AGB

General Terms and Conditions of Tacke + Lindemann GmbH

I. Conclusion of contract

These General Terms and Conditions of Sale and Delivery shall apply to all our contracts, deliveries and services, including consulting services, information, etc. Any terms and conditions of the Buyer are hereby expressly rejected. They shall not be binding upon us even if we do not expressly reject them again after receipt.
Our offers shall be subject to change and non-binding. Contracts and other agreements shall become binding only upon our written confirmation.
Oral agreements and assurances, including those made by our salespersons or representatives, shall require our written confirmation in order to be effective.

II. Prices

All prices shall be ex works or ex base, or in case of delivery from warehouse ex warehouse, plus freight, packaging and assembly, if applicable. Our prices shall be subject to change and non-binding. The quantity determined at the supplier’s plant or at the base or in our warehouse shall be binding for price calculation.

III. Payments

Unless the invoice states otherwise, the payment shall be made by the 15th day of the month following ex works or ex base or ex warehouse delivery, without deduction. Unless there is an undisputed or legally recognised claim against us, the offsetting of claims and exercising of rights of retention or other rights to withhold performance shall be excluded.
We accept cheques and discountable and properly taxed bills of exchange only after express agreement and only on account of performance. Bills of exchange shall only be accepted without guarantee for correct presentation and protest. Credit notes shall be made in this respect with the value of the day on which we may dispose of the equivalent value without reservation, less expenses.
In the event of any overdue payment, we shall have the right to charge 5% interest from the due date. Interest on arrears shall be charged at 5% above the respective discount rate of Deutsche Bundesbank, the German central bank.
If the terms of payment are not complied with or if the Buyer’s financial situation deteriorates significantly, all our claims shall become immediately due, irrespective of the term of any cheques and/or bills of exchange accepted or credited. We shall also have the right to carry out the still outstanding deliveries only against advance payment or to demand appropriate securities or to withdraw from the contract after a reasonable extension of time or to demand damages for non-performance. Furthermore, we may also prohibit the resale and processing of the delivered goods and demand their return or the transfer of indirect ownership of the delivered goods at the Buyer’s expense, and revoke the direct debit authorisation in accordance with VI. 6. The Buyer hereby authorises us to enter its premises in the cases as mentioned above and to take possession of the delivered goods.

IV. Delivery periods and dates

Delivery periods and dates shall be deemed approximate, unless special agreements have been made. The delivery periods shall commence at the date of our written order
confirmation, but not before complete clarification of all execution details and the provision of any necessary certificates by the Buyer. Delivery periods and dates refer to the time of dispatch ex works, ex base or ex warehouse; they are deemed to have been complied with upon notification of readiness for dispatch if the goods may not be dispatched on time through no fault of our own or through no fault of the supplier. Without prejudice to our rights arising from the Buyer’s default, the delivery periods shall be extended by the period by which the Buyer is in default with its obligations arising from this or other contracts. This shall apply accordingly to delivery dates.
If the delivery may not be carried out due to an inability of our suppliers, the Buyer and we may withdraw from the contract, provided that the agreed delivery date is exceeded by three (3) months.
The expiry of certain delivery periods and dates does not release the Buyer who wishes to withdraw from the contract or claim damages for non-performance from setting a reasonable extension of time for the performance of the service and the declaration that the Buyer will reject the service after expiry of the period. This shall not apply if we have expressly determined a period or a date in writing as binding.
In the event of force majeure or other unforeseeable, extraordinary circumstances beyond our control – e.g. difficulties in the supply of materials, breakdowns, strikes, lockouts, lack of means of transport, government interventions, difficulties in energy supply, etc. – even if they occur at the upstream suppliers, if this prevents us from meeting our obligations in due time, the delivery period shall be reasonably extended. If delivery or service become impossible or unreasonable due to the above-mentioned circumstances, we shall be released from our obligation to deliver. If the delay in delivery lasts more than two (2) months, the Buyer shall have the right to withdraw from the contract. If the delivery period is extended or if we are released from our obligation to deliver, the Buyer may not claim any damages on this account. We may invoke these circumstances only if we notify the Buyer immediately.
If acceptance and/or inspection has been agreed, it may only take place at the supplier’s plant, base or warehouse immediately after the notification of acceptance or readiness for inspection. Any costs of the appointment of experts shall be borne by the Buyer. If the Buyer refrains from the acceptance or inspection, or unwillingly delays or resigns from such acceptance or inspection, we shall have the right to dispatch the material without acceptance or inspection or to store it at the expense and risk of the Buyer. The goods shall be deemed to have been delivered under the contract once they have been dispatched or placed in storage.

