Terms of service
1. Standard Conditions All legal relations in connection with the ordering of products or services by LSI Germany GmbH (“customer”) are subject to these Purchase and Service Terms and Conditions (“P&SC”). Other general terms and conditions are invalid, even if they were not explicitly contradicted in a given instance and/or despite the knowledge of adverse or divergent conditions. These P&SC are also valid for future transactions with the supplier within the current business relations. The supplier hereby declares that he acknowledges these P&SC with the written acceptance of the order or with the start of its execution. 2. Purchase Order and Order of Services 2.1 Delivery contracts (order and acceptance) and service contracts (commissioning and acceptance) as well as changes and supplements shall be made in writing. The supplier's acceptance of the order explicitly refers only to the conditions contained therein as well as to the P&SC. All other and/or differing conditions are explicitly excluded and are not part of the delivery contract or service contract respectively. All of the customer's offer documents remain his property and shall not be made available to third parties without the customer's consent. Drawings and models that are provided to the supplier by the customer or will be made at customer’s instruction, remain or become the property of the customer. They may not be used or brought to the attention of third parties and shall be returned immediately and without request to the customer after having carried out the order. 2.2 Unless a different commitment period has been agreed, the customer is bound to his offer for thirty (30) days after the date of the order. The supplier is required to confirm the order in writing within this commitment period. 2.3 Within a reasonable scope the customer can demand changes of the deliverable respectively service regarding construction, execution, quality, and packaging as well as time and place of the delivery respectively service from the supplier. The impacts especially in regard to increased and reduced cost as well as delivery dates or service dates, respectively, shall be regulated adequately and by mutual consent. 2.4 Any extended and expanded retention of title of the supplier regarding deliverables is excluded. 2.5 The supplier's usage of subcontractors requires the customer's explicit written consent. 3. Payment 3.1 The price and the payment conditions are subject to the purchase contract or service contract, respectively. When accepting early deliveries and services the due date is contingent on the agreed delivery respectively service date. 3.2 On deficient delivery the customer has the right to withhold part of the payment until proper completion. 3.3 The supplier is not entitled to assign claims against customer without the customer's prior written consent nor may the supplier have a third party collect claims against customer. 3.4 The customer's payment of goods does not represent the acceptance of these goods. 3.5 The drafting of services, projects, cost calculations, etc. is carried out for the customer free of charge and without obligation. This applies even if an order by the customer does not take place. 4. Notification of Defects The examination and notice period for obvious defects in the delivery is two weeks. Hidden defects must be notified within two weeks after discovery. The timeliness is not affected by the circumstance that the defect is found in normal operation only after resale, processing and commissioning of the product. In this respect, the supplier waives the objection of the delayed notice of defect. The validity of the Quality Assurance Guidelines as well as other order and delivery regulations between the customer and supplier remain unaffected. 5. Secrecy 5.1 The contracting parties commit to treat all non-manifested commercial and technical details, they get to know during their business relationship, as trade secrets unless this information becomes generally known without the fault of one of the contracting parties obliged to secrecy. 5.2 The contracting parties are only allowed to advertise their business relations if previously agreed in writing. The regulations contained in Paragraph 5 are valid for two (2) years beyond the ending or termination of a delivery contract or service contract. 6. Delivery, Delivery Dates, Deadlines and Partial Deliveries 6.1 Unless otherwise agreed, delivery is made DDP (INCOTERMS) at the goods receiving station at the delivery address indicated in the order including all additional charges. The supplier bears the risk of the coincidental loss or coincidental deterioration up to the handover and/or the customer's acceptance. 6.2 Agreed dates and deadlines are binding. The supplier acknowledges that delivery dates and quantities are of considerable importance and that therefore the customer can reject the delivery of goods or parts of it and return them to the customer at his expense if it is executed before or after the delivery date or in larger quantities than ordered and/or stated in the delivery call. The receipt of goods by the customer is authoritative for the adherence to the delivery date or delivery deadline. The supplier has to provide the goods in time taking the usual time for loading and dispatch into consideration. The deliveries shall be handled according to the customer's instructions. The pertaining valid version of the INCOTERMS is applicable to all trade terms. 6.3 Partial deliveries are not acceptable. 7. Delay in Delivery 7.1 Delivery deadlines and quantities are dependent on the customer's request. The supplier is liable to the customer for damages caused by delay if he does not meet the delivery deadline stated in the order, i.e. the customer has the right to claim damages from the supplier for all damages to its property and consequential damages including other damages especially in respect to additional labour, transportation, production, and warehousing costs. 