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Lohmann's Terms & Conditions

 

Lohmann Neuwied and Remscheid/Germany

 

Terms of Purchase

Version of 27th January 2022

Note: The terms and conditions have been reviewed and adjusted in accordance with the requirements of the General Data Protection Regulation

  1. General

    These Terms of Purchase form an integral part of all our commercial/business contracts. They also apply to existing and future business relationships. No further reference to these Terms of Purchase will be necessary when future orders are placed.

    The “Supplier Code of Conduct” is also applicable and forms an integral part of the contract together with these Terms of Purchase. Both documents can be found on our website: www.lohmann-tapes.com.

    Contradictory standard terms and conditions, in particular terms of sale, are hereby expressly rejected with respect to commercial/business transactions. They will only apply if approved by us in writing. Divergent agreements, particularly those reached verbally, will likewise only be binding if confirmed by us in writing.

    The conclusion of a contract will not fail due to contradictory standard terms and conditions.
     
  2. Orders; prices

    Orders may only be placed in writing (by letter, fax, PC-fax, e-mail). Orders placed verbally will only be valid if we acknowledge them in writing.

    Lohmann does not take over any qualification costs (or similar costs) that could occur in the context of product eliminations or raw material changes. This also relates to possible approval tests of alternative products.

    The Supplier must confirm our orders in writing immediately, specifying prices and the shortest delivery time or the delivery time stipulated by us. Prices quoted are fixed and include all ancillary costs, in particular packing, transport and insurance, unless expressly agreed otherwise in writing. In case of contrary agreements, the costs of freight and packing must be stated separately in the invoices. Our order number must be quoted in all correspondence, including delivery notes and invoices.
     
  3. Delivery of goods/services; performance

    The periods and deadlines stipulated or agreed for deliveries of goods/services must be adhered to. When an order is accepted, the delivery period for the goods/services commences retrospectively on the order date. If a delivery period or deadline cannot be adhered to, the Supplier must notify us immediately of the reasons and the probable duration of the delay. If agreed periods or deadlines for delivery of goods/services are not adhered to because of circumstances for which the Supplier is responsible, we will be entitled, after setting a reasonable extension of deadline, to withdraw from the contract and/or to claim damages. The Supplier must pay all additional costs incurred as a result of late delivery of goods/services for which the Supplier is responsible as well as those incurred in adhering to the delivery period.

    The acceptance of late delivery does not imply any waiver of other claims. Unless expressly agreed otherwise in writing, deliveries will be on a “free domicile” basis to the destination stipulated or agreed. In the case of commercial/business transactions the destination will at the same time be the place of performance.

    Unless the means of transport is expressly stipulated or agreed, the Supplier must select a suitable means of transport in accordance with the principles of good faith. The Supplier must deal with the necessary formalities in relation to the carrier.

    All obligations in connection with customs clearance, in particular the processing of export documents, must be fulfilled by the Supplier at its own expense. The Supplier is obliged to furnish us with the necessary import documents (e.g. export licenses or preferential certificates) at its own expense.

    In case of deliveries from countries with which the EU has made preferential arrangements, we expect that the goods of foreign origin are entitled to preferential treatment. If goods are delivered which do not meet this requirement, the Supplier has to pay the EU customs duty.

    Unless expressly agreed otherwise in writing, the Supplier is not entitled to make partial deliveries or to deliver more or less than the amount ordered. Partial and supplementary deliveries made for reasons for which the Supplier is responsible must be made at the Supplier’s expense and accorded top priority, regardless of the invoice value. This does not affect our right to enforce further claims. Unless expressly agreed otherwise in writing, deliveries of goods must be made during the periods specified below. If they arrive later, unloading will not be possible until the next working day. Any costs incurred as a result of failure to adhere to the periods specified below must be borne by the Supplier, unless we are responsible for such failure.

    Monday to Thursday: 7 AM to 3 PM. Friday: 7 AM to 12 noon

    Two copies of the delivery note must be enclosed with each consignment. If a consignment consists of several packages, the package that contains the delivery note must be clearly indicated.

    The performance of contractual obligations of the Supplier by third parties is subject to our approval, even if the third party concerned is a company affiliated to the Supplier as defined in Section 15 of the German Companies Act (Aktiengesetz).
     
  4. Packaging

    We are entitled at our reasonable discretion to demand that the Supplier dispose of packaging materials properly and at no cost to ourselves. The packaging material will be collected by us and brought to the Supplier's attention.