V. Dispatch, delivery, transfer of risk

Unless agreed otherwise, the material shall be delivered without packaging and without anti-rust protection. If there is such a commercial practice, we deliver goods packed. We shall arrange packaging, protective and/or transport aids, based on our experience, at the Buyer’s expense, and under exclusion of our liability.
In the absence of a special agreement, the dispatch route and means of transport shall be at our discretion. If we act as a freight forwarder, the German Freight Forwarders’ General Terms and Conditions shall apply. We shall have the right, but no obligation, to insure deliveries in the name and for the account of the Buyer.
Risk (including confiscation of material) shall pass in all cases to the Buyer, including FOB and CIF transactions, as soon as the shipment is handed over to the person carrying out the transport or as soon as it leaves the Seller’s plant for dispatch, regardless of whether the shipment is sent from the place of performance and who bears the freight costs. If the goods are ready for dispatch and if the dispatch or acceptance is delayed due to reasons for which we are not responsible, the risk shall pass to the Buyer upon receipt of notification of readiness for dispatch.
We shall have the right to make partial deliveries as well as to increase or decrease the agreed quantity of goods or services, according to the commercial practice; each partial delivery shall be considered as an independent transaction.
In case of continuous delivery contracts, we shall receive call-off purchase orders and assortment types for approximately equal monthly quantities. If individual call-off purchase orders of the Buyer exceed the contractual quantity, we shall have the right, but no obligation, to deliver the excess quantity. We may also charge the surplus at the prices in force at the time of delivery.

VI. Reservation of ownership

All delivered goods shall remain our property until all our receivables – irrespective of their legal grounds – have been paid, in particular the respective balance claims, including future or contingent claims. The same shall also apply if payments are made for specifically designated claims. If we receive bills of exchange and/or cheques within the scope of payment, fulfilment shall only take place if we are able to dispose of the equivalent amount without reservation. In case of current accounts, the reserved property shall be considered as security for our balance claim.
Any handling or processing of the reserved goods shall be carried out on our behalf free of charge and without any obligation for us in such a way that we are regarded as a manufacturer under § 950 BGB (German Civil Code), id est we retain the ownership of the goods at any time and stage of processing.
If the Buyer processes other goods which do not belong to us, we shall have the co-ownership right to the new item according to the proportion of the invoice value of the reserved goods to the other processed goods at the time of processing. The same shall apply to the new item resulting from processing as to the reserved goods; they shall be considered as reserved goods within the meaning of these Terms and Conditions.
The Buyer’s claims from resale of the reserved goods shall be assigned to us in advance as security for all our claims from the business relationship, whether the reserved goods have been resold without or after processing and whether they have been resold to one or more customers.
The Buyer shall be entitled and authorised to resell the reserved goods on the basis of a purchase contract, contract for work and services, contract for labour and materials or a similar contract only if the claim from the resale is transferred to us. The Buyer shall not be authorised to dispose of the reserved goods in any other way.
The Buyer shall be authorised to collect the assigned claim. In the event of cessation of payment, filing an application for or commencing bankruptcy proceedings, judicial or extra-judicial composition proceedings or any other sharp decline of the Buyer’s assets, we may require the Buyer to notify us of the assigned claims and the debtors, to provide all
information necessary for collection, to provide the related documents and to notify the debtor of the assignment.
If the value of the security established for us exceeds the value of our claim by more than 20% in total, we shall be obliged to release the security of our choice at the request of the Buyer or a third party affected by our excessive security.
The Buyer shall be obliged to store and mark the reserved goods separately, to insure them against fire and theft and to provide us, upon request, with evidence of the insurance policy.

