third parties with the prior written agreement of our partner.

Prices

20.
Our prices are in Euro, exclusive of turnover tax, packing, freight, carriage  and insurance.

Payment terms

21.
All invoices are due for payment within 30 days of the invoice date.

22.

Where we have indisputably supplied goods which are partly defective, our partner is nevertheless obliged to pay for the non-defective part, unless partial delivery is of no use to him. In other respects the partner may only set off payment against counter claims which have been determined by finaljudgement or are not disputed.

23.
lf the payment terms are not met, we shall be entitled to bill interest on arrears at the rate charged to us by the bank for current account overdrafts, but at a minimum of 9 percentage points above the base interest rate of the European Central Bank at the time.

24.
In the event of any delay in payment we may, after giving notice in writing to the partner, suspend our obligations until payments have been received.

25. 
Bills of exchange and cheques will only be accepted where this has been agreed, and only on account of performance and on condition that they may be discounted. Discount charges will be calculated from the due date for payment of the invoice amount. A guarantee for presentation of bills of exchange and cheques at the  due and proper time and for the lodging of a protest is excluded.

Delivery

26. 
Unless otherwise agreed, we will deliver “ex-works“. Compliance with the delivery date or delivery period will be based on our notification of readiness for dispatch or collection.

27.
The delivery period commences on dispatch of our order confirmation and will be extended as appropriate where the provisions of Article 56 below apply.

28. 
Partial deliveries are permitted within reason. They will be invoiced separately.

29.
Production-related long or short deliveries are permitted within a tolerance of 10 per cent of the total order quantity. The total price will be adjusted accordingly.

Dispatch and transfer of risk

30.
Goods which are notified as being ready for dispatch are to be taken over immediately by the partner. We are otherwise entitled, at our option, to dispatch  them or to store them at the cost and risk of the partner.

31.
In the absence of any special agreement, we will select the transport method  and routing.

32.
The risk  is transferred to the partner on handover to the railway, foruarding agent or freight carrier, or on commencement of storage, but in any case not later than departure from the factory or warehouse; this also applies if we have undertaken delivery.

Delay in delivery

33.
lf we are able to anticipate that it will not be possible for the goods to be delivered within the delivery period, we will immediately inform the partner in writing of the reasons for this, and also if possible indicate the probable delivery date.

34.
In the event of delivery being delayed by one of the circumstances as set forth in Article 57 below, or as a result of any action or omission on the part of the partner, an extension of the delivery period will be granted appropriate to the circumstances.

35.
The partner is only entitled to withdraw from the contract if we are responsible for the delivery date not being met and the partner has allowed us a reasonable period of grace without result.

Reservation of title

36.
We reserve the right of ownership in respect of the goods supplied until such time as all claims under the business relationship with the partner have been met.

37.
The partner is entitled to sell these goods in the regular course of business, provided it meets its obligations arising from the business relationship with us in good time. However, it may neither pledge the reserved goods nor transfer ownership of them as security. lt is obliged to protect our rights if goods which are subject to reservation of title are resold on credit.

38.
ln the event of breaches of its duties by the partner, in particular in the case of delayed payment, we shall be entitled, after a reasonable period of grace allowed to the partner for performance has elapsed without result, to withdraw from the contract and take back the goods; this shall not affect the statutory provisions concerning cases where it is not necessary to allow a period of grace. The partner shall be obliged to surrender the goods.

39.
With immediate effect the partner assigns to us as security all claims and rights deriving from the sale or any hiring, for which we may have given the partner permission, of goods over which we have rights of ownership. We hereby accept the assignment,

40.
Any working or processing of the goods which are subject to reservation of title shall at all times be carried out by the partner on our behalf. lf the goods which are subject to reservation of title are processed or inseparably mixed with other items not owned by us, we shall acquire joint ownership of the new product in the proportion of the invoice value of the goods which are subject to reservation of title to the other processed or mixed items at the time of processing or mixing.
lf our products are combined or inseparably mixed with other moveable items to form a single product and the other product is deemed to be the principal product, the partner shall transfer joint ownership to us on a pro rata basis, as far as the principal product is owned by it. The partner shall maintain ownership or joint ownership on our behalf. ln all other respects the same shall apply to the product created by processing or combination or mixing as to the goods which are subject to reservation of title.

41.
The partner must inform us immediately of enforcement measures  being taken by  third parties in respect of the reserved goods by handing over to us the documents  required for any intervention.  This also applies to infringements  of any other  kind.

42. 
lf the value  of the existing securities exceeds the secured claims in total  by more than 20  per cent, we undertake, at the partner‘s request, to release securities  of our  choice in this  respect.

Material defects

43.
The quality of  the goods  is determined exclusively by the agreed technical supply specifications. In the event of our  having to supply in accordance with  drawings, specifications, samples  and the like provided  by our partner, the  latter will take  over the risk of fitness for the intended use. The condition of the goods in accordance with the contract is determined as at the time of transfer of risk in accordance with Article 32 above.

43a.
When delivering we comply with the legal regulations as applicable in the  European Union and the Federal Republic of Germany, e.g. the REACH regulation  (regulation EU number 1907/2006), the law about the electrical and electronic equipment (Electrical and Electronic Equipment Act) and the electrical and electronic substance regulation (Electrical Substance Directive) as national implementation of the directive 2002/95/EG (RoHS l) and 2011/65/EU (RoHS ll) and the directive  20O2/96/EG (WEEE) and the End-of-life Vehicles ACT as national implementation of the EU directive 2000/53/EG.
We shall immediately inform the partner about relevant changes in the product in particular due to the REACH regulation, its supply availability, use or quality and shall in individual cases agree with the partner on suitable measures to be taken.

