General Terms and Conditions of Purchase- status 01.01.2018
Section 1 General – scope: (1) Our General Terms and Conditions of Purchase apply exclusively. We do not recognise the supplier’s conditions to the contrary or those that vary from our conditions
of purchase unless we had expressly approved the validity of such conditions in writing. Our General Terms and Conditions of Purchase also apply if we unreservedly accept the supplier’s delivery in
the knowledge of the supplier’s conditions to the contrary or those that vary from our conditions of purchase.
(2) All agreements entered into by us and the supplier for the purpose of executing this contract are set out in writing in this contract.
(3) Our conditions of purchase only apply to dealings with entrepreneurs in accordance with Section 310(4) BGB (German Civil Code).
(4) Individual agreements entered into with the supplier in individual cases (including subsidiary agreements, supplementary information and amendments) shall have preference over these
conditions of purchase. However, a written contract shall be authoritative with regard to the content of such agreements.
Section 2 Offers – offer documents: (1) The supplier undertakes to accept our order within a period of 2 weeks.
(2) An amended or late acceptance applies as a new offer and shall at all times be subject to express, written approval by Lyra. The same applies to acceptance under extensions, restrictions or
(3) The supplier’s offers, drafts, specimens and samples are to be made available to Lyra free of charge.
(4) We reserve property rights and copyright to diagrams, drawings, calculations and other documents. These may not be made available to third parties without our express, written approval. They
are to be used exclusively for the manufacture as a result of our order. Once the order has been processed, they are to be returned to us without request. They are to be kept secret in dealings with
third parties. Insofar the regulation set out in Section 9(4) applies on a supplementary basis.
Section 3 Prices – terms and conditions of payment – invoice: (1) The price stated in the order has binding force. Unless otherwise agreed in writing, prices are “free domicile” and include
packing. Returning packaging shall be subject to a special agreement.
(2) All prices are to be understood to be exclusive of the statutory turnover tax, including if this is not stated separately.
(3) We can only process invoices if these – in line with the requirements set out in our order – state the order number listed there as well as the quantity, price and product number. The supplier shall
be responsible for any consequences arising from the failure to honour this obligation provided the supplier does not furnish proof that it is not responsible for such consequences.
(4) In the absence of written agreements to the contrary, we shall pay the purchase price within 14 days, calculated from receipt of the delivery and a receipt, at a 3% trade discount or within 30 days
following receipt of invoice without any deductions. In the event of a faulty delivery or invoice, we shall be entitled to hold back payment up until the delivery is properly honoured.
(5) In the case of bank transfer, payment shall be deemed made in good time if the transfer order is received by the bank prior expiry of the payment period. Payment shall be made subject to an
(6) Lyra is not required to pay any interest after the due date. The statutory requirements shall apply in the event of default. However, in any case the supplier shall be required to issue a written
(7) We are entitled to set off and retain as specified by law.
Section 4 Delivery scope and delivery time: (1) The delivery time specified in our order has binding force.
(2) The supplier undertakes to inform us in writing without delay if circumstances occur or are identified as a result of which the agreed delivery time cannot be complied with.
(3) In the event of default in delivery, we shall be entitled to the statutory rights and claims. We shall be entitled, in particular, following expiry in vain of a reasonable period to claim for damage
instead of the performance and withdraw. If we claim for damages, the supplier shall be entitled to furnish us with proof that it is not responsible for the violation of the obligation.
Section 5 Passing of risk – documents: (1) In the absence of agreements to the contrary, items are to be delivered free domicile.
(2) The supplier undertakes to precisely state our order number in all shipping documents and delivery notes. If it fails to do this, processing delays shall not be our responsibility.
Section 6 Identification of defects – liability for defects: (1) We undertake to check the goods within a reasonable period as regards quality or quantity variations. Notification shall be deemed
given in good time provided it is received by the supplier within a period of 5 workdays calculated from the receipt of goods or in the event of hidden defects when such defects are identified.