7.2 If it becomes obvious that the supplier cannot adhere to the delivery dates fully or partially, the supplier shall immediately inform the customer in writing stating the reason and the probable duration of the delay. On failure to meet his obligation the supplier is liable for indemnification. 8. Force Majeure 8.1 Acts of God, labor disputes, riots, official measures, and other unforeseeable, inevitable, and severe events release the contracting parties from their obligations for the duration of the disturbances and for the scope of their effects. This is also applicable if these events occur at a time when the afflicted contracting party defaults. The contracting parties are obliged to submit the necessary information without delay within a reasonable scope and to adjust their obligations to the altered circumstances in good faith. 8.2 Paragraph 8.1 leaves the rights of the contracting parties granted in other terms of these P&SC unaffected. Furthermore, the customer has the right, for the duration of the interruption of execution due to delays not caused by him, to obtain the goods stated in the delivery contract respectively the services stated in the service contract up to 100% from other sources and to reduce the delivery amounts stated in the order without any obligation to the supplier. 9. Quality and Documentation 9.1 Unless otherwise agreed in the delivery contract or service contract, regarding his deliveries or services the supplier has to adhere to the acknowledged rules and level of technology as well as especially the rules and regulations issued by the legislator, the regulatory body, the professional association, and the VDE regarding execution, accident prevention, product safety and environmental protection. The pertaining latest version of the EUR: JPMorgan Chase Bank · BIC: CHASDEFX · IBAN: DE47501108006161513319 GBP: JPMorgan Bank N.A. · BIC: CHASGB2L · IBAN: GB84CHAS60924241350320 VAT-ID: DE 815 490 903 LSI Germany GmbH Eyber Straße 81 · 91522 Ansbach · Germany Tel.: +49 (0)981 1801-0 · Fax: +49 (0)981 1801-109 Geschäftsführer: Jeroen Mustert,Laura Trivulzio Handelsregister-Nr: HRB 5884 · Amtsgericht Ansbach named rules and regulations is applicable. In addition, the supplier has to ensure that the delivered machines and mechanical systems have the CE conformity mark and that the CE declaration of conformity (CE certification) is handed over at the time of the delivery. 9.2 Before delivering the goods, upon the request of the customer, the supplier has to successfully conduct a performance test for the production process including his production assemblies, installations, and machines as well as his logistic production processes under serial-production conditions and according to the customer's requirements to prove that the supplier is able to produce the deliverable in the demanded quantity and quality with his plant, personnel, and machine equipment. Changes to the deliverable require the customer's prior written consent. Additionally, the supplier has to permanently check the deliverables. The contracting partners will inform each other about opportunities of quality improvement. 9.3 The supplier has to allow representatives of the customer to enter the supplier's business premises to monitor the development and production of the deliverables in view of the compliance with the regulations agreed upon in Paragraph 9.1 and 9.2. 9.4 If the goods produced by the supplier for the customer are required for export, the supplier is obliged to submit a certificate of origin in form of an annual supplier declaration for goods to be delivered. For import deliveries the delivered goods have to be accompanied by an invoice in duplicate for custom purposes. Simplifications thereof are only permitted with the customer's prior written consent. If further official documents for import or export are needed for the proper usage of the deliverables the supplier is obliged to immediately provide the customer with these documents at his own expense and make them available to the customer. The customer shall be informed of the origin of new registered deliverables or a change of origin immediately and unsolicited. The supplier is liable for all damages of the customer caused by non-compliance of the supplier with the conditions of this Paragraph 9.4. 10. Warranty 10.1 The supplier guarantees that for the time period stated in Paragraph 10.2 the goods are free of defects, correspond with the agreed specifications, drawings, patterns, or descriptions, do not show faulty design and show the contractually agreed properties, are of contractual quality, and are fit for the intended purpose or usage for the customer. In the delivery of food and packaging the supplier guarantees in particular that the goods comply with the relevant food regulatory and verification-specific regulations. He also guarantees that the goods are produced or treated in good conditions with the necessary care, hygiene and quality control (good manufacturing practice). As far as special specifications are part of the order, they are considered as guaranteed characteristics. Furthermore, the supplier guarantees that he fulfils all laws and conditions of the corresponding markets in regard to the production and, if applicable, the development of goods as well as his contractual obligations. 