44.
Any material defects  in respect ofany defect deriving from unsuitable or improper use, defective assembly  or operation by the partner or third parties,  normal wear and tear, defective or negligent handling, will also be excluded as the consequences of unsuitable modifications or repairs undertaken by the partner or third parties without our approval.
The  same shall apply to defects which only reduce the value of the goods or their fitness for their intended use to an insionificant extent.

45.
Claims for material defects shall become statute-barred after  12 months. This  shall not apply where the law prescribes longer periods of time as mandatory, particularly for defects in a building and in a product which has been used in accordance with  its customary form of use for a building and has caused the latter to be defective. Sentence 1 shall also not apply for damages suffered from the injury of life, health or in case of deliberate acting or gross negligence or any other infringement of fundamental duties (i.e. duties that actually allow the duly execution of the agreement and on  which the partner usually can  rely upon)  by our representatives  or managers.

46.
Where it is agreed that the goods are to be accepted after completion or that  initial samples are to be tested, notification of defects which could have been discovered by the partner under careful acceptance  or testing of  initial samples  is excluded.

47.
We must be given the opportunity of assessing the notified defect. The goods complained of must be returned to us immediately; we will take over the transport costs where the notice of defect is justified. In the event of the partner failing to observe these obligations, or carrying out modifications of the goods which are complained of without our consent, he will lose any claims for material defects.

48.
ln the event of notice of defect which is justified and made at the due and proper time,  we will,  at our choice, make improvements to the goods complained of or supply a reolacement free of defect.

49.
In the event of our failing to meet these obligations, or failing to do so within a reasonable time in accordance with the terms of the contract, the partner may set in writing a final deadline within which we must fulfil our obligations.  In the event of this period expiring without result, the partner may demand reduction of the price, withdraw from the contract or himself carry out, or have the necessary subsequent improvement carried out by a third party at our cost and risk. There shall be no reimbursement of costs if the expenses increase because the goods have been brought to another place after delivery by us, unless this means that the goods  are being used as they were intended to be.

50.
The partner has statutory rights of recourse against us only in so far as the partner has not reached any agreements with its customer which go beyond the statutory claims for defects. In addition, Article 48, last sentence, applies accordingly to the scope of the rights of recourse.

Other claims, liability

51.
Unless otherwise specified below, any additional or more extensive claims by the partner against us are excluded. This shall apply in particular to claims for damages for a breach of duties arising from the obligation or from unlawful acts. We are therefore not liable for any damage not deriving from the delivered goods themselves. We are in particular not liable for any loss of profit or other financial losses by the partner.

52.
The limitations of liability indicated above do not apply in the case of specific intent, gross negligence on the part of our legal representatives or managers, and in the event of culpable violation of fundamental contractual duties, i.e. duties that actually allow the duly execution of the agreement and on which the partner usually can  rely upon. In the event of culpable violation of significant contractual obligations we  are liable - other than in cases of specific intent or gross negligence on the part of our legal representatives or senior employees  - only for standard contractual  loss, or loss which might reasonably have been expected.

53.
The limitation of liability  is also not applicable in those cases where there is liability in accordance withproduct liability laws in the case of defects in goods supplied for private use. lt is also not applicable in case of injury of life, body or health and in the absence of guaranteed characteristics, if, and insofar as the object of the guarantee was to cover the partner against any losses not deriving from the goods supplied themselves.

54.
Insofar as our liability is excluded or limited, this is also applicable to the personal liability of our employees, workers, personnel, legal representatives and vicarious agents.

55.
The legal provisions relating to burden of proof are not affected by this.

Force majeure

56.
Acts of God, industrial disputes, disturbances, official measures, non-arrival of deliveries from our suppliers and other unpredictable, unavoidable and serious events will release the contracting partners from their duty to perform for the duration of the disturbance and to the extent of their effect. This is also applicable where these events occur at a time when the contracting partner concerned is in default, unless the delay is caused intentionally or gross negligently. The contracting partners are obliged, so far as is reasonable, to provide the necessary information immediately and in good faith to adjust their obligations to the changed conditions.

Place of performance, place of jurisdiction and applicable law

57.
Unless otherwise indicated in the order confirmation, the place of performance is our principal place of business.

58.
The place of jurisdiction for all  legal disputes, including any action relating to payment bills of exchange or cheques, is our principal place of business. We are also entitled to bring an action at the place of business of the  partner.

59.
The contractual relationship is exclusively subject to the  laws of the Federal Republic of  Germany. The Application of the United Nations Convention on Contracts for the International Sale of  Goods of 11 April  1980 (CISG  - „Vienna  Sales Convention“)  is excluded.