(2) We are entitled to the statutory warranty claims without restrictions. In any case, we are entitled to request that the supplier rectifies defects or delivers a new item at our discretion. We expressly
reserve the right to compensatory damages, in particular claims for damages instead of performance.
(3) We are entitled, at the supplier’s cost, to rectify defects in the event of imminent danger or if a matter is particularly urgent.
(4) The period of limitations is 36 months calculated from the passing of risk provided the compulsory provisions of Sections 478, and 479 do not apply.
Section 7 Product liability – exemption – third party liability insurance cover: (1) Insofar as the supplier is responsible for product damage, the supplier undertakes to render us exempt from third
party claims for damages at the first request insofar as the cause lies in its sphere of dominance and organisation, and it is liable in dealings with outside parties.
(2) As part of its liability for cases of damage within the meaning of sub-section 1, the supplier also undertakes to reimburse us for potential expenses in accordance with Sections 683, 670 BGB or in
accordance with Sections 830, 840 and 426 BGB, resulting from or in conjunction with a re-call campaign conducted by us. We shall inform the supplier – where possible and acceptable in good time
and in advance – of the content and scope of the re-call measures to be performed, and give the supplier the opportunity to comment. This does not affect other statutory claims.
(3) Following consultation with the supplier, we shall notify the respective, relevant authority in accordance with the requirements of ProdSiG (German Product Safety Act).
(4) The supplier undertakes to maintain product liability insurance at its own cost with a sufficient amount covered. This shall not be affected if we are entitled to further-reaching claims for damages.
Section 8 Property rights (1) The Supplier guarantees that no third party rights shall be infringed in connection with his delivery in the Federal Republic of Germany.
(2) If legal action is taken against us by a third party based on an infringement of property rights, the supplier undertakes to render us exempt from such claims at the first written request. In the event
of claims for damages by a third party, the supplier is reserved the option of furnishing proof that it was not culpable for the third party rights infringement.
(3) We are not entitled to enter into any kind of agreements with the third party – without the supplier’s approval – in particular a composition agreement.
(4) The supplier’s obligation to render us exempt applies to all expenses that we incur as a result of or in conjunction with the action brought by a third party.
(5) The period of limitation is three years calculated from the passing of risk.
Section 9 Reservation of title – provision – tools – secrecy: (1) Insofar as we order parts from the supplier, we shall retain ownership to such parts. Any processing or transformation thereof by the
supplier shall be deemed to have been performed on our behalf. If our reserved goods are processed using other items that we do not own, we shall acquire co-ownership of the new item in
proportion of the value of our item (final invoice amount including value added tax) to that of the other processed items at the time of processing.
(2) If the item made available by us is inseparably blended with items that we do not own, we shall acquire co-ownership of the new item in proportion of the value of the reserved item (purchase
price plus VAT) to that of the other blended items at the time of blending. If the mixing is performed in such a manner that the Supplier’s item is to be regarded as the primary item, it shall be deemed
agreed upon that the Supplier shall assign proportionate co-ownership to us; the Supplier shall store the solely-owned or co-owned items on our behalf.
(3) We reserve ownership to tools. The supplier undertakes to use the tools exclusively for manufacturing the goods we have ordered. The supplier undertakes to insure, at its own cost, the tools that
we own at replacement value with cover for fire damage, water damage and damage caused by theft. At the same time, the supplier assigns at this point in time to us all compensation claims
resulting from such insurance. We hereby accept the assignment. The supplier undertakes to perform servicing and inspection work on our tools that may be required and to perform all maintenance
and repair work at its own cost in good time. The supplier is to notify us immediately of any malfunctions; if it culpably fails to do so, this shall not affect claims for damages.
(4) The supplier undertakes to maintain strict secrecy regarding all diagrams, drawings, calculations and other documents and information. These may only be disclosed to third parties following our
express, written approval. The secrecy agreement shall also apply after the processing of this contract; it shall expire if and insofar as the production know-how contained in the surrendered
diagrams, drawings, calculations and other documents and information has become generally known or is proven to have been known by the supplier at the time of disclosure within the meaning of
(5) Insofar as the security rights to which we are entitled in accordance with sub-section (1) and/or sub-section (2) exceed the purchase price of all our reserved goods, which are yet to be paid for, by
more than 101%, we undertake at the supplier’s request to release the security rights at our discretion.