10.2 The warranty period for all goods starts in general with the delivery date and ends - depending on what occurs first - either with the expiration of the warranty period granted to the ultimate buyer of the goods or customer's products integrated in the supplier's goods or twenty-four (24) months after the delivery date. In the context of contracts for work and materials for non-fungible goods, the date of the acceptance of goods instead of the date of passing of goods shall be decisive for the transfer of risk, maturity and period of limitation. The conditions contained in Paragraph 10.2 are valid subject to longer warranty periods, appointed based on national conditions of the markets to which the goods or the customer's products the supplier's goods are integrated in, are delivered. 10.3 On delivery of defective goods, the supplier, if noticed before production start, shall be given the opportunity to sort out, mend or supply later, unless this is unreasonable for the customer. If the supplier cannot execute this or if he does not meet this without delay, the customer can withdraw from the contract and return the goods at the supplier's risk. In addition, in the context of purchase contracts as well as work and material contracts to which sales law applies, the customer shall be entitled to undertake performance (repairs) itself under the conditions of §§ 634, 637 German Civil Code. The costs arising therein are carried by the supplier. If the same goods are repeatedly delivered defectively, the customer, after a written reminder on another defective delivery, is entitled to rescind (i) also the respective delivery contract for the incomplete delivery quantity as well as (ii) all other delivery contracts regarding the same or similar goods. 10.4 If the mistake is noticed after the beginning of the production despite adherence to the obligation according to Paragraph 4 (Defect Notification), the customer can demand compensation for additional expenditures referring to the condition stated in Paragraph 10.3. 10.5 Unless otherwise stated in the above, the warranty complies with the legal regulations. 11. Liability Unless liability is treated differently in these P&SC, the supplier is held liable for the indemnification of damages arising to the customer directly or indirectly due to a defective delivery, infringement of official security regulations, or other legal reasons to be imputed to the supplier: 11.1 As a matter of principle, the customer is only entitled to compensation of damages if the supplier is responsible for the damage caused by him. 11.2 If a third party makes a claim on the customer based upon mandatory law for liability regardless of fault or negligence the supplier assumes liability towards the customer in so far as if he were primarily liable. On first demand the supplier will release the customer from compensation claims enforced on the customer because of a defective product delivered by the supplier, if the defect is caused under the supplier's control and in his organizational field and if he is liable vis-à-vis third parties. 11.3 The supplier obliges to affect a product liability insurance covering the supplier's liability towards the customer and third parties for the duration of the business relationship to the necessary extent. The customer has the right to demand documentation about insurance amounts and totals covered. The supplier has to present corresponding proof of insurance issued and signed by the insurance company at any time and without delay upon the customer's request. The customer's neglected screening or request of a proof of insurance named herein does not constitute a waiver of any obligation of the supplier listed in Paragraph 11.3. The existence of an insurance contract does not lead to a limitation of the supplier's obligation resulting from this contract. The arrangement of a transportation, warehousing or indemnity insurance requires the written assignment of the customer. 11.4 Claims of the customer are excluded if the damage is due to infringements of operation, maintenance or installment instructions, inappropriate or careless usage, faulty or negligent treatment, natural deterioration or faulty repair ascribed to the customer. 11.5 The supplier, if legally obliged, is liable for measures taken by the customer to prevent damages (for example products recall). 11.6 If the customer wants to make a claim on the supplier according to the preceding regulations, he will inform and consult the supplier immediately and in full. He has to give the supplier the opportunity to investigate the claim. 11.7 The principles stated in Paragraph 11.1 and 11.3 shall be applied accordingly if the customer has no insurance or only an insufficient insurance. 12. Intellectual Property 12.1 The supplier is liable for claims resulting from the infringement of third parties’ intellectual property or applications of intellectual property (Intellectual Property) on use of the deliverables according to the agreement. 12.2 Supplier releases the customer and his buyers from all claims of the usage of such Intellectual Property. 12.3 This does not apply if the supplier has produced the deliverables according to drawings, models, or other similar descriptions or details submitted by the customer and could not realize despite the application of the necessary diligence that third parties’ Intellectual Property is infringed thereby. 12.4 The contracting partners are obliged to inform each other immediately of arising infringement risks and putative EUR: JPMorgan Chase Bank · BIC: CHASDEFX · IBAN: DE47501108006161513319 GBP: JPMorgan Bank N.A. · BIC: CHASGB2L · IBAN: GB84CHAS60924241350320 VAT-ID: DE 815 490 903 LSI Germany GmbH Eyber Straße 81 · 91522 Ansbach · Germany Tel.: +49 (0)981 1801-0 · Fax: +49 (0)981 1801-109 Geschäftsführer: Jeroen Mustert,Laura Trivulzio Handelsregister-Nr: HRB 5884 · Amtsgericht Ansbach infringement cases and to give each other the opportunity to mutually oppose to corresponding claims. 12.5 Upon the customer's request, the supplier will inform the customer about his own published and unpublished Intellectual Property as well as about any licensed Intellectual of the deliverables. 