 

Terms and conditions of purchase

for the H. D. Lenzen GmbH & Co. KG

§ 1 Scope
1. The following terms and conditions only apply vis-à-vis entrepreneurs as defined in sections 14, 310 German Civil Code [BGB].
2. The following terms and conditions apply to all our contracts and orders, to all deliveries and other services purchased by us, unless they are changed or excluded with our express written consent. They apply likewise in particular if our contractual partner performs their deliveries or services on deviating terms with our knowledge. General terms and conditions of our contractual partner shall only apply if we confirm their application in writing.
3. Our terms and conditions shall also apply to all future contracts and orders, even if our contractual partner is not notified of their validity again in connection with our order.
§ 2 Offers and conclusion of contracts
1. If our contractual partner does not accept our orders within one week of receipt, we are no longer bound by the order.
2. All our orders, ancillary agreements and assurances are only binding if made in writing.
3. All agreements between us and our contractual partner must be set out in writing when the contract is concluded. All agreements - even if they are made later - only become effective upon our written confirmation, in this respect the power of attorney granted to our employees or representatives is limited.
4. Commercial letters of confirmation from our contractual partner shall not result in the conclusion of a contract with content deviating from our order and our other written declarations, even without our objection.
§ 3 Written form clause
Insofar as written form is provided for in these conditions, it shall also be ensured by sending corresponding declarations by fax or e-mail. A written agreement shall also be deemed to have been concluded if we and our contractual partner make declarations in writing which correspond in content.
§ 4 Prices, payment
1. The agreed price includes VAT, packaging and delivery carriage paid.
2. We only pay upon receipt of an invoice stating our order and article number.
3. We pay within 14 days after receipt of delivery and proper invoice applying a 3% discount or within 30 days after receipt of delivery and invoice without deduction.
4. We are only obliged to return the packaging on the basis of a special written agreement. If a separate price has been agreed for reusable packaging, our contractual partner shall reimburse us 2/3 of this packaging price if we return the packaging carriage paid.
§ 5 Offset, right of retention
We may in any case offset counterclaims to which we are entitled under the statutory requirements and exercise the right of retention.
§ 6 Delivery and passage of risk
In any case, the risk of performance and price shall only pass to us upon receipt of the goods and services by us or the receiving point designated by us.
§ 7 Delivery dates, call-offs, liability in case of delay
1. Agreed dates and deadlines are binding. The receipt of the goods by us is decisive for compliance.
2. Our delivery call-offs become binding at the latest if our contractual partner does not object to them within 10 days after receipt.
3. Our contractual partner must notify us in writing of any delays in delivery, stating the reasons and the alleged duration, as soon as they may expect a delay in delivery.
4. If delivery is delayed by more than one month due to a force majeure event, we may withdraw from the contract after a further grace period of at least two weeks set by us has expired without result.
5. If our contractual partner is in default of delivery, we are entitled to demand lump-sum default damages in the amount of 3% of the delivery/service value of the good/service with which our contractual partner is in default per complete week of default, but not more than 12% of the value in total. This is without prejudice to additional claims. Both parties are entitled to prove that a lower or higher loss has been incurred as a result of the delay. In the event of lower proven damages, we are only entitled to assert such lower amount. In the event of higher proven damages, we are entitled to claim such higher amount.
§ 8 Shipping, documents
1. Deliveries by our contractual partner must be made carriage paid.
2. Our contractual partner is obliged to state our order and article number on all shipping documents and delivery notes.
§ 9 Models, drawings and samples
1. Illustrations, drawings, calculations, models, templates, samples or similar objects remain our property in any case and may not be transferred or otherwise made accessible to third parties without our consent. They are to be used exclusively for production on the basis of the contractual relationship with us; they are to be returned to us without being asked. They must be kept secret from third parties.
2. Tools provided by us remain our property; our contractual partner is obliged to use them exclusively for the production of the goods ordered by us. Furthermore, they are obliged to clearly mark the tools belonging to us as our property and to insure them at replacement value at their own expense against fire, water and theft damage. Our contractual partner hereby assigns to us all claims for compensation arising from this insurance; we accept the assignment. Our contractual partner is obliged to carry out any necessary maintenance and inspection work on our tools as well as all maintenance and repair work at their own expense on a timely basis. They must notify us immediately of any malfunctions.
3. Our contractual partner must oblige their subcontractors in accordance with the above paragraphs 1 and 2.
§ 10 Materials
1. If we provide our supplier with parts or materials, we reserve title thereto. Our contractual partner must clearly mark such parts or materials as our property.
2. Processing or transformation of such parts or materials by the contractual partner shall take place for us; we shall acquire co-ownership of the new item in proportion to the value of the items provided by us to the other processed items at the time of processing.
3. If items provided by us are inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in proportion to the value of the item provided by us to the other mixed items at the time of mixing.
4. Our contractual partner shall safeguard items on our behalf in which we have a co-ownership interest.
§ 11 Quality assurance, quality of goods, inspection and notification of defects, liability for defects