    The Supplier may in all cases charge only for durable packaging materials (e.g. crates, bale cords etc.) at cost and must credit 3/4 of their value as charged if they are returned carriage-paid in usable condition within three months.

    The Supplier is responsible for the proper packaging of its delivery and is liable for all damages caused by improper packaging.

    In case of imports from countries against which the EU has imposed restrictions on certain packaging materials (e.g. wood from USA), the delivery must be made on/in suitable packaging materials which are not affected by such restrictions (e.g. plastic pallets).
     
  5. Passing of risk; transfer of title

    Unless expressly agreed otherwise in writing, risk only passes over to us upon receipt of the goods/services.

    As a matter of principle, title to supplied goods passes over to us upon receipt of the goods. Simple reservations of title by the Supplier only become part of the contract if we have expressly consented to these in writing. Prolonged or widened reservations of title likewise only apply if we have expressly consented to these in writing.
     
  6. Unforeseeable events; force majeure

    In case of unforeseen, extraordinary events, particularly force majeure, war and actions taken by sovereign powers, the Supplier must immediately commence negotiations with us regarding their impact on the contractual relationship.

    There will be no general release from the obligation to deliver the goods/services. In such cases we reserve the right to assert other claims, particularly relating to deficient performance.
     
  7. Characteristics; assurances/guarantees; warranty; liability

    The quality, quantity, dimensions and other characteristics of the goods or services delivered must conform to the legal or agreed requirements.

    For supplies of machinery, installations and spare parts, the Supplier is responsible for adherence to the relevant industrial safety and accident prevention regulations and for safe and proper performance in accordance with the latest generally accepted state of the art. All documents required for acceptance, operation, maintenance and repair are included in the scope of delivery.

    A reference to standards generally represents an assurance implying a no-fault guarantee of characteristics, unless expressly agreed otherwise in writing. Samples, patterns and other documentation and information supplied to us, such as photographs, drawings and indications of dimensions or weight, are likewise regarded as assured properties implying a no-fault guarantee of characteristics.

    The Supplier further guarantees that the use and/or resale of the goods/services supplied by it will not breach existing intellectual property rights of third parties. Under this guarantee the Supplier will, at our first request, indemnify us against all claims by third parties based on breaches of intellectual property rights.

    This is without prejudice to our right to enforce any further claims to which we are entitled, particularly claims for damages.

    Our obligation under Section 377 of the German Commercial Code (HGB) is limited to checking the identity and completeness of the delivery and obvious transport damage.

    In case of deficient performance, we may, at our discretion and taking into account what is reasonable, either initially demand rework/replacement or immediately demand that the defective delivery be taken back against reimbursement or reduction of the price, compensation for damages and/or cancellation of the contract or refund of wasted work/expenditure.

    Warranty and other claims, particularly those based on deficient performance, shall be in accordance with the law unless otherwise specified in these Terms of Purchase.

    Defects of any kind are normally to be rectified by the Supplier following a justified complaint. This applies even if they only come to light at the time of handling or processing.

    Goods provided to the Supplier for the production process shall be treated, after receipt of the goods by the Supplier, as its own product. The Supplier is obliged to check the quality and quantity of the provided goods, to notify us immediately of any defects/abnormalities and to handle the provided goods carefully. If provided material becomes unusable in the course of processing due to the fault of the Supplier, we are to be refunded the costs of replacing them. In urgent cases of danger to operational safety and to prevent excessive damage, we reserve the right to remedy the defect ourselves or have it remedied by third parties. The Supplier agrees to refund the necessary costs. A defect may only be remedied after consultation with the Supplier, unless there is danger of delivery being delayed or, despite two requests made by us, the defect is not remedied or is not remedied to our satisfaction.
     
  8. Returns; special right of cancellation

    Goods may be returned in principle, provided this is not unreasonable for the Supplier in the circumstances of the individual case. The same applies to custom-built items and packages that have been opened.

    If the Supplier ceases to supply its goods/services, if insolvency proceedings are opened in respect of its assets or if an application to open insolvency proceedings is rejected due to lack of assets, we will be entitled to withdraw from the contract as regards the unfulfilled portion of the delivery/service.
     
  9. Invoices; payments

    Invoices must be sent to us without delay in duplicate. They must satisfy legal requirements, particularly as regards indication of the VAT amount and the VAT identification number.