VII. Defects, delivery of non-contractual goods

We shall be liable for defects, including the lack of guaranteed properties, as follows:

The Buyer shall check the received goods immediately upon arrival for defects, condition and guaranteed properties. Obvious defects shall be reported to us in writing within one (1) week.
In the event of justified complaints, the defective goods shall be repaired or replaced at our discretion.
The Buyer shall, at its reasonable discretion, provide us with the time and opportunity to rectify the defect or make a replacement delivery, in particular to make the faulty goods available; otherwise the warranty shall be invalid.
If we fail to meet a reasonable deadline, extended for us, for rectification or replacement delivery, or if the rectification or replacement is not possible or if we refuse to carry out the rectification or replacement, the Buyer shall have the right, at its own discretion, to demand cancellation of the contract (redhibition) or a reduction in the purchase price (reduction).
We shall not be liable for any improper modifications and/or repair works possibly carried out by the Buyer or third parties and/or their consequences.
The warranty period for defect rectification, replacement deliveries and replacement services is valid for six (6) months, at least until the expiry of the original warranty period for the delivery item or as long as and to the extent to which the Seller is entitled to appropriate warranty claims against the Seller’s upstream suppliers. The period of liability for defects shall be extended by the period of the interruptions in operation caused by the fact that rectification, replacement deliveries or replacement services become necessary for those parts that cannot be operated properly due to the interruption.
If the goods sold do not have guaranteed features at the time of the risk transfer, the Buyer shall have the right to withdraw from the contract. The Buyer may claim damages for non-performance of the contract only if the purpose of the provision was to protect it against it.
Any further claims, in particular claims for compensation for damage not caused to the goods themselves, shall be excluded, if and when this is permitted by law.
The aforesaid provisions shall also apply to the delivery of goods other than the contractual goods.

VIII. General limitations of liability

The Seller’s liability shall be governed exclusively by the agreements made in the preceding section. The Buyer’s claims for damages arising from culpa in contrahendo, breach of secondary contractual obligations and tort shall be excluded, unless they are based on intent, gross negligence on our part or on part of one of our agents; this limitation of liability shall apply to the Buyer, accordingly. These claims shall expire half a year after receiving the goods by the Buyer.

IX. Place of performance, place of jurisdiction, applicable law

The place of performance of our services shall be the supplier’s plant in case of ex works delivery, the base in case of ex base delivery, the warehouse in case of ex warehouse delivery.
The law of the Federal Republic of Germany shall apply. The application of the Hague Convention relating to a Uniform Law on the International Sale of Goods shall be excluded.

X. Severability

Should individual provisions of these Terms and Conditions of Sale and Delivery be or become ineffective in whole or in part, the remaining provisions of these Terms and Conditions shall remain fully effective. The ineffective provisions shall be replaced by provisions that come closest to the economic purpose of the ineffective provisions and adequately safeguard both parties’ interests.

International purchasing conditions (PC) of Tacke + Lindemann GmbH

1.1

All orders are to be conducted exclusively in accordance with these purchasing conditions. Our general purchasing conditions (PC) apply to all present and future business relationships with our sub-contractors and suppliers, i.e. individuals or legal entities or partnerships with legal capacity with which we enter into business relationships and which practise a commercial activity or undertake autonomous professional business.

1.2

Sales conditions of the suppliers which deviate from, contradict or supplement these, are, even if known, not a component of the contract unless we expressly consent in writing to their validity. Amendments and supplements of the supplier as well as Terms and Conditions of the supplier that deviate from these purchasing conditions are only valid and considered to be accepted if we confirm in writing that they are an addendum to the purchasing conditions.
The same applies if the order confirmation differs from the order.

1.3

We hereby expressly revoke – also in advance in respect of all future transactions – the vendor’s sales conditions. Our purchasing conditions apply exclusively. Conditions of the supplier that contradict or deviate from our conditions are not recognised.