Section 10 Regulation conformity: (1) The supplier declares to be aware of the Code of Ethics adopted by the FILA-group, see www.fila.it. The supplier declares to have read, understood, fully
accepts and fully complies with this Code of Ehics. (2) The supplier declares that every non-EU workers, involved in the execution of this contract, will be in possession of valid Residence Visa. The
supplier will keep LYRA exempt from any economic consequences that may arise from non-compliance.
(3) The supplier shall ensure that the products it supplies comply with the provisions of the Regulation (EC) No. 1907/2006 concerning the Registration, Evaluation, Authorisation and Restriction of
Chemicals (“REACH Regulation”). The substances contained in the supplier’s products are, where necessary under the provisions of the REACH Regulation, pre-registered or registered prior to
expiry of the transitional periods, provided the substance is not excluded from the registration.
(4) The supplier assures that the products it supplies do not contain any substances of the so-called Candidate List in accordance with Article 59 (1) and (10) of the REACH Regulation. The supplier
undertakes to inform us in writing without delay if – for whichever reason – products it supplies contain substances set out in the Candidate List; this applies, in particular, in the event of the
extension/supplementation of the Candidate List. The supplier shall state the individual substances by name and state the measurement percentage share as precisely as possible.
(5) If hazardous substances within the meaning of the Hazardous Substances Regulation or product in the case of using such product the release of such substances cannot be ruled out are used,
the supplier is to make available without request the appertaining safety sheet.
(6) In the event that the supplier violates one of the above-mentioned obligations, all costs, third party claims and other disadvantages (e.g. administrative fines) as a result of the violation of the
above provision shall be borne by the supplier. This does not apply insofar as the supplier is not responsible for violating the obligation. Furthermore, we are entitled to cancel corresponding orders
without delay. Cancellation or refusal to accept do not constitute waiving possible claims for damages by us.
Section 11 Customs and exports/imports: (1) The supplier undertakes to inform us of licensing obligations that may apply to its goods in each case in accordance with German, European (EU)and
US American export, customs and foreign trade and payments law, and provide suitable data in that respect.
(2) (Long-term) supplier declarations on preferential origin (EU) or certificates regarding preferences (certificate of origin; in the case of non-EU suppliers) are to be presented with the confirmation of
(3) Furthermore, the statistical goods number and the country of origin (trade political / non-preferential origin) are to be presented with the confirmation of order.
(4) The supplier undertakes to inform us in writing without delay of any changes to the above information and data.
(5) If the supplier violates its obligations in accordance with sub-section (1), all expenses and damage as well as other disadvantages (e.g. subsequent demands of foreign import duties and
administrative fines) that we incur and sustain as a result shall be borne by the supplier. This does not apply insofar as the supplier is not responsible for violating the obligation.
Section 12 Place of jurisdiction – place of performance: (1) Insofar as the supplier is a merchant, the place of jurisdiction is deemed our registered office. However, we are also entitled to bring
legal action against the supplier at the court with jurisdiction for its place of residence.
(2) Unless otherwise stated in the order, our registered office is deemed the place of performance.
LYRA’s General Terms and Conditions of Sales Status 07.02.2017
Section 1 General – scope: (1) Our General Terms and Conditions of Sale apply exclusively. We do not recognise the customer’s conditions to the contrary or those that vary from our conditions of sale unless we had expressly approved the validity of such conditions in writing. Our General Terms and Conditions of Sale also apply if we unreservedly deliver goods to the customer in the knowledge of the customer’s conditions to the contrary or those that vary from our conditions of sale.
(2) All agreements entered into by us and the customer for the purpose of executing this contract are set out in writing in this contract.