    Unless otherwise agreed, we will deduct a 3% discount from payments made within 30 days following receipt of the invoice/the goods, depending on which occurs last. Unless otherwise expressly agreed, the net payment period shall be 60 days, likewise calculated from the date of receipt of the invoice/the goods.

    In the case of deficient performance, we reserve the right to withhold all or part of the payment as we see fit until the deficient performance has been remedied. Payments are not regarded as confirmation of the correctness of a delivery/service.
     
  10. Secrecy; ownership of means of production and materials; industrial property rights

    The Supplier shall treat commercial and technical details which come to its attention in connection with an order confidentially as business secrets and reveal them to third parties only in so far as necessary to the performance of the order. The disclosure must be notified in writing or (in the case of an existing non-disclosure agreement) regulated in the same way by means of a non-disclosure agreement in relation to third parties.

    Drawings, models, tools, samples, dies, data media, know-how or other means of production (together referred to as “production resources”) provided to the Supplier by us for the purpose of filling an order or manufactured by the Supplier on our behalf are our property and may be used by the Supplier only for the purpose of filling the order. In particular, they must not be used for other purposes, nor duplicated, sold, pledged or made accessible to third parties without our prior written consent. All intellectual property rights, especially patent rights and copyright of the production resources and products made using the production resources, belong exclusively to us. We shall become joint owners of the products manufactured using our production resources in the ratio of the value of the production resources to the value of the product.

    The production resources shall be kept by the Supplier with all due care and diligence at no cost to ourselves and insured as third-party property, and shall be immediately handed over to us professionally packed and in good condition at the end of the business relationship or at any time on request. The Supplier shall impose equivalent obligations on its subcontractors.
     
  11. Storage of data

    We are entitled to store data relating to the Supplier subject to the requirements of the current version of the General Data Protection Regulation.
     
  12. Legal venue; applicable law

    For commercial/business transactions, the exclusive legal venue for all disputes arising directly or indirectly from the contractual relationship is the court in the place where the purchaser has its registered office.

    The legal relationship between us and the Supplier is governed exclusively by German law. Regulations, particularly those under international private law, which could result in the application of other laws, are hereby expressly excluded. The provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG) are also expressly excluded.
     
  13. Validity of terms

    Should individual parts of these Terms of Purchase be legally invalid, this shall not affect the validity of the remaining parts of the Terms of Purchase.

 

General Terms and Conditions of Sale and Delivery of Lohmann GmbH & Co. KG

Lohmann Neuwied and Remscheid/Germany

Amended version: 10 April 2024

Note: The terms and conditions have been reviewed and adjusted in accordance with the requirements of the General Data Protection Regulation

1.    Scope of application, form

1.1    All sales and deliveries by Lohmann GmbH & Co. KG (hereinafter referred to as "Lohmann") to a trader within the meaning of § 14 BGB (German Civil Code), a legal entity under public law or a special fund under public law (hereinafter referred to as "Buyer") (collectively "the Parties") and all business relationships between Lohmann and the Buyer shall be governed exclusively by these General Terms and Conditions of Sale and Delivery ("GTCS").
1.2    Unless otherwise agreed, the GTCS shall also apply to all future sales and deliveries by Lohmann to the Buyer. The current version at the time of conclusion of the contract shall apply. Lohmann shall inform the Purchaser immediately of any new versions of the GTCS.
1.3    These GTCS apply exclusively. Deviating, conflicting or supplementary general terms and conditions of the Buyer shall only become part of the contract if and insofar as Lohmann has expressly agreed to their validity in writing. This requirement of consent shall apply in any case, for example even if Lohmann carries out the delivery to the Buyer without reservation in the knowledge of the Buyer's General Terms and Conditions (GTC).
1.4    Individual agreements made with the Buyer in individual cases (including collateral agreements, supplements and amendments) shall take precedence over these GTCS. The content of such agreements shall be governed by a written contract or written confirmation. In particular, any verbal agreements deviating from these GTCS shall only be binding if Lohmann has confirmed them in writing.
1.5    Legally relevant declarations and notifications by the Buyer in relation to the contract (e.g. setting a deadline, notification of defects, withdrawal or reduction) must be made in writing, i.e. in written or text form (e.g. letter, e-mail, fax). Statutory requirements on form remain unaffected.
1.6    References to the validity of statutory provisions are for clarification purposes only. Even without such clarification, the statutory provisions shall therefore apply unless they are directly amended or expressly excluded in these GTCS.

