General Terms

General Terms of Delivery for Products and Services of Gebrüder Leonhardt GmbH & Co. KG Blema Kircheis

Preamble / Scope of Application
These General Terms of Delivery for Products and Services apply exclusively to contracts with business customers (entrepreneurs within the meaning of § 14 BGB, legal entities under public law, or special funds under public law). The Supplier does not supply goods or services to consumers within the meaning of § 13 BGB.
By placing an order or accepting an offer, the Buyer confirms that it is acting in its commercial or self‑employed professional capacity and not as a consumer. Consumer protection regulations (in particular the provisions on distance selling, cancellation rights, and mandatory information obligations under consumer law) do not apply.
Deviating, conflicting or supplementary general terms and conditions of the Buyer shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing by the Supplier.

1.  Scope of Supplies and Services
1.1
The scope of supplies and services (hereinafter "Delivery") shall be determined by the mutually agreed written declarations of the parties. If no such declarations exist, the Supplier's written order confirmation shall prevail; if no order confirmation is issued, the Buyer's written order shall prevail.
1.2
Where the Supplier is also obliged to perform erection or assembly of equipment or installations, other assembly work or service work, the Supplier's "General Terms for Assembly and Maintenance" shall apply in addition.
1.3
The Supplier retains unrestricted title and copyright as well as all other intellectual property rights in cost estimates, drawings and other documents and information (the "Documents"). They may not be made accessible to third parties without the Supplier's prior written consent. Documents relating to offers shall be returned to the Supplier without undue delay upon request if no contract is concluded. The above shall apply mutatis mutandis to Documents of third parties engaged by the Supplier.
1.4
Ancillary agreements, amendments and supplements to the contract shall only be valid if confirmed by the Supplier in writing.

2.  Prices
2.1
Unless otherwise agreed in writing, prices shall apply ex works (EXW, Incoterms as amended from time to time), excluding packaging, loading, transport, insurance and value‑added tax. These items shall be invoiced separately.
2.2
Unless expressly designated as binding, price indications are non‑binding and subject to change. The Supplier shall be entitled to reasonably adjust prices if, after conclusion of the contract, cost increases occur, in particular due to changes in raw material prices, wages, energy or transport costs, and the Delivery is to be made more than four months after conclusion of the contract.

3.  Retention of Title
3.1
The Supplier retains title to the Delivery item ("Reserved Goods") until all claims of the Supplier against the Buyer arising from the business relationship, including future claims from contracts concluded at the same time or later, have been paid in full.
3.2
Pledging or transfer of ownership by way of security of the Reserved Goods is not permitted. The Buyer may resell the Reserved Goods in the ordinary course of business only on condition that he receives payment from his customer or makes the transfer of ownership subject to the condition that the customer has fully fulfilled his payment obligations.
3.3
The Buyer hereby assigns to the Supplier by way of security all claims arising from the resale of the Reserved Goods against its customers, including ancillary rights, in the amount of the value of the Reserved Goods. The Supplier accepts this assignment. The Buyer is revocably authorised to collect these claims for the Supplier's account in its own name.
3.4
If third parties seize the Reserved Goods, the Buyer shall point out the Supplier's ownership and inform the Supplier without undue delay in writing to enable the Supplier to enforce its ownership rights. The Buyer shall bear the costs of any judicial or extrajudicial measures required to protect the Reserved Goods, unless they can be recovered from such third parties.
3.5
If the realizable value of the securities exceeds the Supplier's claims by more than 20 %, the Supplier shall, at the Buyer's request, release securities at the Supplier's discretion.

4.  Terms of Payment
4.1
Payments shall be made without deduction to the Supplier's designated account and shall be deemed effected only when the amount is freely available to the Supplier.
4.2
Unless otherwise agreed, the purchase price shall be due immediately upon receipt of invoice. The Buyer shall be in default without further notice 30 days after the due date and receipt of invoice.
4.3
The Buyer may only set off against claims that are undisputed or have been finally adjudicated. The Buyer shall only be entitled to exercise a right of retention insofar as its counterclaim is based on the same contractual relationship and is undisputed or legally established.
4.4
The Supplier shall be entitled to demand reasonable advance payments or instalments for work and services to be provided. Such advance payments shall be charged against the agreed remuneration.

