General Conditions of Purchase
leovet Dr. Jacoby GmbH & Co. KG, Beim Eberacker 1, 35633 Lahnau, Germany
- General Terms and Conditions of Purchase, as of 03/2020 -
1.1 These Terms and Conditions of Purchase shall be the content of all purchase contracts between leovet Dr. Jacoby GmbH & Co. KG ("leovet") and the supplier. Conflicting or deviating terms of delivery or other restrictions on the part of the supplier shall not be recognised unless leovet has expressly agreed to them in writing. This shall also apply in the event of an acceptance of goods or services or the payment of a delivery, even if the acceptance or payment is made with knowledge of conflicting supplier conditions. Deviations, amendments or collateral agreements shall only be valid if leovet has agreed to them in writing.
1.2 Any reference to "written form" or "in writing" in these terms and conditions also refers to "text form" within the meaning of § 126 b BGB (German Civil Code), unless another form is expressly referred to.
2 Order and order processing
2.1 Orders may be placed in writing or verbally. They shall be deemed accepted if the supplier does not reject them in writing within ten working days of receipt. In any case, the supplier accepts the acceptance of an order under the terms and conditions regulated herein when he delivers the order to leovet or makes it available for collection.
2.2 The supplier shall immediately check an order for recognizable errors, ambiguities or incompleteness. Any addition to or amendment of an order by the supplier shall be highlighted in print and shall initially be deemed to be a rejection of an offer. The contract shall only be concluded on the supplemented or amended terms if leovet expressly confirms this in writing.
2.3 Cost estimates are in principle binding and are not to be remunerated.
3.1 All deliveries must be carried out on the date stated in the order (fixed date). In the event of a delay, leovet may withdraw from the contract in whole or in part and claim damages - also for any necessary covering purchases.
3.2 If a contractual penalty has been agreed, the other contractual and legal claims of leovet shall remain unaffected. The assertion of the contractual penalty does not exclude additional claims for damages (§ 341 II BGB), but is to be offset against these.
3.3 Delivery notes and packing slips shall be enclosed with each delivery. The supplier is responsible for all information in dispatch notes, delivery notes, packing slips, invoices as well as outer packaging. In case of shipment of dangerous goods, the Supplier shall pack, mark and ship them in accordance with the applicable provisions.
3.4 Unless otherwise stipulated by the parties, shipment shall always be free leovet, Lahnau.
4 Warranty, liability, set-off, right of retention
4.1 The supplier guarantees that all orders are free of material defects and have the agreed or guaranteed quality. All orders shall be made in accordance with the statutory provisions and shall be approved at least for the free movement of goods in the EFTA states. All required labelling regulations (namely according to WEEE, CE conformity assessment, ProdSG) etc. shall be complied with by the supplier and executed in the national language of the country of destination for the order. In the event that the supplier assures a special quality, leovet shall additionally receive the rights according to § 443 BGB (German Civil Code). Furthermore, the supplier guarantees that the order does not violate any rights of third parties (e.g. patents, trademarks, copyrights, design right). In case of a delivery according to sample, the supplier warrants the quality.
4.2 In case of culpable conduct, the supplier shall indemnify leovet against all claims of third parties and reimburse leovet upon first request for all costs and expenses to a reasonable extent resulting from a breach of warranty obligations, guarantees or other agreements. Legal claims of leovet shall otherwise remain unaffected. leovet shall be entitled to offset against claims of the supplier, also from other legal relationships or orders.
4.3 In case of delivery of an accessory part or a component, the supplier guarantees a supply of spare parts for the usual period of use of the order.
4.4 leovet shall inspect all orders in the ordinary course of business, but within a maximum of 10 working days, for detectable defects and notify the supplier thereof. In case of direct delivery to a customer of leovet, the 10-day period starts with a notice of defects to leovet. Acceptance of the order shall in no way exclude the assertion of leovet's rights under these terms and conditions or under the statutory provisions.
4.5 In urgent cases in which leovet cannot wait for the supplier to remedy a defect (e.g. in the case of fixed transactions of leovet) or in cases in which the supplier does not remedy a defect within a reasonable period of time or in the case of a foreseeable failure to remedy the defect, leovet may, at its own discretion, either remedy the defect itself and charge the costs to the supplier or withdraw from the contract and refuse delivery. The right to make covering purchases at the supplier's expense remains unaffected.
4.6 The supplier may only offset claims of leovet against undisputed or legally established claims. A right of retention of the supplier is excluded as long as claims of the supplier against leovet are in dispute.
Unless the parties agree otherwise, leovet shall be obliged to pay within 30 days strictly net, or within 10 days less 3% discount after receipt of an invoice, but in no case before receipt of the delivery and/or acceptance of the order. A payment by leovet shall in no case constitute an acknowledgement of the condition, the quantity, the prices or the faultlessness of an order.
6 Confidentiality, data protection
6.1 The parties shall at no time disclose any confidential information to any third party. Information shall not be considered "Confidential Information" if such information is already publicly known or independently obtained by the other party, provided that no breach of this Agreement is involved. In any event, each Party shall treat trade and business secrets of the other Party with the same care that it uses in its own affairs.
6.2 Each party shall process personal data in accordance with the DSGVO and the supplementary provisions of data protection law. Insofar as commissioned processing also takes place within the scope of an order, the parties shall conclude a separate written agreement to this effect.
6.3 This section shall continue to apply after the end of the contractual relationship between the parties.
7. final provisions
7.1 All orders are subject to the law of the Federal Republic of Germany with the exception of the regulation on international private law and the application of the UN Convention on Contracts for the International Sale of Goods (CISG) is excluded. The exclusive place of jurisdiction is Limburg, Germany.
7.2 The supplier shall only assign or transfer rights and obligations arising from this contract with the express prior consent of leovet.
7.3 The invalidity or inadmissibility of a provision or parts thereof shall not affect the remaining provisions. In the event of an invalid or inadmissible provision, the parties shall replace this provision with another provision which is permissible and valid and which, as far as possible, has the same economic effect as the invalid or inadmissible provision. The same shall apply in the event of a loophole.