1. Deliveries and services of our contractual partner must correspond to the respective agreed specifications, the respectively valid legal and professional association regulations, the accident prevention regulations as well as the respective state of the art. Our contractual partner is obliged to comply with the applicable laws and regulations of the European Union and the Federal Republic of Germany for their deliveries/services. This applies in particular to the Reach regulation (order EC number 1907/2006), the law on electronic devices (ElektroG) as national implementation of EC directive 2002/95 and EC directive 2002/96, and the End-of-Life Vehicles law as national implementation of EC directive 2002/52. Our contractual partner shall inform us immediately if changes to the delivery/service become necessary due to laws or ordinances, in particular due to the Reach Ordinance, which influence the ability to deliver, the possibility of use or the quality. Suitable measures will be agreed with the contractual partner in specific cases. The same applies if and as soon as our contractual partner determines that such changes will occur.
2. We may demand changes in design and execution of the delivery items within the scope of what is reasonable for our contractual partner, whereby the effects, in particular with regard to additional or reduced costs as well as delivery dates and deadlines are to be regulated appropriately in accordance with section 315, 316 BGB.
3. Our contractual partner undertakes to deliver only those goods which they have subjected to a final inspection with regard to their material, drawing and standard-compliant execution.
4. We must notify our contractual partner within a period of 10 working days from receipt of the goods of any obvious defects which are easily identifiable without inspection as well as overages or shortages. We must notify our contractual partner of any defects identified by us and of any overages or shortages within a period of 10 working days after becoming aware of a defect. Otherwise, section 377 HGB shall not apply.
5. The period of limitation for claims due to defects (warranty claims) against our contractual partner is 36 months, calculated from the time of the passage of risk. If a longer period is provided for by law, such longer period shall apply.
§ 12 Assignment of claims against third parties
Our contractual partner hereby assigns to us their warranty claims (claims based on liability for defects) to which they are entitled against third parties, suppliers or subcontractors in connection with manufacture, delivery or performance. This assignment neither excludes nor limits our contractual partner's own liability for defects. However, we are obliged to reassign the corresponding claims to our contractual partner if and to the extent that our contractual partner fulfils their obligations towards us due to defects. At the request of our contractual partner, we are obliged at any time to make declarations to third parties, suppliers or subcontractors of our contractual partner that are necessary or meaningful for asserting or safeguarding the assigned claims or to carry out any necessary or meaningful cooperation actions.
§ 13 Manufacturer liability
1. Our contractual partner shall indemnify us against all claims for damages asserted against us by third parties on the basis of the regulations concerning tortious acts, on product liability or by virtue of other regulations due to defects or deficiencies in the goods manufactured or delivered by us or our contractual partner, insofar as such claims would also be justified against our contractual partner or are no longer justified solely due to the statute of limitations which has since lapsed. Subject to the foregoing conditions, our contractual partner must also indemnify us from the costs of legal disputes that are brought against us due to such claims. If the claims against us are justified or no longer justified only because of the statute of limitations that has since lapsed, we have a pro rata claim for indemnification against our contractual partner, the scope and amount of which is governed by section 254 BGB. Our claims to indemnification, expense reimbursement and compensation for damages pursuant to sections 437 (3), 445a, 478, 634 (4) BGB shall remain unaffected by the foregoing provisions.
2. Within the scope of their liability for cases of damage according to paragraph 1 above, our contractual partner is also obliged to reimburse any expenses incurred by us for damage prevention, damage defence, damage minimisation or damage rectification, in particular such expenses as arise from or in connection with a recall campaign as well. With regard to the scope and contents of any recall measures to be carried out, we will - Inform our contractual partner to the extent possible and reasonable and provide them an opportunity to respond. This is without prejudice to additional statutory claims.
3. Our contractual partner must maintain a product liability insurance policy that is sufficient in light of their deliveries to us. The sum insured must be at least EUR 5 million per personal injury/property damage. Our contractual partner must verify the existence of this liability insurance at our request.
§ 14 Industrial property rights
1. Our contractual partner guarantees that the goods delivered by them do not infringe any rights of third parties, in particular patents, utility models, other industrial property rights and copyrights. Our contractual partner shall indemnify us against claims by third parties arising from any infringement of such rights. In addition, our contractual partner shall bear all costs incurred by us as a result of third parties asserting the infringement of such rights and our defence against such claims.
2. The contracting parties mutually undertake to treat all commercial or technical details which have become known to them within the scope of their cooperation that are not public knowledge as their own business secrets and to maintain absolute confidentiality vis-à-vis third parties. The contracting parties may only advertise their business relationship with the prior written consent of the other party. For each case of culpable infringement of the aforementioned obligations, the contracting parties mutually agree to payment of a contractual penalty in the amount of € 6,000.00 for each individual case.
§ 15 Place of performance, place of jurisdiction, applicable law
1. The place of performance and exclusive place of jurisdiction for deliveries, services and payments including actions on cheques and bills of exchange as well as all disputes arising between the parties is Hagen/Westphalia provided that our contractual partner is a merchant. However, we also have the right to sue our contractual partner before any other court with jurisdiction in accordance with sections 12 et seq. German Code of Civil Procedure [ZPO].
2. The business relationships between us and our contractual partner shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of international sales law, in particular the UN Convention on Contracts for the International Sale of Goods, and other international agreements for the standardization of the sales law. insbesondere des UN-Kaufrechts, und sonstiger internationaler Abkommen zur Vereinheitlichung des Kaufrechts.
 