5.  Deadlines for Supplies and Services
5.1
Delivery times and dates shall only be binding if expressly agreed in writing. Compliance with delivery periods is subject to timely receipt of all Documents to be provided by the Buyer, necessary approvals and releases, timely clarification and approval of plans, compliance with agreed terms of payment and other obligations of the Buyer. If these preconditions are not fulfilled in time, the delivery period shall be extended appropriately.
5.2
A delivery period shall be deemed observed:
a)  in the case of delivery without erection or assembly, if the Delivery item has been dispatched or is ready for dispatch and notice of readiness for dispatch has been given to the Buyer by the end of the agreed period;
b)  in the case of delivery with erection or assembly, upon acceptance at the Buyer's works or, if a trial run has been agreed, upon successful completion of the trial run.
5.3
If the Supplier is prevented from timely delivery due to force majeure or other events unforeseeable at the time of conclusion of the contract (e.g. mobilisation, war, riots, strikes, lawful lockouts, shortages of labour, energy or raw materials, difficulties in procuring necessary official permits, transport disruptions, pandemics/epidemics or similar events) for which the Supplier is not responsible, the delivery period shall be extended by the duration of the impediment plus a reasonable start‑up period.
5.4
If the Supplier is in delay with delivery for reasons for which it is responsible, and the Buyer suffers damage as a result, the Buyer may demand lump‑sum compensation for delay. For each full week of delay, such compensation shall amount to 0.5 % of the value of that part of the Delivery which cannot be put to the intended use due to the delay, but in total not more than 5 % of such value.
Any further claims for damages due to delay are excluded; Section 9 shall apply to claims for damages instead of performance. The Buyer's right to withdraw from the contract after unsuccessful expiry of a reasonable grace period remains unaffected.
5.5
If dispatch or delivery is delayed at the Buyer's request or for reasons attributable to the Buyer by more than one month after notification of readiness for dispatch, the Supplier may charge storage costs of 0.5 % of the invoice value of the Delivery per commenced month, but in total not more than 5 %, unless higher actual costs are proven. The Buyer shall be entitled to prove that lower costs or no costs were incurred.

6.  Passage of Risk
6.1
The risk of accidental loss and accidental deterioration shall pass to the Buyer at the latest upon handover of the Delivery item to the forwarding agent, carrier or other third party designated to carry out the shipment. This shall also apply in the case of carriage‑paid deliveries or if the Supplier performs additional services (e.g. shipment, installation).
6.2
In the case of delivery with erection or assembly, the risk shall pass to the Buyer on the day of acceptance at the Buyer's works; if a trial run has been agreed, after successful completion of the trial run. If acceptance is delayed for reasons attributable to the Buyer, risk shall pass to the Buyer 14 days after notification of readiness for acceptance.
6.3
If dispatch, delivery, start or execution of erection or assembly, acceptance or trial run is delayed at the Buyer's request or for reasons attributable to the Buyer, risk shall pass to the Buyer for the duration of the delay. At the Buyer's request and expense, the Supplier shall insure the Delivery item against theft, breakage, transport, fire and water damage and other insurable risks.

7.  Acceptance
7.1
The Buyer shall accept the Delivery item without undue delay, even if it exhibits minor defects that do not substantially impair its suitability for the contractually agreed use.
7.2
Partial deliveries are permissible if they are reasonable for the Buyer.