1.4

These agreements are also to apply if we accept and pay for supplies of goods from the vendor and if the vendor has contradictory sales conditions that are however not the basis of the contract. The fundamental principles regarding secrecy about commercial confirmation documents are to this extent altered by mutual agreement. Nor does the acceptance of supplies or services as well as payment for same also signify consent to the Terms and Conditions of the supplier.

1.5

With regard to the implementation of orders for goods and services, the specifications, drawings, descriptions and other documents agreed upon between us and the supplier are valid.

1.5.1

With regard to weighing, the net weight applies. There must be absolute compliance with the number of items. For tonnes, kg, m, m², reduced quantities are not permissible. Customary deviations in quantity may only move within the range –0/+5%. Additional payments for excess quantities are only permissible after prior written agreement.

2. Offer / concluding the contract

2.1

The contract is concluded by means of an order from us (quote) and a confirmation (acceptance) by the supplier which must always be in writing. Individual orders or recurrent order arrangements by us, i.e. by Tacke + Lindemann GmbH are possible.

2.1.1

Individual orders must be confirmed by the supplier immediately after receipt. Order schedules do not need to be confirmed by the supplier. Delivery schedules within the separately agreed, binding time for acceptance of the order schedules are considered to be accepted unless the supplier cancels immediately after receipt (within 3 days).

2.2

If the supplier does not accept the order (quote) within 2 weeks of receipt (acceptance), Tacke + Lindemann GmbH is no longer bound by the order (quote).

2.3

Measurement and weight details, quantities, prices, other descriptions and other details that are contained in catalogues, circulars, notices or price lists are only approximate figures and so are not binding for us (purchaser) unless they have been expressly included in the contract. These details, of which the vendor was informed prior to the conclusion of the contract, remain our exclusive property and may not be made accessible to third parties.

2.3.1

Tacke + Lindemann GmbH can request amendments to subjects of the contract in construction and implementation to the extent that these are reasonable for the supplier. In this instance, the effect, particularly with regard to excess and reduced costs as well as supply deadlines must be regulated appropriately and by mutual consent.

2.4

Amendments or supplements to the order on the part of the supplier are only effective if they have been confirmed in writing by Tacke + Lindemann GmbH.

3. Prices and payment conditions

3.1

The price shown in the order is binding and is based on the agreement “Delivered Duty Paid”. The agreed purchase price includes “delivery free of charge to the address of the buyer” including packaging, transportation insurance and statutory value-added tax.

3.2

Payment and delivery are to be in the manner and at the time agreed upon by the parties for the individual case. If no other agreement has been made, Tacke + Lindemann GmbH shall pay the account 14 days following the date of invoicing/the completion of the service less a 4 %. The payment period begins as soon as the delivery or service has been provided in full and the properly issued invoice has been received.

3.3

For the calculation and payment of supplies, the weights or quantities determined at the place of unloading are decisive. In the case of faulty deliveries, we are entitled to withhold payment, at least of a proportional value, until the proper fulfilment of the order. Drafts, drawings and samples are only paid for if a written agreement has previously been made in this regard.

3.4

Payments do not signify recognition that the supplies or services were in accordance with the contract.

3.5

The supplier is not entitled without the prior written consent of Tacke + Lindemann GmbH – which may not be refused unreasonably – to transfer his accounts receivable or to have them collected by third parties. If extended reservation of ownership exists, consent is considered to have been given. If the supplier, contrary to clause 1, transfers his accounts receivable from Tacke + Lindemann GmbH – without the consent of Tacke + Lindemann GmbH – to a third party, the transfer is nonetheless effective. We can however make payment to the supplier or the third party if we choose to do so and this has the effect of an exemption.

3.6

If the contracting party is not a consumer, the reimbursement of expense under § 439 III BGB in particular excludes the costs of removal, installation or attaching.

4. Delivery period – delay in delivery

4.1

The delivery deadlines agreed upon are binding and refer, if no other agreement is made, to arrival at the receiving office mentioned in the order. The delivery must be made on the delivery date set down in the purchasing contract or order. In cases of doubt, this means that the dates are always fixed. The vendor is obligated to inform the purchaser in writing in good time and immediately (if applicable by fax) if it is considered that the delivery will be delayed and to consult with us regarding further procedures.