General Terms and Conditions

for the sale of goods and supplies of goods and services for the H. D. Lenzen GmbH & Co. KG

§ 1 Scope
1. The following terms and conditions only apply vis-à-vis entrepreneurs as defined in sections 14, 310 German Civil Code [BGB].
2. The following terms and conditions apply to all our contracts, deliveries and other services, consulting and proposals, unless they are changed or excluded with our express written consent. They shall likewise apply even in the event that we perform the delivery/service without reservation in the knowledge of deviating conditions of our contractual partner. General terms and conditions of our contractual partner shall only apply if we confirm their application in writing.
3. Our terms and conditions also apply to all future contracts, deliveries and services, even if their text is not sent to our contractual partner again with our offer or our order confirmation.
§ 2 Offers and conclusion of contracts
1. Our offers are non-binding. Contracts and other agreements only become binding upon our written confirmation or upon our delivery/performance.
2. All agreements between us and our contractual partner must be set out in writing. Agreements made between our employees or representatives and our contractual partner at or after conclusion of the contract require our written confirmation to be valid; the power of representation of our employees and representatives is limited in this respect.
3. Commercial letters of confirmation from our contractual partner do not result in the conclusion of a contract if their contents deviate from our order and our other written declarations even if we do not object to such a letter.
§ 3 Written form clause
Insofar as written form is provided for in these terms and conditions, it may also be complied with by sending corresponding declarations by fax or e-mail. A written agreement shall also be deemed to have been concluded if we and our contractual partner make declarations in writing the contents of which correspond.
§ 4 Prices, price increases and payment
1. Our prices are stated in euros. Unless otherwise agreed, our contractual partner shall make all payments in euros.
2. All prices indicated are net prices. Value-added tax at the statutory rate on the day of our delivery/service will be added to such prices.
3. Our prices apply to delivery ex works plus packaging, freight, taxes, insurance, transport, letters of credit or other documents required for performance of the contract.
4. We reserve the right to deliver only concurrently in exchange for payment of the agreed prices. Otherwise, our invoices are to be paid within 30 days after delivery/service and invoice date without deduction.
5. We are entitled to interest in the amount of 9% above the respective base interest rate from the due date without further reminder. This is without prejudice to further claims, in particular in the event of default by our contractual partner.
6. The contractual partner may not assert a right of offset with regard to claims that we dispute or that have not been finally determined by a court unless the claim to be offset has a mutual relationship to our claim. The assertion of a right of retention by our contractual partner due to claims which are not based on the same contractual relationship is prohibited if such claims are not recognised by us and have not been finally determined by a court.
7. If one of the events described below occurs, or if such an event had already occurred at the time the contract was concluded, becomes known to us only after the conclusion of the contract, we may demand advance payment in the amount of the agreed price by our contractual partner, furthermore revoke agreed or granted payment terms or return current bills of exchange and demand immediate payment. This applies to the following events: - Our contractual partner applies for the opening of judicial or extra-judicial insolvency or composition proceedings or judicial or extra-judicial insolvency or composition proceedings are opened against the assets of our contractual partner or the opening of such proceedings is rejected for lack of assets. - A written credit report from a bank or credit agency is available from which the credit unworthiness of our contractual partner (e.g. Creditreform's creditworthiness index > 3.0) or a significant deterioration of their financial circumstances results or a cheque or bill of exchange accepted by us from our contractual partner is not honoured or is protested. - Our contractual partner is in default of payment within the scope of another transaction with us.
8. If our contractual partner does not comply with our legitimate request for advance payments within a reasonable grace period set by us, although we have declared to them that we will refuse acceptance of further services by them after expiry of the period, we shall be entitled to withdraw from the contract and demand damages in lieu of performance, however only with regard to the part of the contract not yet performed by us.
§ 5 Passage of risk, transport and delivery, packaging, insurance
1. In any case, irrespective of the place of dispatch, the risk shall pass to our customer when the goods are dispatched, even if, in exceptional cases, carriage-paid delivery, delivery free building site or free warehouse have been agreed. This also applies if we have to provide further services (e.g. assembly, installation, commissioning) on the premises of our contractual partner in addition to delivery. However, this does not apply in cases in which we transport goods using our own employees or in which our employees are at fault with regard to the loss of or damage to the goods.
2. If packaging or shipping instructions of our contractual partner are missing or if a deviation from them seems necessary, we will ship to our best discretion, without obligation for the cheapest or fastest shipment.
3. Only at the request and expense of our contractual partner do we insure the delivery item against any risk desired and insurable by our contractual partner, in particular against theft and transport damage. Cases of transport damage must be reported to us immediately; furthermore, the consignee must ensure on delivery that the corresponding claims and reservations are reported to the carrier in good time.
4. If dispatch is delayed at the request of our contractual partner for reasons for which our contractual partner is responsible, or for reasons for which we are not responsible, the risk shall pass to our contractual partner upon readiness for dispatch and corresponding notification by us. In this case, the goods will be stored at the expense and risk of our contractual partner.
5. We are entitled to make partial deliveries and to invoice them separately, provided that partial deliveries are not unreasonable or unusable for our contractual partner.
 § 6 Delivery and performance periods, purchase on call
1. Delivery and performance periods, as well as delivery and performance dates, are only binding if confirmed by us in writing. A delivery or performance period begins at the end of the day on which agreement is reached on all details of the order, at the earliest upon acceptance of the order by us, but not before submission of all technical and design details and provision of all documents, facilities, letters of credit, etc. to be procured by our contractual partner and receipt of any down payments to be made by our contractual partner. Agreed deadlines and dates, as well as the delivery time/delivery period applicable without such an agreement, shall be postponed accordingly if the above-mentioned requirements are not met. Our contractual partner shall bear the burden of proof that they have fulfilled all necessary conditions, provided the necessary documents, plans and information, etc.