8.  Warranty (Material Defects)
8.1
The Supplier shall be liable for material defects of the delivery item existing at the time of transfer of risk in accordance with this Section 8, to the exclusion of further claims, subject to Section 9 (Liability). The warranty period shall be 12 months from transfer of risk.
8.2
The Buyer shall inspect the delivery item without undue delay after delivery and shall notify the Supplier in writing of any apparent defects without undue delay, at the latest within 10 calendar days after delivery. Hidden defects shall be notified in writing without undue delay after discovery. Notifications shall describe the defect and its manifestations in reasonable detail. In all other respects, the Buyer's duties of inspection and notification pursuant to section 377 HGB shall apply. If the Buyer violates these duties, the delivery item shall be deemed approved and any warranty rights in respect of the defect concerned shall be excluded.
8.3
Upon timely and justified notice of defect, the Supplier shall, at its discretion, remedy the defect either by repair or by replacement delivery ("subsequent performance"). The Buyer shall grant the Supplier the time and opportunity reasonably required for subsequent performance and shall provide free access to the delivery item. Replaced parts shall become the property of the Supplier.
8.4
If subsequent performance fails, is unreasonable for the Buyer, or is not carried out within a reasonable period set in writing by the Buyer, the Buyer may, at its option, demand a reduction of the purchase price or rescind the contract, in each case only in accordance with the applicable statutory provisions. Rescission shall be excluded in the case of only minor defects. Claims for damages shall be governed exclusively by Section 9.
8.5
No warranty is assumed, in particular, in the following cases:
a)  unsuitable or improper use,
b)  defective installation or commissioning by the Buyer or third parties,
c)  natural wear and tear,
d)  defective or negligent handling, improper maintenance,
e)  use of unsuitable operating materials, excessive loading,
f)  faulty construction work, unsuitable building ground,
g)  chemical, electro‑chemical or electrical influences, in each case insofar as they are not attributable to the Supplier.
8.6
If the Buyer or a third party carries out improper modifications or repair work on the delivery item without the prior written consent of the Supplier, the Supplier shall not be liable for the consequences resulting therefrom. The same shall apply to defects caused by modifications to the delivery item made without the Supplier's prior written consent.
8.7
or parts repaired or replaced within the warranty period, the limitation period shall not start anew. However, for such repaired or replaced parts, warranty claims shall not expire before the end of three months after completion of the respective repair or replacement. Periods of operational interruption of the delivery item that are necessary for subsequent performance shall not be included in the warranty period for the affected parts.
8.8
All claims of the Buyer for material defects shall become time‑barred 12 months after transfer of risk. This shall also apply to claims for reimbursement of expenses and rights of recourse in the supply chain pursuant to section 445b (1) BGB. The suspension of expiry in accordance with section 445b (2) BGB shall remain unaffected and shall end no later than five years after the Supplier has delivered the item to the Buyer. Statutory longer limitation periods shall apply in cases of intent, gross negligence, fraudulent concealment of a defect and in the cases referred to in Section 9.
8.9
Section 8 shall apply mutatis mutandis to claims of the Buyer for defects based on incorrect advice or recommendations, or on breach of ancillary contractual obligations, only if such incorrect advice or breach has caused a defect in the delivery item itself.
8.10
The Supplier does not assume any warranty or liability for intellectual property rights or other rights of third parties in relation to products (such as cans, lids/ends, bodies and other packaging components) manufactured by the Buyer or third parties using machines, tools and technologies supplied by the Supplier. The Buyer shall be solely responsible for ensuring that such products and their use do not infringe third‑party rights. This shall not affect any mandatory liability of the Supplier under Section 9.

9.  Liability
9.1
Unless otherwise provided in these Terms, the Supplier shall be liable for damages and reimbursement of expenses, irrespective of the legal basis (including but not limited to impossibility, delay, defective or incorrect delivery, breach of contract, culpa in contrahendo and tort), only in cases of intent or gross negligence.
9.2
In the event of simple negligence, the Supplier shall be liable only:
a)  for damages resulting from injury to life, body or health;
b)  for damages resulting from breach of an essential contractual obligation (cardinal duty), i.e. an obligation the fulfilment of which is a prerequisite for proper performance of the contract and on the observance of which the Buyer regularly relies and may rely; in this case, however, liability shall be limited to compensation for the typical, foreseeable damage.
9.3
The limitations of liability under this Section 9 shall not apply insofar as the Supplier has fraudulently concealed a defect or has assumed a guarantee for the quality of the item, nor for claims of the Buyer under the German Product Liability Act (ProdHaftG).
9.4
Insofar as liability of the Supplier is excluded or limited, this shall also apply to the personal liability of the Supplier's organs, legal representatives, employees and vicarious agents.
9.5
The Buyer may rescind or terminate the contract due to a breach of duty that does not consist of a defect only if the Supplier is responsible for the breach of duty. A free right of termination of the Buyer (in particular pursuant to sections 650, 648 BGB) is excluded. Statutory requirements and legal consequences shall apply in all other respects.