2.    Conclusion of contract

2.1    Offers made by Lohmann are subject to change and non-binding. This shall also apply if Lohmann has provided the Buyer with samples, specimens, catalogs, other product descriptions or documents - including in electronic form - to which Lohmann otherwise reserves ownership rights and copyrights. Verbal information or recommendations are also non-binding. Information provided by the Seller on the object of the delivery or service (e.g. weights, dimensions, utility values, load-bearing capacity, tolerances and technical data) as well as representations of the same (e.g. drawings and illustrations) are only non-binding estimates unless the usability for the contractually intended purpose requires exact conformity. They are not guaranteed characteristics, but descriptions or identifications of the delivery or service. Deviations that are customary in the trade and deviations that occur due to legal regulations or represent technical improvements, as well as the replacement of components with equivalent parts, are permissible insofar as they do not impair the usability for the contractually intended purpose.
2.2    Lohmann's non-binding offers are to be understood as an invitation to the Buyer to make a binding offer to purchase. The order of the goods by the Buyer shall be deemed to be such binding purchase offer. A contract is concluded if Lohmann accepts the Buyer's purchase offer within two (2) weeks of receipt by written or e-mail order confirmation (acceptance). If this acceptance by Lohmann deviates from the Buyer's purchase offer, this shall be deemed a new non-binding offer.

3.    Delivery, place of performance, transfer of risk, acceptance, default of acceptance

3.1    If no place of performance is specified in Lohmann's offer, the place of performance for both contracting parties and also the place of any subsequent performance shall be Lohmann's registered office, Irlicher Straße 55, 56567 Neuwied.
3.2    Delivery shall be made in accordance with the modalities specified in the individual contract or the Incoterms clause agreed therein. If no corresponding terms of delivery have been agreed, delivery shall be FCA (respective place of dispatch) (Incoterms 2020).
3.3    Unless otherwise agreed, Lohmann is entitled to determine the type of shipment (in particular transport company, shipping route, packaging) itself. If delivery "free place of destination" or "free warehouse" has been agreed, this means delivery without unloading, provided that there is a passable access road. Unloading must be carried out immediately and properly by the buyer; waiting times will be charged to the buyer. 
3.4    In the case of delivery by rail, by commercial freight vehicles or by other carriers, the Buyer shall comply with the necessary formalities vis-à-vis the carrier. Unless otherwise agreed in individual cases, the Buyer shall be responsible for compliance with statutory and official regulations concerning the import, transportation, storage and use of the goods.
3.5    The risk of accidental loss and accidental deterioration of the goods shall pass to the Buyer at the latest upon handover. In the case of sale by dispatch, however, the risk of accidental loss and accidental deterioration of the goods as well as the risk of delay shall already pass upon delivery of the goods to the forwarding agent, the carrier or the person otherwise designated to carry out the shipment. This applies irrespective of whether Lohmann bears the shipping costs. If the Buyer is in default of acceptance, this shall be deemed equivalent to handover.
3.6    If the Buyer is in default of acceptance, fails to cooperate or if Lohmann's delivery is delayed for other reasons for which the Buyer is responsible, Lohmann shall be entitled to demand compensation for the resulting damage including additional expenses (e.g. storage costs).
3.7    Lohmann is entitled to make partial deliveries, in particular in the interests of rational order processing, if
(a)    the partial delivery can be used by the buyer within the scope of the contractual purpose,
(b)    the delivery of the remaining ordered goods is ensured and
(c)    the Buyer does not incur any significant additional work or costs as a result (unless Lohmann agrees to bear these costs).