(3) Our terms and conditions of sale only apply to entrepreneurs within the meaning of Section 310(1) of the German Civil Code (BGB).
(4) These conditions of sale also apply to all future legal transactions entered into by us and the customer provided such legal transactions are related.
Section 2 Offer – offer documents: (1) As a matter of principle, all own offers are subject to change without notice and non-binding, and merely constitute the request to offer the customer a binding offer provided nothing to the contrary is expressly provided for in the own statement.
(2) If the customer’s order is to be qualified as an offer in accordance with Section 145 BGB, we may accept it within 2 weeks. We may also accept it by forwarding confirmation of order, forwarding an invoice or forwarding or shipping the ordered goods.
(3) We reserve ownership and copyrights to diagrams, drawings, calculations and other documents. This also applies to written documents that are described as “confidential”. The customer is required to obtain our express, written approval prior to forwarding these to third parties.
Section 3 Prices – terms and conditions of payment: (1) In the absence of provisions to the contrary in the confirmation of order, our prices apply “ex works” and do not include packaging, freight, customs duties or other levies. These shall be invoiced separately.
(2) The statutory turnover tax is not included in our prices. It shall be stated in the invoice separately at the statutory amount on the day of invoicing.
(3) We are entitled to assign to third parties the claims resulting from the business association, in particular our payment claims.
(4) Deducting a trade discount shall be subject to a separate, written agreement.
(5) In the absence of provisions to the contrary in the confirmation of order, the net purchase price (without deductions) falls due for payment within 30 days from the invoice date.
(6) In the event of default in payment on the part of the customer, the statutory regulations shall apply. We are entitled, in particular, to charge default interest in the sum of 8 % p. a. above the respective base lending rate. We reserve the right to assert a claim for greater damage. In the event that we assert a claim for greater damage, the customer shall have the option of furnishing us with proof that with respect to the claim for damage caused by default, no damage at all was caused or at least it was significantly less than the claim asserted in that respect.
(7) The customer shall only be entitled to set off if its counter-claims have become res judicata, are undisputed or have been acknowledged by us. In addition, the customer is only authorised to exercise a right of retention insofar as its counter-claim is based on the same contractual relationship.
(8) Payment orders, cheques and bills of exchange shall only be accepted on account of performance and by way of deduction of all expenses and fees at the customer’s cost.
(9) If the customer uses a central settlement organisation, the effect of discharging a debt shall only occur upon receipt of payment on our account.
Section 4 Delivery scope and delivery time: (1) With regard to the start of the delivery time stated by us, it is taken for granted that all the information and documents required for executing the order and where applicable an agreed advance payment shall have been received, and where agreed upon the materials shall be provided in good time and all technical matters will have been clarified beforehand.
In the absence of express provisions to the contrary, the stated shipping or delivery dates are only provisional shipping or delivery dates, which may be amended at short notice. Such shipping or delivery dates shall only have binding force for us if we have expressly confirmed these as having binding force.
(2) Honouring our delivery obligation is furthermore conditional on the timely and proper honouring of the customer’s obligations. In the event that the customer fails, in particular, to honour its payment obligations, we shall be entitled to refuse performance in full or in part up until payment of the due amounts or provision of a security. We reserve the right to object to the failure to execute the contract.
(3) If the customer defaults in acceptance or culpably violates other collaboration duties, we shall be entitled to compensation for the damage we sustain insofar as a result, including potential additional expenses. We reserve the right to assert further-reaching claims or exercise further-reaching rights. For its part, the customer is permitted to furnish proof that damage in the requested amount was not caused at all or at least considerably less damage was caused.
(4) Insofar as the preconditions of sub-section (3) are met, the risk of possible loss of or possible deterioration in the items or products to be supplied by us – hereinafter uniformly referred to as the object of sale – shall pass to the customer at the time at which the customer defaults in acceptance or defaults as a debtor.