10.  Limitation of Other Claims
10.1
Unless otherwise stipulated in these Terms, all claims of the Buyer – irrespective of the legal ground – shall become time‑barred 12 months after the statutory commencement of the limitation period.
10.2
The above limitation period shall not apply to claims for damages in cases of intent or gross negligence, in the cases referred to in Section 9.2 (a) and Section 9.3, or to claims under the Product Liability Act; in these cases, the statutory limitation periods shall apply.

11.  Place of Jurisdiction; Applicable Law
11.1
If the Buyer is a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be the registered office of the Supplier. The Supplier shall, however, also be entitled to bring an action at the Buyer's general place of jurisdiction.
11.2
These Terms and all legal relationships between the Supplier and the Buyer shall be governed exclusively by the laws of the Federal Republic of Germany, excluding its conflict‑of‑laws provisions and the United Nations Convention on Contracts for the International Sale of Goods (CISG).

12.  Severability
If any provision of these Terms is or becomes invalid or unenforceable, the validity of the remaining provisions shall not be affected thereby. In such case, the parties shall replace the invalid or unenforceable provision by a valid and enforceable provision which comes as close as possible to the economic intent of the invalid provision. The same shall apply mutatis mutandis in the event of gaps.

General Terms for Assembly and Maintenance of Gebrüder Leonhardt GmbH & Co. KG Blema Kircheis

1.    Coverage
The following General Terms for Assembly and Maintenance shall be applicable to all assembly and service work in addition to the General Terms of Sales and Delivery. Any divergent conditions or counter confirmations of Client shall be binding for the Contractor only if expressive written consent was given. No reply to such divergent conditions should be considered as consent or approval. Herewith, expressive objection is made to such divergent conditions or counter confirmations of Client.

2. Scope of assembly work and maintenance work
2.1.
Assembly of goods supplied by Contractor shall be carried out in compliance with the agreements made between him and the Client. The scope of assembly work depends upon the written consent given by the Contractor. Assembly work shall not compromise laying and connecting electric supply lines to the electrical – control cabinet, as well as connections for gas and compressed air.
2.2.
Service or maintenance contracts need a separate agreement between the parties. The resulting maintenance work includes the nurture and check-up of the founded engine or system. In detail the inspection of all mechanic and electric functions, the inspection of the allocative function, function test in the modules as well as the mail function analysis in the maintenance period.
2.3.
Repairs and mail function recovery caused by mail functions and damages between the maintenance range are not included in the service contract. They will be realized by separate accounting. Repairs which exceed the normal maintenance costs and in cases of violent damages, a separate accounting for parts of application plus mounting set will be needed.
2.4.
The compensation of all spares which got unless by natural wearout is not included in the service contract. It will be realized by separate payment for blurb plus mounting set.
2.5.
The fitters of Contractor shall not be authorized to represent him in legal transactions. However, they will be entitled to accept spare parts orders or other orders on the Contractor’s behalf. Such orders will require written consent.

3. Prices, terms of payment
3.1.
Payment for assembly work and service shall be made to the Contractor as follows:
3.1.1.
The Client will effect payment to the Contractor covering working hours inclusive of extra charge for overtime, night, Sunday and holiday work on site as well as for work under aggravating circumstances. Preparatory, travelling, routing time as well as time for reporting back shall be considered as working hours.
3.1.2.
Expenses for travels, transportation of hand tools and personal luggage as well as severance pay for working hours as well as rest and holidays will be paid for separately.
3.2.
Compensations and costs as per section 3.1. will become due as service immediately and without any deduction after receipt of invoice.
3.3.
Expenses for maintenance work will be stipulated separately between the contract parties. The maintenance costs have to be paid for 1 year in advance. The respective amount plus legal sales tax has to be paid within a payment period of 30 days
beginning with the invoice date. The stipulated maintenance costs include expenses for arrival, carriage of necessary tools and blurb. Additional expenses for blurb as per section 2.3.,2.4. are excluded.