4.2

In the case of a delay in the delivery, we are entitled to request lump sum default damages amounting to 5 % of the value of the delivery per complete week, but no more than 10% of the entire contract value. However we do expressly reserve the right to make more extensive legal claims. The supplier has the right to prove to us that the delay has not caused any damage or, at the most, relatively insignificant damage. The lump sum is in this case reduced correspondingly.

4.2.1

In addition the supplier must indemnify us, upon request, against any claims for compensation for damages made by our customer. Upon request the supplier must pay liquid security collateral (where applicable in the form of an appropriate directly enforceable bank guarantee upon the first demand by a German bank or insurance company).

4.3

In the case of non-compliance with agreed delivery dates owing to a circumstance for which the supplier is answerable, Tacke + Lindemann GmbH is, notwithstanding more extensive legal regulations or stipulations agreed upon, entitled – after allowing the deadline to pass and threatening rejection – to repudiate the contract, to obtain compensation from a third party and / or to demand compensation for damages due to non-fulfilment. Acceptance of a late delivery or service does not signify any waiver of claims to compensation.

4.4

In the case of repeated delays in delivery, Tacke + Lindemann GmbH is entitled, after prior warning, to cancel with immediate effect all orders not yet completed at that point in time.

5. Transportation, packaging, passage of risk

5.1

The risk is in principle not transferred until the delivery has been made, i.e. until the goods have been unloaded and have been placed in our stockroom or a delivery place determined by us. It is considered that passage of risk has not occurred – in each case – until after the delivery of the goods at the receiving centre agreed upon. This also applies if, on the basis of a special agreement, the freight costs are to be paid by Tacke + Lindemann GmbH. If transportation is carried out at our cost, the dispatch provisions of Tacke + Lindemann GmbH must be heeded and dispatch must be performed at the respective lowest cost. The dispatch provisions can be examined at any time or can be requested by fax or e-mail.

5.2

If no other agreement is reached, the delivery is ex-works incl. all incidental costs and packaging. Any waste disposal costs for the packaging are to be paid by the supplier.

5.3

The staff of Tacke + Lindemann GmbH or their authorised representatives act – at the surrender of the ordered goods to Tacke + Lindemann GmbH – only as vicarious agents of the supplier.

5.4

A delivery note in duplicate must be attached to each order in the designated place. In all correspondence, the details to which particular reference is made on the order form must be given.

6. Inspection of defects and warranty

6.1 Warranty (guarantee) in the case of material defects:

Acceptance of the deliveries/ services takes place with the proviso that there will be an inspection for correctness and suitability. Tacke + Lindemann GmbH will immediately give notice of defects in the goods delivered, as soon as they are established in accordance with the conditions of proper business routines. To this extent the supplier waives his right to object on the basis of late notification of defects.

6.1.1

The vendor promises expressly and gives an absolute guarantee that the goods supplied by him are free of faults, have the guaranteed properties and comply with the requirements of the purchaser and the recognised technological regulations and the technical safety regulations applicable at the time of the delivery or service. The vendor guarantees that the goods comply with the contractual agreements, its manufacturing specifications and advertising.

6.2

The vendor’s defects’ warranty or its guarantee is in principle for two years, calculated from the time of purchase – unless in an individual case a longer warranty period was agreed upon or German law compulsorily requires a longer guarantee.

6.2.1

If the order concerns materials that Tacke + Lindemann GmbH’s ultimate buyer or the customer of the customer (supplier chain etc.) is installing in a building or property or that are suitable for an appropriate use by the ultimate buyer or consumer, it is agreed that the warranty will be for five years from the purchase by our customer (reference is made to the legally mandatory regulations among others of Section 438 I No. 2 of the German Civil Code). Reference is made to the fact that the materials etc. obtained by us are also supplied to contractors who in turn produce or carry out work for ultimate buyers and so-called consumers. Reference is made to the so-called piercing of the corporate veil of the contractors, sub-contractors and manufacturers that is now regulated by law because German law has been agreed upon.