2. Agreed deadlines and dates, as well as the delivery time/delivery period applicable without such an agreement, shall be extended or postponed appropriately - even in the event of an ongoing default - in the event of a force majeure event and unforeseen obstacles occurring after conclusion of the contract for which we are not responsible, insofar as such obstacles are demonstrably of considerable influence on the delivery or performance. In particular, our delivery obligation is subject to the reservation of conforming and timely delivery by our suppliers, unless we are responsible for non-conforming or delayed delivery. Strikes and lock-outs shall in any case also be deemed to comprise force majeure events within the meaning of this paragraph for which we are not responsible. The foregoing provisions shall also apply if delaying circumstances occur at our suppliers or their sub-suppliers. If delays as referred to above last for more than 3 months, our contractual partner is entitled to withdraw from the contract after setting a further, at least 4-week, period for cure to the exclusion of any further claims. The right of withdrawal is limited to that part of the contract which has not yet been fulfilled unless our contractual partner no longer has an interest in the part of the contract which has been fulfilled.
3. Agreed periods and dates, as well as the delivery time/delivery period applicable without such an agreement, shall be extended or postponed by the period of time by which our contractual partner is in default of their obligations including without the scope of an ongoing business relationship including other contracts.
4. A delivery deadline or delivery date shall be deemed to have been met if the goods are received by our contractual partner or the agreed place of receipt on time or, in cases in which the goods are not to be dispatched or cannot yet be dispatched for reasons for which our contractual partner is responsible, if the goods are ready for dispatch and if we sent our notice that they are ready for dispatch by the date or expiry of the deadline.
5. Unless otherwise agreed for delivery contracts on call, the acceptance period ends 9 months after conclusion of the contract, whereby our contractual partner must call off and accept the goods in approximately equal monthly quantities. If and to the extent that our contractual partner does not call off and accept the goods within the aforementioned period of one month, we shall be free to deliver completed deliveries without further notice or to store them at the expense of our contractual partner. In this case, we shall also be entitled to grant our contractual partner a grace period for acceptance, together with the threat that we will refuse acceptance of the goods in the event that the deadline expires without result. If the grace period then expires without result, we shall be entitled to withdraw from the contract or demand damages in lieu of performance, but only with regard to the part of the contract not yet performed by us, subject to termination of our delivery obligation.
 § 7 Election of rights after setting a deadline for cure
In all cases in which our contractual partner has set a deadline for us to cure a defect due to failure to deliver or an improper delivery and this deadline has expired, we shall be entitled to demand that our contractual partner state within a reasonable period of time whether they will continue to assert their claim for performance/cure despite the expiry of the deadline or whether they will assert other rights which they are entitled to elect. If our contractual partner does not make such a statement within the reasonable period of time set to them, their claim for performance/cure lapses. If our contractual partner notifies us within the reasonable period of time referred to above that they continue to demand performance/cure, they are at liberty to set a new period of time for this and to avail themselves of their rights upon its expiry without results.
 § 8 Default, exclusion of the obligation to perform
If we are in default of delivery or if our obligation to perform is excused according to section 275 BGB, we shall only be liable for damages under the conditions and to the extent provided in Section 13.4 of these terms and conditions, subject however to the following additional provisions:
1. If we and/or our vicarious agents are merely guilty of simple negligence, our contractual partner's claims for damages are excluded.
2. In the event of our default, our contractual partner shall only be entitled to damages in lieu performance if they have previously granted us a reasonable grace period of at least 4 weeks for delivery, whereby they have the right to grant us a reasonable grace period of less than 4 weeks, insofar as in a grace period of at least 4 weeks would be unreasonable for our contractual partner in a specific case.
3. A right of withdrawal to which our contractual partner is entitled, and a claim for damages to which our contractual partner is entitled, are fundamentally limited to that part of the contract which has not yet been fulfilled, unless our contractual partner has no reasonable interest in the part of the contract which has been fulfilled.
4. Claims for damages against us due to delay or exclusion of the obligation to perform in accordance with section 275 BGB shall become statute-barred one year after the beginning of the statutory limitation period.
5. The foregoing provisions shall not apply if the damage relates to injury to the life, limb or health of our contractual partner or if the damage is based on an intentional or grossly negligent breach of duty by us, one of our legal representatives or vicarious agents; furthermore, in the event of default, it shall not apply if a fixed-date purchase has been agreed.
 § 9 Default in acceptance by our contractual partner
1. If our contractual partner is in default of acceptance of our deliveries or services in whole or in part, our claim to payment for the corresponding delivery or service shall become due immediately. Furthermore, in this case we shall have the right, after expiry of a reasonable grace period set by us - including the threat that we will refuse acceptance of our delivery or service by the contractual partner in the event that the grace period expires - without results, either to withdraw from the contract or to demand damages in lieu of performance, but only with regard to the part of the contract not yet performed by us. Our statutory rights in the event of default in acceptance by our contractual partner shall remain unaffected.
2. Our contractual partner shall reimburse us our storage costs, warehouse rental and insurance costs for goods that are ready for acceptance but that are not accepted. However, we are not obliged to insure stored goods.
3. If delivery is delayed at the request of our contractual partner or if they are in default of acceptance, we may charge storage costs of 0.2% of the invoice amount for each month of delay or part thereof, however, a maximum of 5% of the invoice amount after expiry of one month from dispatch of the notification of our readiness to deliver. However, we reserve the right to claim higher damages actually incurred if our contractual partner is unable to prove that they are not at fault.
 § 10 Cancellation of orders, return of goods, damages in lieu of performance