4. Participation of Client
The Client shall care for and make available in time at his own expenses:
4.1.
Hands required for assembly work and services;
4.2.
Materials and auxiliaries required for assembly, commissioning and service rendered by the Client;
4.3.
Laying of all supply lines ready for connection;
4.4.
Requires power, heating and general lighting;
4.5.
Sufficiently large, suitable, dry and lockable rooms for keeping the machine components, equipment, materials, tools etc. on assembly site as well as appropriate work and rest rooms including adequate sanitary installations for assembly personnel. In addition, the Client shall take measures for protecting the property of Contractor as well as the property of the Contractor’s assembly personnel as he would take for protecting his own property.
4.6.
Protective clothing and protective devices required due to particular circumstances prevailing on site which are not customary for the Contractor.

5. Delay of assembly work and service
If assembly work or service are delayed without the Contractor’s fault, particularly but not exclusively, since the Client did not fulfil his obligations as per section 4 the Client shall bear all extra costs particularly incurred by waiting time and/or several commutation of assembly personnel. Waiting time shall be paid for as per section 3.1. If the goods delivered by the Contractor could not be commissioned directly after completion of assembly, the same procedure shall be applicable.

6. Completion of assembly
6.1.
Immediately after completion of assembly, the engine/installation shall be put into operation for a trial-run period of 1 hour. The Client shall submit signed minutes to the fitter regarding proper operation of engine/installation.
6.2.
In addition, the Client shall confirm the working hours stated in the assembly report and accomplishment of assembly to the fitter. The attendance sheet signed shall be the basis for accounting.

7. Warranty
7.1.
Defects and lacks of assembly work and/or service shall be cleared by the Contractor free of charge. The procedure of clearing the defects shall be defined by him.
7.2.
Additional claims of Client particularly compensation claims for defects or consequential damages regardless of title are excluded provided gross fault can be laid to the charge of Contractor or his servants. The Contractor shall not be liable for slight negligence at any rate.
7.3.
The Contractor will not grant any warranty for defects in assembly to be attributed to the interference or instructions of Client or third parties.

8. Exemption from and limitation of liability, insurance
8.1.
The Contractor will only be liable for work accomplished by assembly personnel and other servants if such work is related to the delivery of his goods, assembly or services or if induced by the Client.
8.2.
If the aforementioned terms do not contain any particular regulations, any compensation claim of Client regardless of title (e.g. resulting from noncompliance, disability, delay, positive violation of contract as well as violation of duties during contractual negotiations, unlawful acts, settlement among joint debtors, failure or incorrect completion of touch-up work) will be excluded. This exemption from liability shall also be applicable to personal liability of legal representatives,
employees and other servants of Contractor.
8.3.
The Client shall make sufficient insurances covering damages to property and personal injury of his personal as well as hands.
8.4.
The Client shall cover the transportation risks for devices, components thereof and tools upon accomplishment of assembly work and services.

9. General regulations
9.1.
The competent court at the Contractor’s headquarters shall be the exclusive venue for settling any disputes. The Contractor shall also be entitled to choose the general venue of Client.
9.2.
Law prevailing in the Federal Republic of Germany shall exclusively be applicable to all legal relations between Client and Contractor.
9.3.
The General Terms of Delivery of Gebr. Leonhardt GmbH & Co. KG Blema Kircheis shall analogously be valid in addition to the preceding Terms for Assembly.
9.4.
In the event of invalidity or incompleteness of some contractual conditions, the other conditions will remain fully valid. Instead of invalid or incomplete conditions, a regulation shall be brought forward comin closest, in the framework of legal possibilities, to that economically intended according to the sense and purpose of invalid clause or the parties would have intended if this matter was considered previously.