6.2.2

In addition, the supplier must, if applicable and upon request, indemnify us – regardless of our other claims – in respect of any claims by our customer for compensation for damages. Upon request, the supplier must in this regard pay liquid security funds (where necessary, in the form of an appropriate directly enforceable bank guarantee upon the first demand by a German bank or insurance company).

6.3

If there is a defect in the object of the purchase for which the vendor is answerable, Tacke + Lindemann GmbH is entitled to demand as it chooses – in the case of defects in the delivery or service – replacement for the delivery or service, the elimination or rectification of defects free of charge etc. This also applies to deliveries in which testing is limited to random checks.
In this case, the supplier must bear the expense of eliminating the defect or providing a substitute delivery. The same also applies to the costs of essential legal representation incurred by us.

6.3.1

If the supplier does not carry out the elimination of defects or the substitute delivery or service within an appropriate period that must be set by Tacke + Lindemann GmbH, then Tacke + Lindemann GmbH is entitled to rescind the contract in whole or in part without compensation, to have a price reduction and also to demand compensation for damages owing to non-fulfilment.

6.3.2

In urgent cases, particularly in order to avoid excessive damage, Tacke + Lindemann GmbH can, in order to adhere to its own supply obligations, carry out – to the necessary extent – possible rectification itself or have third parties carry this out, or if applicable, purchase defect-free objects of the contract from third parties, without this leading to an obligation on the part of Tacke + Lindemann GmbH. The supplier shall pay the necessary costs for this.

6.3.3

If, as a result of the defective delivery, an incoming goods inspection that exceeds the normal scope becomes necessary, the supplier is to bear the cost.

6.3.4

The supplier is to bear the cost and risk of the return, sorting or scrapping of the defective objects of the delivery. If a fault is not discovered until after the contractual objects have been further processed, the supplier is obligated to pay all the costs connected with the exchange or rectification of the contractual objects, especially testing costs, transportation costs, tolls, work expenses and material costs. This also includes the costs of a necessary exchange and / or the repair of products into which Tacke + Lindemann GmbH or its customers have installed – through no fault of their own – (for which the onus of proof is on the supplier) defective objects of the contract, as well as the costs for handling and the settlement of the warranty (incidental costs for materials).

6.3.5

Claims resulting from defects that arose within the warranty period, including claims for compensation for consequential damages for defects, become statute-barred – unless an extended period is set down by law – at the earliest after the expiry of a period of three years after Tacke + Lindemann GmbH gave notice of the defect – unless any longer legal period of limitation is in place.

6.4

All replacement deliveries or repairs are likewise also a component of this warranty against defects as set down in the General Purchasing Conditions.

6.5

The full range of statutory warranty claims are also due to us. We always reserve the right to demand compensation for damages and this also exists in each case in addition to the right to rescind the contract or the right to a reduction.

6.6

If claims are made against us – owing to a fault in the good delivered by the supplier – as a result of producer liability etc., the supplier must also indemnify us in each case against the producer liability etc arising from the fault.

6.7

The supplier must upon request pay security to the value of the purchase price in the form of an enforceable bank guarantee upon the first demand by a German financial institution or insurance company.

6.8 No infringement of legal norms:

The vendor expressly promises and gives an absolute guarantee that the implementation of the individual purchasing contracts will not infringe the law, particularly in respect of compliance with laws, regulations or other stipulations of any official office.

6.9 Warranty in the case of defects of title:

The vendor promises that all objects subject to the purchasing contracts are fully owned by it and that no other rights of third parties represent an obstacle (such as liens, other creditor items arising from the transfer of accounts receivable or other securities for loans, sale of receivables, hire purchase, acquisition of goods subject to retention of title etc.).

6.10

The exclusion of a reimbursement of expenses in particular pursuant to § 439 III BGB is not agreed.

7. Liability

7.1

If Tacke + Lindeman GmbH or a third party incurs damage because of a delivery of faulty parts or the poor performance of a service or another infringement of contractual obligations, the supplier is obligated to provide compensation for damages.

7.2

The supplier is liable for measures implemented by Tacke + Lindemann GmbH to guard against damage (e.g. recall action) if the damage was caused by a fault in the product delivered by the supplier.