If, at the request of our contractual partner, we agree to the cancellation of an order placed or if we take back goods delivered by us for reasons for which we are not responsible, releasing the contractual partner from their obligation to accept and pay, or if we are entitled to claim damages in lieu of performance, we can demand 15% of the share of the contractual price corresponding to the affected part of the delivery or service item as compensation without need to submit verification, whereby our contractual partner reserves the right to prove we have incurred no damages or that our damages are lower. This is without prejudice to our right to claim higher actual damages.
 § 11 Nature of the goods
1. Our supplies and services comply with the applicable laws and regulations of the European Union and the Federal Republic of Germany, e.g. the Reach Regulation (Regulation EC No. 1907/2006), the law on the return and environmentally compatible disposal of electrical and electronic equipment (ElektroG) as national implementation of EC Directives 2002/95 and EC Directive 2002/96, and the End-of-Life Vehicles Act as national implementation of EC Directive 2000/52. We will immediately inform our contractual partner about relevant changes in the goods, their ability for delivery, possible uses or quality caused by changes in the laws or regulations, in particular by the Reach regulation, and in individual cases we will coordinate suitable measures with our contractual partner.
2. Our information about a product and the purpose of use, dimensions, weights, utility value or other properties, whether contained in brochures, price lists, descriptions, illustrations, drawings, sketches, lists or other files, are only approximate values customary in the industry. They merely describe our products and are only binding if expressly confirmed by us.
3. Weights are determined by us on calibrated scales and then used as the basis for our invoicing. The weight logs will be provided to our contractual partner as verification upon request. The net weight shown includes commercially available packaging materials - such as steel strapping, sheet metal covers and protective wrappings - and not separately calculated intermediate and underlay timber.
4. We reserve the right to make deviations in quality, dimensions, weights and other properties provided that the usability of the delivered goods is not impaired and the deviations are not unreasonable for our contractual partner for other reasons.
 § 12 Acceptance
If acceptance of our services is required in order for payment to us to fall due, acceptance can take place in any form provided for by law. In addition, our services shall be deemed to have been accepted 12 working days after receipt of our written notification of completion by our contractual partner, unless our contractual partner declares to us in writing that they refuse acceptance within this period. Furthermore, acceptance shall be deemed to have taken place if our contractual partner has placed our service into use and 12 working days have elapsed since the start of use without our contractual partner having declared to us in writing that they refuse acceptance.
 § 13 Liability for defects and damages
1. In the case of purchase contracts and contracts for work and services, claims asserted by our contractual partner on account of defects in goods require that they have properly complied with their obligations to inspect and give notice of defects as provided for section 377 German Commercial Code [HGB], whereby notice of defects must be given in writing. If our contractual partner fails to make a proper and timely complaint, they can no longer assert claims on account of the circumstances that should have been reported unless we have acted maliciously. If we negotiate concerning a notification of defects, or if we carry out tests or inspections in response to a notification of defects, any legitimate objection that the notification of defects was/is late, unsatisfactory or unfounded shall in no case lapse as a result.
2. In the case of purchase contracts and contracts for work and services, our contractual partner must make a sufficient quantity of parts which they consider to be defective available to us or third parties for inspection by us or third parties in a timely manner on request, whereby we shall bear the costs of shipment.
3. The rights of our contractual partner due to defects in delivered items or services rendered shall be determined in accordance with the statutory provisions with the proviso that our contractual partner must grant us a reasonable period for cure of at least 4 weeks, whereby they reserve the right to grant us a shorter period in individual cases if a period of at least 4 weeks for cure would be unreasonable for them to accept. Our contractual partner's claims for damages related to defects in the supply of goods or services are limited to the extent provided below in paragraph 4.
4.
4.1. Our liability for damages resulting from injury to life, limb or health based on a culpable breach of duty on our part is neither excluded nor limited. We are only liable for other damages incurred by our contractual partner if they are based on an intentional or grossly negligent breach of duty by us, one of our legal representatives or vicarious agents. If we have caused the damage as a result of simple negligence, we shall only be liable in the event of a breach of material contractual obligations, limited to reasonably foreseeable damage typical for the contract.
4.2 In all other cases, claims for damages against us for breach of duty, tort or for other legal reasons are excluded.
4.3 The foregoing limitations and exclusions of liability do not apply in the case of failure to provide agreed characteristics and qualities or in the case of guarantees if and to the extent that the agreement or guarantee had the purpose of protecting our contractual partner from damages that were not incurred directly by the supplied goods and services themselves.
4.4 The foregoing exclusions of liability also apply in any case to consequential damages and to claims by our contractual partner for reimbursement of expenses.
4.5 Insofar as our liability is excluded or limited, this also applies to the personal liability of our employees, workers, staff and vicarious agents.
5. If a complaint by our contractual partner proves unjustified, our contractual partner must reimburse us for all necessary and reasonable expenses incurred by us as a result of the complaint.
6. The warranty period for purchase and work and materials contracts is two years from the date of passage of risk and, for used goods, one year from the date of passage of risk. In the case of contracts for work and services, the warranty period shall be two years from the date of acceptance, whether formal or implied.
 § 14 Manufacturer liability
Our contractual partner shall indemnify us against all claims for damages asserted against us by third parties on the basis of the regulations concerning tortious acts, on product liability or by virtue of other regulations due to defects or deficiencies in the goods manufactured or delivered by us or our contractual partner, insofar as such claims would also be justified against our contractual partner or are no longer justified solely due to the statute of limitations which has since lapsed. Subject to the foregoing conditions, our contractual partner must also indemnify us from the costs of legal disputes that are brought against us due to such claims. In the event that claims asserted are also justified against us, we have a pro rata claim for indemnification against our contractual partner, the scope and amount of which is governed by section 254 BGB. Our indemnification obligations and liability for damages pursuant to sections 437 (3), 445a, 478, 634 (4) BGB shall remain unaffected by the above provisions, but shall only apply to the extent provided in Section 13.4 of these Terms and Conditions.
 § 15 Retention of title