General Terms and Conditions of Purchase

1. Contract terms
1.1.
Unless otherwise agreed to in writing by Gebrüder Leonhardt GmbH & Co. KG Blema Kircheis (hereafter called GLBK), the following terms and conditions apply to all GLBK purchase orders for goods or services (products), in addition to any terms set forth on the face of, or attached to or incorporated by reference into, an individual purchase order. GLBK objects to any different, additional or conflicting terms proposed by a CONTRACTOR in any communication between the parties or otherwise (including on any of CONTRACTOR’S invoices, acknowledgements, other forms or website), all of which shall be deemed material alterations of the order, unless GLBK expressly agrees in writing to such terms. If there is any conflict between these terms and the terms of CONTRACTOR’s forms or website, these terms shall prevail.
1.2.
GLBK shall cease to be bound by an order which CONTRACTOR fails to confirm in writing within two weeks of the date of its issue. By confirming the order CONTRACTOR warrants that the ordered goods comply with the standards required by GLBK. Call orders shall be binding unless CONTRACTOR objections arrive within five working days of receipt of order.

2. Conclusion and amendment of the contract
2.1.
Declarations geared to the conclusion and the amendment respectively supplementation of contracts shall only be valid if made in writing. GLBK calls for deliveries may, however, also be issued by electronic remote data transmission (e.g. EDI, e-mail or fax).
2.2.
Verbal agreements prior to or at conclusion of the contract, especially deviations from GLBK’s General Terms and Conditions of Purchase shall only be valid if confirmed by GLBK in writing. Item 2.1, sentence 2 remains unaffected by this.
2.3. Any ancillary agreements made orally or by phone or other deviations from the contract are only valid if confirmed by GLBK in writing.
2.4. Cost estimates shall be binding and not subject to compensation, unless deviating terms were expressly agreed on.

3. Delivery
3.1.
GLBK only accepts deviations from the order if they have been reconfirmed by GLBK in writing.
3.2.
Terms of delivery, acceptance of costs for packaging, freight, delivery and insurance; and covering of transport risks shall be negotiated separately.
3.3.
Agreed delivery dates shall be binding. Relevant for compliance with the delivery date or the delivery deadline is receipt of the goods at the premises of GLBK.
3.4.
If the CONTRACTOR is responsible for setup and/or installation, and unless otherwise agreed upon, the CONTRACTOR shall assume all required incidental costs (travel expenses, availability of tools, etc.).
3.5.
The statutory provisions shall apply where agreed dates are not complied with. If the CONTRACTOR anticipates difficulties with respect to production, the supply of required materials, meeting the delivery date or similar circumstances that might interfere with his ability to deliver in a timely fashion or delivery with the agreed upon quality, the CONTRACTOR must immediately notify GLBK by stating the reasons.
3.6.
The unconditional acceptance of a delayed delivery or service does not constitute a waiver of claims to which GLBK is entitled due to the delayed delivery or service.
3.7.
Partial deliveries are precluded as a rule, unless GLBK expressly agreed to them in writing.
3.8.
The values determined by GLBK during the incoming inspection shall prevail with respect to quantities, weights and dimensions, unless different values were proved by the CONTRACTOR.
3.9.
With respect to software included in the scope of delivery, including its documentation, in addition to the right of use to a legally permissible extent; GLBK has the right of use with the agreed-upon performance characteristics and to the extent necessary for the use of the product in accordance with the agreement. GLBK has the right to make a backup copy, even without express agreement.