7.3

The supplier agrees to take out product liability insurance for all the supplies and services provided by it for property damage and damage to persons which must be appropriate for the risks of the supplier industry, consumer protection and increased product liability, including recall costs cover and to maintain this cover for at least 30 years above and beyond the supply/ service. Reference is made to consumer protection that was increased by means of the reform of the Law of Obligation in Germany that has been applicable since 01.01.2002. Evidence of the type and extent of the insurance cover including the name of the liability insurance company must be provided to Tacke + Lindemann GmbH in a suitable form. Deviations from this in individual cases must be examined and agreed upon.

8. Material provided – reservation of title

8.1

If we make materials or parts available to the supplier, we reserve the right of ownership. These materials must be stored, labelled and properly managed without remuneration and with care. Processing or transformation are undertaken for us by the supplier – without putting us under any obligation. Their use is only permissible for orders by the ordering party.

8.2

In the case of processing or mixing, we acquire co-ownership of the new item as a proportion of the value of our item in relation to the other processed objects at the time of processing.

8.2.1

If the value of the material made available by us exceeds the value of processing and where applicable that of the other components of the newly produced items, the newly produced items become the property of Tacke + Lindemann GmbH, otherwise Tacke + Lindemann GmbH becomes the co-owner on the basis of the value of the material made available in proportion to the value of the total earnings.

8.3

Prior to the commencement of production, the supplier must examine the materials made available for visibly discernible defects and carry out an identification check. During production the supplier must conduct further tests if these have been agreed upon in particular with Tacke + Lindemann GmbH or are necessary according to the quality management system. If the supplier establishes that the materials provided by Tacke + Lindemann GmbH are defective in quality, it must inform the company immediately in order to consult with it in regard to further measures to be taken.

8.4

Tools, moulds, samples, patterns, drawings, standard sheets etc. made available by Tacke + Lindemann GmbH as well as objects manufactured according to these, may not be passed on to third parties without the written consent of Tacke + Lindemann GmbH, nor may they be used for purposes other than those contractually agreed upon. They may not be made accessible to third parties unless this is essential for the fulfilment of the contract. If the supplier infringes this obligation, Tacke + Lindemann GmbH can demand their surrender with the proviso that it also has additional rights. It always reserves the right to enforce further compensation for damages. The supplier is not permitted to make any information obtained in connection with the handling of the order accessible to third parties unless it is generally known or lawful in another respect.

9. Place of fulfilment, place of jurisdiction and law to be applied etc.

9.1

As our customer is a businessman or possibly also a legal entity under public law or a separate fund under public law, the place of business of our company, Dortmund, is the exclusive place of jurisdiction for all disputes arising from this contract. The same applies if the supplier does not have any general place of jurisdiction in Germany or its company headquarters or residential address or usual place of residence are unknown at the time of the legal proceedings. We can also choose to bring an action against the supplier at its place of jurisdiction.

9.2

The place of fulfilment for the supplies and our payments is in principle our warehouse in Forst. In individual cases we shall designate another place of delivery for the supplies. The place of fulfilment for the supplies and services is the place to which the goods are to be delivered in accordance with the order.

9.3

For all legal relationships between us and the vendor (sub-contractor, supplier, manufacturer) the law at the place of our headquarters that is decisive for the legal relationship between domestic parties shall apply. It is agreed that the law of the Federal Republic of Germany shall be valid and that the UN law relating to the international sale of goods shall be excluded.

9.4

If individual conditions of the contract with the vendor including these General Purchasing Conditions are or become ineffective in whole or in part, this does not affect the validity of the other conditions. The contractual parties are mutually obligated to replace the regulation that has become ineffective with a regulation that from a legal perspective most closely resembles in meaning and purpose and in economic performance that of the ineffective condition.

9.5

Agreements, especially oral subsidiary agreements and any promises made by our purchasing employees do not become binding until they are confirmed by us in writing. Even a waiver of the written form requires this form.

9.6

These regulations replace all prior agreements previously made by the parties in these business fields orally or in writing. If the purchasing conditions do not contain any regulations, the legal stipulations shall apply.

Tacke + Lindemann GmbH