(5) We are liable in accordance with the statutory provisions provided the contract of purchase that is taken as a basis is a fixed business transaction within the meaning of Section 286(2) No. 4 BGB or Section 376 HGB (German Commercial Code). We are also liable in accordance with the statutory provisions provided as a consequence of default in delivery that is our responsibility the customer is entitled to assert that it ceases to have an interest in further executing the contract.
(6) Furthermore, we are liable in accordance with the statutory provisions provided the default in delivery is based on intentional or gross negligent breach of contract that is our responsibility. Culpability on the part of our representatives or vicarious agents is to be attributed to us. Insofar as the default in delivery is based on gross negligent breach of contract that is our responsibility, our liability to provide compensation for damages shall be limited to foreseeable, typical damage.
(7) We shall also be liable in accordance with the statutory provisions provided the default in delivery that is our responsibility is based on the culpable violation of a key contractual obligation. However, in such a case liability to provide compensation for damages shall be limited to foreseeable, typical damage.
(8) We reserve the right to assert additional statutory claims and exercise additional statutory rights.
Section 5 Passing of risk – taking back packaging – transport insurance: (1) In the absence of provisions to the contrary in the confirmation of order, “ex works” is agreed upon regarding the delivery.
(2) Separate agreements apply to the taking back of packaging. In the absence of such regulations, the statutory regulations apply.
(3) Where requested by the customer, we shall provide transport insurance cover. Costs incurred in that respect shall, insofar, be borne by the customer.
Section 6 Liability for defects: (1) With regard to the customer’s warranty claims it is taken for granted that the customer has properly honoured its obligations to inspect and provide notification of defects in accordance with Section 377 HGB.
(2) In the event of doubt, solely our binding product description is authoritative with regard to the agreed quality. Minor changes in colour or measurements that are customary in the trade and acceptable do not constitute defects. References to technical standards are merely intended as a performance description and are not to be interpreted as a quality guarantee. In the absence of express agreements to the contrary, the products shall be produced using materials that are customary in the trade and by way of known manufacturing procedures.
(3) In the event of advising the customer beyond the contractual performance scope, liability for the working order and suitability of the object of sale only applies in the event of a prior, express assurance in that respect.
(4) Insofar as the items or products – hereinafter uniformly referred to as the object of sale – to be supplied are faulty, we shall be entitled at our discretion to subsequently improve the object of sale or provide replacement delivery. Goods shall only be taken back following our prior, written approval.
(5) Insofar as the items or products to be supplied – hereinafter uniformly referred to as the object of sale – are faulty, we shall be entitled, at our discretion, to subsequently improve the object of sale or provide replacement delivery. Goods shall only be taken back following our prior, written approval.
(6) We shall be liable in accordance with the statutory provisions provided the customer asserts claims for damages that are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not blamed for intentional breach of contract, the liability to provide compensation for damages shall be limited to typical damage. Notification of defects must be provided in writing within 8 days.
(7) We shall be liable in accordance with the statutory provisions provided we culpably violate a key contractual obligation. However, in such a case liability to provide compensation for damages shall also be limited to foreseeable, typical damage. A key contractual obligation shall be deemed given if the customer has placed its trust, and can place its trust, in the honouring of the corresponding obligation.
(8) Warranty claims are excluded if the goods taken as a basis are used goods.
(9) This does not affect liability due to culpable loss of life, physical injury or detrimental effects on health. This also applies to compulsory liability in accordance with the German Product Liability Act.
(10) Liability is excluded in the absence of provisions to the contrary above.
(11) The period of limitation for warranty claims resulting from the sale of goods is 12 months calculated from the passing of risk.
(12) This does not affect the period of limitation in the event of delivery recourse in accordance with Sections 478, 479 BGB. It is five years calculated from delivery of the faulty item.
Section 7 Total liability: (1) Liability to provide compensation for damages that extends beyond the liability proposed in Section 6 is excluded – without consideration given to the legal nature of the asserted claim. This applies, in particular to claims for damages resulting from culpability in the case of entering into a contract, regarding other violations of obligations or regarding tortious claims for compensation from material damage in accordance with Section 823 BGB.