4.    Delivery period and delay in delivery, unforeseeable events

4.1    The delivery period shall be agreed individually or specified by Lohmann upon acceptance of the order. Deadlines and dates for deliveries and services promised by Lohmann are always only approximate, unless a fixed deadline or a fixed date has been expressly promised or agreed. If shipment has been agreed, delivery periods and delivery dates refer to the time of handover to the forwarding agent, carrier or other third party commissioned with transportation, unless expressly stated otherwise by us. 
4.2    If Lohmann is unable to meet binding delivery deadlines for unforeseen reasons for which Lohmann is not responsible, Lohmann shall inform the Buyer of this immediately.
4.2.1    Unforeseeable exceptional events for which Lohmann is not responsible, such as in particular force majeure, war, natural disasters, sovereign measures, labor disputes, traffic disruptions, operational disruptions, raw material shortages, energy shortages, shall release Lohmann from its delivery obligation for their duration plus a reasonable restart time, without Lohmann being obliged to compensate the Buyer for damages or other compensation, in particular for delay, impossibility or other disruption of performance. Lohmann is also entitled to withdraw from the contract in whole or in part. If the Buyer cannot reasonably be expected to accept the delivery as a result of the delay, it may withdraw from the contract by immediate written declaration to Lohmann.
4.2.2    An unforeseeable event is also deemed to be the case of non-availability of the service, which includes in particular the failure of a supplier of Lohmann to deliver to Lohmann on time if Lohmann has concluded a congruent hedging transaction. In this case, Lohmann shall inform the Buyer of the expected new delivery period. Lohmann shall make every reasonable effort to procure the goods. If the service is still not available within the new delivery period, Lohmann shall be entitled to withdraw from the contract in whole or in part.
4.2.3    In the event of withdrawal, Lohmann shall immediately reimburse any consideration already provided by the Buyer. 
4.3    The occurrence of a delay in delivery by Lohmann shall be determined in accordance with the statutory provisions. In any case, however, a reminder by the Buyer is required.
4.4    The rights of the buyer according to clause 8 of these GTCS and the statutory rights of Lohmann, in particular in the event of an exclusion of the obligation to perform (e.g. due to impossibility or unreasonableness of performance and/or subsequent performance), shall remain unaffected.

5.    Prices and terms of payment

5.1    Unless otherwise agreed in individual cases, Lohmann's current price list at the time of conclusion of the contract shall apply plus statutory VAT. Unless otherwise indicated, all prices are net prices in euros.
5.2    If the agreed prices are based on Lohmann's list prices and delivery is to take place more than four (4) months after conclusion of the contract, Lohmann's list prices valid at the time of delivery shall apply (less any agreed percentage or fixed discount).
5.3    Unless otherwise stipulated in the individual contract, payments are due fourteen (14) days after the invoice date. Invoices issued by Lohmann shall be deemed accepted unless objected to in writing within 30 days of the invoice date.
5.4    In the case of sale by dispatch (Section 3.3), the Buyer shall bear the transportation costs ex warehouse in accordance with the current price and shipping costs list at the time of conclusion of the contract and the costs of any transport insurance requested by the Buyer. Any customs duties, fees, taxes and other public charges shall be borne by the Buyer.
5.5    If the Buyer fails to make payment when due in accordance with clause 5.3 the Buyer shall be in default. During the period of default, interest shall be charged on the purchase price at the applicable statutory default interest rate. Lohmann reserves the right to claim further damages for default. Lohmann's claim to commercial maturity interest (§ 353 HGB) against merchants remains unaffected.
5.6    Lohmann is entitled to perform or render outstanding deliveries or services only against advance payment or provision of security if, after conclusion of the contract, Lohmann becomes aware of circumstances which are likely to significantly reduce the creditworthiness of the Buyer and which jeopardize the payment of Lohmann's outstanding claims by the Buyer arising from the respective contractual relationship. If it becomes apparent after conclusion of the contract (e.g. through an application for the opening of insolvency proceedings) that Lohmann's claim to the purchase price is jeopardized by the Buyer's inability to pay, Lohmann is entitled to refuse performance in accordance with the statutory provisions and - if necessary after setting a deadline - to withdraw from the contract (§ 321 BGB). 
5.7    Offsetting against counterclaims of the Buyer or the withholding of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established or arise from the same order under which the delivery in question was made.