13. Labeling of Goods 13.1 The supplier will label the deliverables according to the customer's instructions or, as the case may be, as agreed. As far as products must be provided with European article numbers (EAN) or their presentation with bar code, the supplier warrants the proper coding and classification. The announced regulations of GS1 Germany are taken as the basis for this. 13.2 The supplier is only allowed to exclusively deliver deliverables that have a protected trade mark for the customer or are furnished with a corresponding design or are packed in the customer's original packing to the customer or a third party designated by the customer. If goods marked correspondingly are rejected because of defects, the supplier has to disable them at his expense. 13.3 In case of an infringement of one of the previous obligations, the customer has the right to rescind the contract or to demand the return of the deliverable, or to claim damages. 14. Data Protection In order to the European Directive 95/46/EC (General Data Protection Regulation (GDPR) we collect and process your personal data, such as the full name, your address, your valid email address, your telephone number and any information we need for the proper provision of your requested and/or the performance of a contract to which the data subject is party or in order to take steps at the request of the data subject prior to entering into a contract. The collection and processing of your personal data occurs in order to be able to identify you as a contact person and/or customer, for correspondence with you in order to process your request properly and to inform you about our products and services, for processing your orders as well as for billing. We save the collected personal data until the expiration of the statutory obligation in according to the tax and commercial requirements of storage and documentation (HGB, AO). After that period which is regularly 10 years we will delete your personal data, unless you have given consent for processing your personal data for a longer period. You have the right to demand any personal data information which is stored (Article 15 GDPR), the right to rectification or to erasure (Articles 16 and 17 GDPR), the right to restriction of processing (Article 18 GDPR), the right to object to the processing (Article 21 GDPR), the right to transfer data (Article 20 GDPR), the right to complain to a supervisory authority (this would be the Bavarian State Office for Data Protection Supervision) and the right to revoke the data protection consent. As far as we process your personal data on the basis of an explicit consent, this is done on the legal basis in accordance with. Art. 6 para. 1 lit. a GDPR. If we process your personal data in order to process a specific inquiry you have submitted to us and/or to perform a contract of which you are a party, the legal basis for data processing is Art. 6 para. 1 lit. b GDPR. If you wish detailed information about your personal data and detailed information on your rights, you are welcome to contact our data protection officer, who can be contacted at the e-mail address GDPR@JackLinks.com. You will then receive detailed instructions on data processing and your rights. 15. General Conditions 15.1 Each amendment, change, invalidation, or the waiver pertaining to a condition contained in these P&SC or a delivery contract or service contract as well as one party's approval of a divergence are only effective if made in writing and signed by both parties. 15.2 The headings of the conditions contained in these P&SC only serve as outlines and shall not be used for their interpretation. 15.3 The supplier is not allowed to assign any rights or obligations of a delivery contract or service contract in full or partially to third parties without the customer's prior written consent. 15.4 The supplier is only entitled to set off against claims of the customer with undisputed or legally binding claims. 15.5 If a party stops its payments or if insolvency proceedings about its assets or other judicial or extrajudicial insolvency proceedings are opened, the other party has the right to terminate the delivery contract or service contract for cause giving an appropriate written notice. The termination of a delivery contract or service contract leaves unaffected the parties' rights and obligations resulting from the valid legal and/or other conditions for this delivery contract or service contract. 15.6 If any clause of these P&SC and of the further agreements entered into is or becomes invalid, the validity of these P&SC and further agreements entered into will not be affected thereby. The contracting parties are obliged to substitute the invalid condition with a condition as similar as possible in respect to its economic result. The same applies if these P&SC and further agreements entered into contain a gap. 15.7 Unless otherwise agreed, these P&SCs shall be construed under and governed exclusively by the laws of the Federal Republic of Germany. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of April 11, 1980, and the conditions stipulated in the Unidroit-Agreement of May 28, 1988, are hereby expressly excluded. 15.8 The place of performance shall be the customer´s receiving plant specified in the delivery contract or service contract; in all other cases the principal place of business of the customer. Place of payment is the customer’s principal place of business. 15.9 The customers headquarter is agreed to be the exclusive place of jurisdiction for the enforcement of claims from or in connection with a delivery contract or service contract. 15.10 These P&SC were established in German and in English language. Both language versions are valid, however, in the event of any conflict between the German and the English version, the German version shall prevail.