(2) The limitation in accordance with sub-section (1) also applies insofar as the customer makes a claim for compensation of expenses incurred in vain instead of making a claim for compensation of damage in the place of performance.
(3) Insofar as we are excluded from liability to provide compensation for damages or such liability on our part is limited, this also applies to the personal liability to provide compensation for damages on the part of our white collar workers, employees, staff members, representatives and vicarious agents.
Section 8 Return consignments: (1) Return consignments are only permitted following prior approval by our internal sales service and are to be processed in accordance with our requirements. The object of sale must be provided by stating the invoice and product number, received complaints number and quantity.
(2) Return consignments of non-marketable items or items that are not in perfect condition are not permitted.
(3) We reserve the right to charge handling costs or return returned items.
(4) In the case of unauthorised or non-advised return consignments, we reserve the right to refuse acceptance and the right to return.
Section 9 Securing reservation of title: (1) We reserve ownership to the objects of sale to be supplied by us up until all payment claims resulting from the business association have been honoured. We shall be entitled to take back the object of sale in the event of breach of conduct by the customer, in particular default in payment. Taking back the object of sale constitutes withdrawal from contract on our part. After taking back the object of sale, we shall be authorised to realise it and the realisation proceeds are to be credited to the customer’s liabilities – less reasonable realisation costs.
(2) We are entitled to exercise our rights from the reservation of title, in particular take back the object of sale supplied subject to reservation of title, without prior withdrawal from any contract.
(3) The customer undertakes to treat the object of sale with due care, and undertakes, in particular, to appropriately insure it at replacement value at its own cost against damage by fire, water and theft.
(4) In the event of seizure or other third party intervention, the customer is to notify us in writing without delay so that we can bring legal action in accordance with Section 771 ZPO. Insofar as the third party is not in a position to reimburse us for the court and out-of-court costs of legal action in accordance with Section 771 ZPO, the customer shall be liable for the shortfall we suffer.
(5) The customer is entitled to resell the object of sale during the ordinary course of business. However, the customer assigns to us at this point in time all claims in the sum of the final invoice amount (including VAT) of our claim to which the customer is entitled from the resale against its customers or third parties, namely irrespective of whether or not the object of sale has been resold with or without processing. The customer shall remain authorised to collect such claims including following the assignment. This does not affect our authority to collect the claim. However, we undertake not to collect the claim as long as the customer honours its payment obligations resulting from the collected revenue, does not default in payment and, in particular, an application has not been filed for the institution of composition or insolvency proceedings or the discontinuation of payment does not apply. However, if this is the case, we may request that that the customer informs us of the assigned claims and their debtors, that the customer furnishes all the details required for the collection, hands over the appertaining documents and notifies the debtors (third parties) of the assignment.
(6) The object of sale shall be processed or transformed by the customer at all times on our behalf. If the object of sale is processed with items that we do not own, we shall acquire co-ownership of the new item in the proportion of the value of the object of sale (final invoice amount, including VAT) to that of the other processed items at the time of processing. In other respects, with regard to the item that is created via the processing, the same applies as what is applicable to an object of sale subject to reservation of title.
If the object of sale is inseparably mixed with items that we do not own, we shall acquire co-ownership of the new item in the proportion of the value of the object of sale (final invoice amount, including VAT) to that of the other mixed items at the time of mixing. If the mixing is performed such that the customer’s item is to be regarded as the principal item, it shall be deemed agreed upon that the customer shall assign proportionate co-ownership to us. The customer shall store the sole ownership or co-ownership item created in this manner on our behalf.
(8) We undertake, at the customer’s request, to release the securities to which we are entitled insofar as the realisable value of our securities exceeds the claims to be secured by more than 10 %. Selecting the securities to be released is incumbent upon us.
Section 10 Provision of material by the customer: (1) If the customer provides materials, these are to be supplied to us at the customer’s cost and risk by way of an appropriate quantity surcharge of at least 5 % in good time and in perfect quality.