1. Until all claims to which we are entitled now or in the future against our contractual partner have been satisfied, our contractual partner shall grant us the following securities, which we shall release on request if their nominal value exceeds our claims by more than 20% on a sustained basis: Goods that have been delivered remain our property. Processing or alteration shall always take place for us as the manufacturer, but without any obligation on our part. If the goods delivered by us are processed with other objects not belonging to us, we shall acquire co-ownership of the new object in the ratio of the invoice value of the goods delivered by us to the invoice value of the other goods used at the time of processing. If our goods are combined or mixed with other movable objects to form a single object, and if the other object is to be regarded as the main object, our contractual partner shall transfer co-ownership to us pro rata to the extent that such main object belongs to them. Any transfer necessary for the acquisition of ownership or co-ownership by us will be replaced by the agreement already now made that our contractual partner will keep the item in safe custody for us like a borrower or, if they do not own the item themselves, replace the transfer already now by assigning to us the claim for restitution against the owner. Items to which we are entitled to (co-) ownership in accordance with the above provisions are hereinafter referred to as goods subject retained title.
2. Our contractual partner is entitled to sell goods subject to retained title in the ordinary course of business or to combine, process or mix them with objects of others. The claims arising from the sale, combination, processing or mixing shall already now be assigned to us by our contractual partner in whole or in part in the ratio in which we are entitled to co-ownership of the sold, combined, processed or mixed object. If such claims are included in current invoices, the assignment shall also include all receivables. The assignment takes place with priority over the rest. Subject to our right of revocation, we authorize our contractual partner to collect the assigned claims. Our contractual partner must transfer amounts collected to us immediately, insofar and as soon as our claims are due. Insofar as our claims are not yet due, the amounts collected are to be recorded separately by our contractual partner. This is without prejudice to our right to collect such claims ourselves. However, we undertake not to collect the claims as long as our contractual partner meets their payment obligations from the proceeds collected, is not in default of payment and, in particular, no application for the opening of insolvency or composition proceedings has been filed or payments have not been suspended. At our request, our contractual partner is obliged to inform us of the assigned claims and their debtors, to hand over the associated documents and to provide us with all information required for collection. If we are entitled to collect the claims, our contractual partner is also obliged to notify the debtors of the assignment, whereby we are also entitled to do so ourselves. Upon cessation of payments, application for or opening of insolvency proceedings, judicial or extra-judicial composition proceedings, the rights of our contractual partner to resell, process, combine, mix and authorize collection of the assigned claims shall expire even without our revocation.
3. Our contractual partner must inform us immediately of any third party claims asserted against goods subject to retained title and to the assigned claims. Any costs of interventions or their defence shall be borne by our contractual partner.
4. Our contractual partner is obliged to treat goods subject to retained title with care, in particular to insure them sufficiently at replacement value at their own expense against fire, water and theft.
5. In the event of breach of contract by our contractual partner - in particular default in payment - we shall be entitled to take back goods subject to retained title at the expense of our contractual partner or to demand assignment of our contractual partner's claims for restitution against third parties without having to declare our withdrawal from the contract beforehand or at the same time. In particular, taking back or seizure of the reserved goods by us does not constitute a withdrawal from the contract, unless we have expressly declared this in writing.
6. Should our retention of title lose its validity upon delivery abroad or for other reasons, or should we lose ownership of the goods subject to retained title for reasons of any kind, our contractual partner is obliged to immediately provide us with other security for the goods subject to retained title, or other security for our claims, that is effective under the law applicable to the place where the goods are to remain as intended and comes as close as possible to the retention of title under German law.
 § 16 Ownership of documents, confidentiality
1. We are entitled to unrestricted property rights and copyrights in cost estimates, calculations, drawings, drafts, forms, samples, models, copies, tools, simulations and other documents or data which the customer has received directly from us or from third parties at our request. A right of retention of such items by our contractual partner is excluded.
2. The contracting parties mutually undertake to treat all commercial or technical details which have become known to them within the scope of their cooperation that are not public knowledge as their own business secrets and to maintain absolute confidentiality vis-à-vis third parties. The contracting parties may only advertise their business relationship with the prior written consent of the other party. For each case of culpable infringement of the aforementioned obligations, the contracting parties mutually agree to payment of a contractual penalty in the amount of € 6,000.00 for each individual case.
 § 17 Industrial property rights
1. If the goods are to be manufactured according to drawings, samples or other information provided by our contractual partner, our contractual partner shall be responsible for ensuring that any rights of third parties, in particular patents, utility models, other industrial property rights and copyrights are not infringed by such activities. Our contractual partner shall indemnify us against claims by third parties arising from any infringement of such rights. In addition, our contractual partner shall bear all costs incurred by us as a result of third parties asserting the infringement of such rights and our defence against such claims.
2. Should results, solutions or techniques arise in the course of our development work which are patentable in any way, we are the sole owners of the resulting property rights, copyrights and rights of use and we reserve the right to file the corresponding property right applications in our own name and for our own name.
 § 18 Place of performance, place of jurisdiction, applicable law
1. The place of performance and exclusive place of jurisdiction for deliveries, services and payments including actions on cheques and bills of exchange as well as all disputes arising between the parties is Hagen/Westphalia. However, we have the right to sue our contractual partner before any other court with jurisdiction in accordance with sections 12 et seq. German Code of Civil Procedure [ZPO].
2. The business relationship between us and our contractual partner shall be governed exclusively by the law applicable in the Federal Republic of Germany to the exclusion of international sales law, in particular the UN Convention on Contracts for the International Sale of Goods, and other international agreements for the standardization of the sales law.