4. Warranty
4.1.
The CONTRACTOR guarantees that delivered goods accord in every respect with the applicable statutory requirements and directives, comply with the latest state-of-the-art technology and are in conformity with GLBK’s requirements and specifications. In case requirements are deviating the CONTRACTOR shall obtain permission by GLBK in writing.
4.2.
Unless otherwise agreed in writing the legal stipulations regarding warranty shall be applied.
4.3.
Acceptance of the goods takes place under reserve of investigation in particular on faultlessness, especially for correctness, completeness and fitness. Defects of the delivered goods shall be notified the CONTRACTOR immediately in as far as they can be identified during inspection in line with proper business process. Deficiencies which are not recognized during such investigation are notified within ten days after cognizance.
4.4.
Should any expenses arise out of the deficient delivery (especially costs referring material, route, labour and transport) the CONTRACTOR has to bear these expenses.
4.5.
If GLBK had to take back delivered machines/goods rendered by the CONTRACTOR, if GLBK had to accept a reduction of the purchase price or if GLBK’s customer claims indemnity or reimbursement of expenses as consequence to a deficiency of the goods delivered GLBK reserves the right to recourse against the CONTRACTOR.
4.6.
The CONTRACTOR shall immediately and free of charge correct defects in delivery or service, to which belong the non-attainment of guaranteed data and the absence of promised features. GLBK has the right to select the type of fulfillment measure. In the event the CONTRACTOR does not immediately begin with the correction of the defect after GLBK has given a time-limit, GLBK is entitled to undertake such correction by itself or by a third party at the expense of the CONTRACTOR. Minor defects may be eliminated by GLBK, in fulfilment of GLBK’s mitigation obligation, without affecting CONTRACTOR’s obligations under the warranty. The right for further claims remains reserved.
4.7.
The warranty period is 24 months, save as otherwise expressly agreed, and starts on the day GLBK receives the goods. Referring machines, plants, etc. the warranty period starts with the final acceptance; that date will be taken down written by GLBK. If acceptance is delayed through no fault of the CONTRACTOR, the warranty period shall begin when goods have been get ready for acceptance.

5. Product liability
In the event a product liability claim is asserted against GLBK, the CONTRACTOR agrees to hold GLBK harmless from such claims if and to the extent the damage was caused by a defect of the goods or services. If the cause of the damage falls within the area of responsibility of the CONTRACTOR, the CONTRACTOR shall have the burden of proof to that extent. In the above cases the CONTRACTOR assumes all costs and expenses, including the costs for any legal action or a recall campaign. In addition the legal stipulations shall apply.

6. Invoice and payment
6.1.
Invoices shall be provided in duplicate by CONTRACTOR. Showing the invoice number and other identifying information according to national applicable legislation and directives (VAT, etc.), invoices are to be sent separately by post to GLBK’s business address. It is prohibited to add invoices to the delivery.
6.2.
In so far as no special terms has been agreed on, payment is to be made within 14 days less a 3% discount or within 30 days net less a 2% discount or 60 days net after acceptance of the invoice. Payment signifies neither the acknowledgement of proper contract fulfillment nor a waiver of the liability of the CONTRACTOR on the basis of defects. In the case of justified complaints, GLBK I entitled to withhold a reasonable share of the invoiced amount.

7. Assignment
The assignment of claims against GLBK is only effective with GLBK’s written consent.

8. Data confidentiality; documents and materials
8.1.
All documents and materials that GLBK has relinquished to the CONTRACTOR for offer filing or for execution of an order remain GLBK property. All data may not be used for other purposes, reproduced or made available to third parties. After completion of the order, the CONTRACTOR shall return all material to GLBK. Tools supplied to the CONTRACTOR shall only be used for goods related to GLBK. The CONTRACTOR is obliged to insure the tools belonging to GLBK at reinstatement value and to subrogate all compensation claims against the insurer to GLBK.
8.2.
All business and technical information made available by GLBK, as long as and insofar as it is not demonstrably known to the general public, must be treated as confidential with respect to third parties and ought only to be made available to staff working on goods ordered by GLBK. These persons are also committed for secrecy.
8.3.
Goods, which are manufactured according to documents (drawings, models, etc.) or by means of GLBK tool, shall not be kept by the CONTRACTOR itself, nor offered or made available to third parties.

9. General provisions
9.1.
The place of performance is the place to which the goods are to be delivered in accordance with the contract or where the service is to be rendered.
9.2.
The contractual relationship between GLBK and CONTRACTOR shall exclusively be governed by German law. Application of the UN Sales Convention is excluded.
9.3.
Should individual terms of this contract be or become inoperative, this will not affect the remaining terms of this contract. The ineffective terms will be replaced by an effective term whose content in terms of its purpose comes closest to the purpose sought by the respective ineffective clause and to the benefit of both contractual parties.
9.4.
Solely place of jurisdiction for all disputes arising from the contractual relationship shall be Aue (Saxony).