(2) In the event that the above-mentioned precondition is not met, our delivery time shall be extended accordingly. Apart from cases of force majeure, the resulting additional costs shall be borne by the customer, including for production interruptions.
Section 11 Forms (tools): (1) The price of forms that we manufacture at the customer’s express request, in particular for special productions and/or advertising products, or which are otherwise procured, shall also contain the cost of one-off sampling but not, however, the cost of testing and processing equipment or alterations requested by the customer.
(2) In the absence of agreements to the contrary, we are and shall remain owners of the forms manufactured for the customer by us or by a third party commissioned by us. In the case of an express agreement, forms shall only be used for the customer’s orders as long as the customer honours its payment and acceptance obligations. Our obligation to store the form shall expire in two years following the last parts delivery regarding the form.
(3) Insofar as a contract is terminated, but the forms however have yet to be amortised, we shall have a claim to reimbursement of the remaining amortisation charge without delay. The customer shall be invoiced for this through us.
(4) In the event that the customer becomes the owner of the form as a result of an express agreement to the contrary of the above sub-section (2), such ownership shall only pass following payment in full of the purchase price for this form and all additional claims on our part resulting from the business association against the customer pass to the customer. The hand over of the forms to the customer shall be replaced by the storage on behalf of the customer. Irrespective of a legal claim for return on the part of the customer and irrespective of the useful life, we shall be entitled to own it on an exclusive basis up until the end of the contract.
(5) In the case of the customer’s own forms in accordance with the above sub-section (4) and/or forms made available by the customer on a loan basis, our liability regarding storage and care shall be limited to the care that is applied in our own matters.
(6) The cost of maintaining and insuring the forms shall be borne by the customer. Our obligations in this respect, in particular storage obligations, shall expire if the customer fails to collect the forms within a reasonable period once the contract has been executed and following a corresponding request. As long as the customer fails to honour its contractual obligations in full, we shall be entitled in any case to exercise a right of retention regarding the forms.
Section 12 Commercial property rights and defects in title: (1) If the object of sale to be supplied by us is manufactured according to drawings, models, samples by way of using provided parts, or designs of the customer or other specifications, the customer is to ensure that third party property rights shall not be infringed upon as a result in the country of destination. We shall draw the customer’s attention to our known rights. However, we do not undertake to conduct our own research. The customer shall render us exempt at the first request from third party claims and undertakes to compensate us for any damage we sustain as a result of such claims. If we are prohibited from manufacturing or delivering by a third party citing a property right to which it is entitled, we shall be entitled – without reviewing the legal situation – to discontinue the work up until clarification of the legal situation by the customer and the third party. We shall be entitled to withdraw in the event that continuing to execute the order is no longer acceptable for us as a result of such a delay.
(2) In the event of manufacture in accordance with sub-section 1, sentence 1, the customer is responsible for compliance with packaging, notice and product labelling obligations resulting from its drawings, models, samples, provided parts or designs as well as other specifications.
(2) We, and not the customer, are entitled to the ownership, copyright and, where applicable, commercial property rights, in particular all utilisation and exploitation rights, to the models, forms and devices, drafts and drawings designed by us or by third parties commissioned by us. On request, the customer is to return to us without delay papers, documents, forms, samples or models, including all duplicates that may have been made.
(3) Section 6 applies accordingly in the event of other defects in title.
Section 13 Place of jurisdiction – place of performance: (1) Insofar as the customer is a merchant, our principal place of business shall be deemed the place of jurisdiction. However, we are entitled to bring legal action against the customer at the court with jurisdiction for its principal place of business – or place of residence.
(2) The law of the Federal Republic of Germany applies. Validity of the UN Convention on Contracts for the International Sale of Goods is excluded.
(3) Provided nothing to the contrary is stated in a confirmation of order or these General Terms and Conditions of Business, our principal place of business is deemed our place of performance.
Section 14 Settlement of Disputes: We are neither prepared nor obliged to take part in dispute settlements before consumer arbitration bodies.