6.    Retention of title

6.1    Lohmann reserves title to the goods sold until full payment of all current and future claims of Lohmann arising from the purchase contract and ongoing business relationship (secured claims).
6.2    The goods subject to retention of title may not be pledged to third parties or assigned as security before full payment of the secured claims. The Buyer must inform Lohmann immediately in writing if an application is made to open insolvency proceedings or if third parties seize the goods belonging to Lohmann (e.g. attachments).
6.3    If the Buyer acts in breach of contract, in particular in the event of non-payment of the purchase price due, Lohmann is entitled to withdraw from the contract in accordance with the statutory provisions and/or to demand the return of the goods on the basis of retention of title. The demand for the return of the goods does not at the same time include a declaration of withdrawal; Lohmann is rather entitled to demand only the return of the goods and to reserve the right to withdraw from the contract. If the Buyer does not pay the purchase price due, Lohmann may only assert these rights if Lohmann has previously and unsuccessfully set the Buyer a reasonable deadline for payment or if setting such a deadline is dispensable under the statutory provisions.
6.4    The Buyer is until further notice according to below (c) entitled to resell and/or process the goods subject to retention of title in the ordinary course of business. In this case, the following provisions shall apply in addition.
(a)    The retention of title shall extend to the full value of the products resulting from the processing, mixing or combining of Lohmann's goods, whereby Lohmann shall be deemed to be the manufacturer. If, in the event of processing, mixing or combining with goods of third parties, their right of ownership remains, Lohmann shall acquire co-ownership in proportion to the invoice values of the processed, mixed or combined goods. In all other respects, the same shall apply to the resulting product as to the goods delivered under retention of title.
(b)    The Buyer hereby assigns to Lohmann by way of security any claims against third parties arising from the resale of the goods or the product in total or in the amount of any co-ownership share of Lohmann in accordance with the above paragraph. Lohmann accepts the assignment. The security referred to in Clause 6.2 shall also apply with regard to the assigned claims.
(c)    In addition to Lohmann, the Buyer remains authorized to collect the claim. Lohmann undertakes not to collect the claim as long as the Purchaser meets its payment obligations to Lohmann, there is no deficiency in its ability to pay and Lohmann does not assert the retention of title by exercising a right in accordance with Clause 6.3. If this is the case, however, Lohmann may demand that the Buyer informs Lohmann of the assigned claims and their debtors, provides all information necessary for collection, hands over the relevant documents and informs the debtors (third parties) of the assignment. In this case, Lohmann is also entitled to revoke the Buyer's authorization to resell and process the goods subject to retention of title.
(d)    If the realizable value of the securities exceeds Lohmann's claims by more than 10%, Lohmann shall release securities of Lohmann's choice at the Buyer's request.

7.    Reference; resale only in original packaging

7.1    The Buyer may not advertise the cooperation with Lohmann without Lohmann's prior written consent. 
7.2    Lohmann goods may only be sold in their original packaging. They may not be repackaged nor refilled. 

8.    Warranty claims of the buyer

8.1    The statutory provisions shall apply to the Buyer's rights in the event of material defects and defects of title (including incorrect and short delivery), unless otherwise specified below. In all cases, the special statutory provisions shall remain unaffected in the case of final delivery of the unprocessed goods to a consumer, even if the consumer has further processed them (supplier recourse pursuant to §§ 478 BGB). Claims arising from supplier recourse are excluded if the defective goods have been further processed by the Buyer or another trader.
8.2    The agreed specifications of the goods shall serve as basis of assessing Lohmann's liability for defects. All product descriptions and other information which are the subject of the individual contract or which were made public by Lohmann (in particular in catalogs or on Lohmann's Internet homepage) at the time the contract was concluded shall be considered to determine the specification of the goods. Lohmann points out that certain goods may have a short shelf life. 
8.3    If the specifications have not been agreed, it is to be assessed in accordance with the statutory provisions whether a defect exists or not (§ 434 Para. 1 S. 2 and 3 BGB).
8.4    Lohmann shall not be liable for defects of which the Buyer is aware at the time of conclusion of the contract or of which it is grossly negligent (§ 442 BGB). Furthermore, the Buyer's claims for defects presuppose that he has complied with his statutory duties of inspection and notification of defects (§§ 377, 381 HGB). If a defect is discovered during delivery, inspection or at any later point in time, the Buyer must inform Lohmann of this immediately in writing. In any case, obvious defects must be reported in writing within three (3) working days of delivery and defects not recognizable during the inspection within the same period from discovery. If the Buyer fails to carry out adequate inspection and/or report defects, Lohmann's liability for the defect not reported or not reported in good time or not reported properly is excluded in accordance with the statutory provisions.
8.5    If the delivered item is defective, Lohmann may initially choose whether to provide subsequent performance by remedying the defect (subsequent improvement) or by delivering a defect-free item (replacement delivery). Lohmann's right to refuse subsequent performance under the statutory conditions remains unaffected.
8.6    Lohmann is entitled to make the subsequent performance owed dependent on the Buyer paying the purchase price due. However, the Buyer is entitled to retain a reasonable portion of the purchase price in relation to the defect.
8.7    The Buyer must give Lohmann the time and opportunity required for the subsequent performance owed, in particular to hand over the rejected goods for inspection purposes. In the event of a replacement delivery, the Buyer shall return the defective item to Lohmann in accordance with the statutory provisions.
8.8    Lohmann shall bear or reimburse the expenses necessary for the purpose of inspection and subsequent performance, in particular transport, travel, labor and material costs, in accordance with the statutory provisions, if a defect actually exists. Otherwise, Lohmann may demand reimbursement from the Buyer for the costs incurred as a result of the unjustified request to rectify the defect (in particular inspection and transport costs), unless the lack of defectiveness was not apparent to Buyer.
8.9    Refurbishment costs may be charged for returned goods. This does not apply if the Buyer is not responsible for the deterioration of the goods. Returns that are not due to a defective delivery by Lohmann, but are the result of obsolescence or disposition errors on the part of the Buyer, cannot be taken into account. 
8.10    If the supplementary performance has failed or a reasonable deadline to be set by the Buyer for the supplementary performance has expired unsuccessfully or is dispensable according to the statutory provisions, the Buyer may withdraw from the purchase contract or reduce the purchase price. In the case of an insignificant defect, however, there is no right of withdrawal.
8.11    Even in the case of defects, the Buyer shall only be entitled to claim damages or reimbursement of futile expenses in accordance with Section 9 and are otherwise excluded.

