General Terms and Conditions of Lanker AG
16.01.2020
General conditions
Our deliveries take place exclusively in accordance with the following conditions. Any agreements, which deviate from the latter, must be confirmed by us in writing. Orders become binding only with our written order confirmation. Purchasing conditions of the ordering party commit the supplier only if they are expressly recognised and confirmed in writing by him.
Delivery and acceptance obligations
We will endeavour to comply with the delivery dates stated in our quotations and confirmations. Delivery periods begin after receipt of all the documentation required to implement the order and if applicable the provision of materials on schedule and agreed down-payments.
However, security deposit conditions or contractual penalties will not be recognised by us in any case. Events of force majeure at the supplier or his sub-suppliers will extend the delivery period appropriately. This also applies to intervention by the authorities. Energy and raw material supply problems, strikes, lockouts and unforeseeable delivery difficulties, insofar as the supplier is not responsible for the latter. The supplier will inform the ordering party of the latter immediately. The supplier must keep the adverse effects on the ordering party as slight as possible. A delay in delivery does also not give the customer the right to refuse acceptance of the goods ordered.
Appropriate partial deliveries as well as deviations from the orders of up to +/- 10% are permitted.
In the event of call-off orders, the supplier is free to produce the entire order at once. If nothing was agreed in writing, the call-off order will run for a period of 12 months as of the order date. If the partial deliveries are not called off within the agreed period, then the supplier has the right to invoice the partial deliveries and request their acceptance within 14 days. At the end of this period, the goods will be stored at the expense and risk of the ordering party at the supplier’s premises. If the number of the items indicated in the order, but which were not produced, are not purchased within the agreed period, the supplier is entitled to a minimum quantity surcharge, compensation for lost profit and to payment of the tool cost share which has not already been offset.
Dispatch
Without special instructions on the part of the customer, we will bring the relevant goods to dispatch by post or lorry postage paid and charge the freight costs. The customer will in any case be liable for losses, which occur during transport. Urgent shipments are to be agreed separately and will in any case be borne by the customer.
Packaging
The goods are to be packed carefully. If possible, we use interchangeable pallets and frames. Single-use packaging will be charged at the original cost. If the customer requests special packaging of the parts, we will charge for this and the expenses in terms of time at the original costs.
Prices
The latter are without exception for unpacked goods ex works, excluding value added tax. Other provisions of the recipient are invalid, unless they were expressly agreed and confirmed in writing. The price for the injection-moulding tools also includes the costs of samples, but not the costs for testing and processing devices and the changes instructed by the ordering party.
Payment terms
All payments are to be made in the agreed currency exclusively to the supplier. Unless agreed otherwise, the purchase price for tools is to be paid in stages, namely 1/3 of the purchase price is to be paid with the order, 1/3 with sampling and 1/3 30 days after sampling, in each case without any discount. Finished parts or other services are to be paid within 30 days after the invoice date without any deduction of discounts.
If there is delay in payment, interest on arrears will be due without any reminder at the rate, which the bank charges to the supplier for current account loans.
If justified doubts arise regarding the solvency of the ordering party, all the supplier’s claims will fall due immediately. In addition, the supplier is free to make any further deliveries only against advance payment.
Surcharge for small quantities
In order to cover the high ancillary costs for small-scale orders, small quantity surcharges will be applied in accordance with the price list.
Moulds, tools and devices
With regard to the different legal situations in individual countries, in principle the contracting partners have the right to reach an agreement on the ownership or the right of possession regarding moulds, tools and devices.
If the supplier is the owner of the moulds, tools and devices, they will be used only for orders placed by the ordering party as long as the ordering party complies with his payment and acceptance obligations. The ordering party is not entitled to request the supply of such tools.
If the ordering party is the owner of the moulds, tools and devices, the supplier has the right to retain them until the ordering party has satisfied all the conditions of the agreement. The handover of the moulds, tools and devices to the ordering party will be replaced by the retention obligation of the supplier.
Regardless of the statutory claim for restitution of the ordering party and the lifespan of the moulds, tools and devices, the supplier is entitled to the exclusive ownership of the moulds, tools and devices until acceptance of an agreed minimum quantity and/or until the end of a certain period. The supplier must label the latter as property owned by others and insure the latter at the request and expense of the ordering party. In the event that the moulds, tools and devices and the associated know-how transfer are handed over, the supplier has a claim for appropriate compensation.
All the moulds, tools and devices will be stored and maintained carefully. At the end of five years after the last order, any obligation of retention and maintenance will lapse.
Provision of materials
If materials or inserts are delivered by the ordering party, a quantity that is approx. 5% higher must be supplied to cover any rejects during production. The parts supplied will not be checked by us.
Approved samples
The unconditional approval of samples by the ordering party rules out later notices of defects, insofar as the items delivered correspond to the approved samples.
Product liability and liability for defects
If compression-moulded parts and injection-moulded parts are delivered in accordance with special proposals, designs or drawings, the suitability warrant is limited to the fact that the parts delivered were made in accordance with this documentation. No warranty is assumed for the suitability considered by the ordering party or other purpose. The ordering party bears sole responsibility for the design and functionality of the parts, even if it was advised during development, unless the supplier gives a corresponding written assurance.
Notices of defects must be provided in writing to the supplier immediately, i.e. no later than within 14 days after receipt of the goods. In the event of hidden defects, this period will be extended to one week after discovery, but no longer than six months after receipt of the goods. In the event of justified notices of defects, the supplier is obliged to choose either subsequent improvement or free replacement delivery. More extensive claims of the ordering party of any kind are ruled out. Defective parts, which were replaced, are to be returned to the supplier.
Unauthorised reworking or unprofessional handling will result in the loss of all claims for defects. The ordering party is entitled to make rectifications only to defend disproportionately large losses, after prior written agreement with the supplier and to request compensation for the appropriate costs.
Under no circumstances will consequential losses be recognised.
Over- or under-deliveries
Appropriate partial deliveries as well as deviations from the orders of up to +/- 10% are permitted.
Industrial property rights
Insofar as we are to deliver items in accordance with drawings, models or samples, which are handed over to us by the ordering party, the ordering party will assume the risk for us to ensure that the production and delivery of the items under industrial rights of a third party are not breached. The ordering party will assume all the losses, which might arise from the breach of rights of a third party.
Design documentation, models etc. of the supplier will remain the property of the latter and are permitted to be used or passed on only with the latter’s consent. If a delivery contract does not come about owing to the fault of the ordering party, the supplier is entitled to appropriate compensation for the services he has provided.
Reservation of ownership
The supplier will remain the owner of all the deliveries until he has received payment in full in accordance with the contract.
Returned goods
Goods which have been ordered but are not delivered correctly can be taken back only in exceptional cases and after prior agreement (amount of the credit note, type of return shipment). We reserve the right to make a deduction to cover our expenses.
Place of jurisdiction
Montlingen is the place of jurisdiction for both contracting parties in all cases.
The legal relationship is subject to Swiss law.