9.    Liability

9.1    Lohmann shall be liable without limitation for damages resulting from injury to life, body or health which are based on an intentional or negligent breach of duty by Lohmann. Lohmann shall also be liable without limitation for other damages resulting from intentional breach of duty or grossly negligent breach of duty by Lohmann.
9.2    Lohmann's liability for property damage and financial loss due to simple negligent breach of material contractual obligations is limited to the order value of all orders placed by the customer within the previous 12-month period. If the customer has not placed any orders with Lohmann in the previous 12-month period, the limitation of liability shall be based on the forecast order value of all orders placed by the customer for the current year. Material contractual obligations are those whose fulfillment characterizes the contract and on which the buyer may rely.
9.3    Any further liability is excluded.
9.4    Insofar as Lohmann's liability is limited or excluded, the limitations or exclusions shall also apply to the personal liability of Lohmann's employees, legal representatives and vicarious agents.
9.5    The limitations and exclusions of liability pursuant to this Section 9 shall not affect Lohmann's liability in accordance with the mandatory statutory provisions of the Product Liability Act, due to the fraudulent concealment of a defect and the assumption of a guarantee for the quality of an item.

10.    Statute of limitations

10.1    Notwithstanding § 438 Para. 1 No. 3 BGB, the general limitation period for claims arising from material defects and defects of title is one year from delivery.
10.2    The above limitation periods of the law on the sale of goods shall also apply to contractual and non-contractual claims for damages of the Buyer based on a defect of the goods, unless the application of the regular statutory limitation period (Sections 195, 199 BGB) would lead to a shorter limitation period in individual cases. The Buyer's claims for damages pursuant to Clause 9.1 as well as under the Product Liability Act shall lapse exclusively in accordance with the statutory limitation periods.

11.    Property rights, ownership of materials

11.1    Lohmann reserves ownership rights and copyrights to illustrations, plans, drawings, calculations, execution instructions, product descriptions and other documents. Such documents are to be used exclusively for the contractual service and returned to Lohmann after completion of the contract. The documents must be kept secret from third parties, even after termination of the contract. The confidentiality obligation shall only expire if and insofar as the knowledge contained in the documents provided has become generally known. Special confidentiality agreements and statutory provisions on the protection of secrets shall remain unaffected.
11.2    The above provision applies accordingly to substances and materials as well as to tools, templates, samples and other items which Lohmann provides to the Buyer. Such items are - as long as they are not processed - to be stored separately at the Buyer's expense and insured to an appropriate extent against destruction and loss.

12.    Choice of law and place of jurisdiction

12.1    These GTCS and the contractual relationship between Lohmann and the Buyer shall be governed by the law of the Federal Republic of Germany to the exclusion of international uniform law, in particular the UN Convention on Contracts for the International Sale of Goods.
12.2    If the Buyer is a merchant within the meaning of the German Commercial Code, the exclusive - also international - place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Bonn. The same shall apply if the Buyer is an entrepreneur within the meaning of § 14 BGB. However, Lohmann is also entitled in all cases to bring an action at the Buyer's general place of jurisdiction. Overriding statutory provisions, in particular regarding exclusive jurisdiction, shall remain unaffected.