Delivery and payment terms & conditions of Lock GmbH, Ertingen/Germany, valid for companies placing orders with their head of-fice locations inside the European Union or Switzerland 

Section 1 Scope, form

(1) These general terms and conditions of sale apply to all business transactions with our customers ("Purchasers"). These general terms & conditions of sale only apply if the purchaser is a businessman (section 14, German Civil Code [BGB]), a legal person under public law or a special fund under public law.

(2) In particular, these general terms & conditions of sale apply to contracts relating to the sale and/or delivery of movable items ("Goods") irrespective of whether we manufacture those goods ourselves or purchase them from sub-contractors (sections 433, 651 of the German Civil Code [BGB]). Unless otherwise agreed, these general terms & conditions of sale apply at the time the purchaser places an order in accordance with the currently valid version of the general agreement, i.e. the one most recently communicated to him in text format, as well as to future contracts of the same nature without the need for us to refer to them in each individual case.

(3) Our general terms & conditions of sale apply without exception. Deviating, opposing or supplementary general terms & conditions of business of the purchaser shall only become part of the contract and applicable if we have expressly consented to them. This requirement for consent applies in all cases, for example even if we execute a delivery to the purchaser without reservation and in full knowledge of the general terms & conditions of business of the purchaser.

(4) Individual agreements made in isolated cases with the purchaser (including subsidiary agreements, supplements and amendments) always take precedence over these general terms & conditions of sale. For the content of agreements of this nature, subject to counterevidence, a written contract and/or our written confirmation is authoritative.

(5) Significant legal explanations and announcements by the purchaser in relation to the contract (e.g. the setting of deadlines, notification of defects, withdrawal from contract or reduction), must be submitted in written or in text form (e.g. letter, e-mail, fax). Legislative formal requirements and other forms of verification, in particular in relation to doubts raised about the legitimacy of the declaring party are not affected.

(6) References to the applicability of legislative stipulations shall only be for the purposes of clarification. Even without clarification of this nature, the legal stipulations shall therefore apply, unless these are amended or expressly excluded in these general terms & conditions of sale.

Section 2 Conclusion of contract

(1) Our quotations are without obligation and are subject to change without notice This also applies if we have provided the purchaser with catalogues, technical documentation (including drawings, diagrams, calculations, computations, references to DIN standards), other product descriptions or documents - including in electronic form - to which we retain title and copyright.

(2) The ordering of goods by the purchaser is viewed as a contractually binding offer. Unless something else arises from the order, we are entitled to accept this contractual offer within 3 weeks of its arrival with us.

(3) Acceptance can either be announced in writing (e.g. In the form of an order confirmation) or by delivery of the goods to the purchaser.

Section 3 Delivery lead time and arrears over delivery

(1) The delivery lead time is agreed on an individual basis and/or is announced by us when the order is accepted. If this is not the case, the delivery lead time is then approximately 3 weeks from the date of conclusion of contract.

(2) In cases where we are unable to meet delivery commitments for reasons over which we have no control (non-availability of service), we shall inform the purchaser to this effect immediately and, at the same time, shall notify the purchaser of the anticipated new delivery date. If the service is still not available within the new delivery lead time, we are entitled to withdraw from the contract either wholly or in part. In such cases, we would immediately reimburse the purchaser for any payment that may already have been made against this. An example of non-availability of a service in this context applies in particular to late deliveries to ourselves by our suppliers, in cases where we have concluded a congruent hedging transaction, where neither we nor our suppliers are responsible or in individual cases where we are not obliged to source materials.

(3) The onset of a delay in delivery is defined in legislative provisions. In all cases, a reminder must be obtained from the purchaser. If we go into arrears over delivery, the purchaser is entitled to demand compensation for this delay on the basis of liquidated damages.   For every completed calendar week, those shall amount to 0.5%, but not more than a maximum of 5% of the value of the goods delivered in arrears. We are at liberty to prove that no damage occurred whatsoever, or that any damage that may have occurred was far less serious than the lump-sum claim can justify.

(4) This does not affect the rights of the purchaser in accordance with Section 8 of these general terms and conditions of sale nor our legal rights, in particular in cases that exclude any obligation to provide indemnification (e.g. impossibility of providing the service or unacceptability of the service and/or its subsequent performance).

Section 4 Delivery, transfer of risk, inspection and approval, default of acceptance

(1) Goods are supplied ex-stock, regardless of where the place of delivery and of any subsequent performance required may be. On demand and at the expense of the buyer, the goods may be dispatched to a different destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipping (in particular the transport company, dispatch route, packaging) ourselves.

(2) The risk of accidental loss and of incidental deterioration of the goods is transferred by no later than the handover to the purchaser. However, in relation to a sale by delivery to a place other than the place of performance, the risk of accidental loss and of incidental deterioration of the goods is transferred and the risk of late delivery passes to the freight forwarder, the haulage contractor or any other defined person or institution appointed to expedite the goods. In cases where inspection and approval has been agreed, this is the defining point for the transfer of risk. The legislative stipulations of the German law applicable to works and services [Werkvertragsrecht] shall apply accordingly. Transfer and/or inspection and approval apply in the same way if the purchaser is in arrears over acceptance of goods.

(3) If the purchaser falls into arrears over acceptance of goods, or fails to participate in a joint action or if our delivery is delayed for other reasons for which the purchaser is responsible, we are entitled to demand compensation for any damages including additional expenditure we may incur (e.g. storage costs). For this, we apply a lump-sum compensation figure amounting to EUR 50.00 per calendar day, beginning with the delivery due date or - if no due date has been defined - with notification of readiness to dispatch the goods.

Verification of more extensive damages and our legal claims (in particular the reimbursement of additional expenditure, commensurate compensation, termination) remain unaffected; however, the lump-sum figure shall be added to any more extensive financial claims. The purchaser is at liberty to prove that no damage occurred whatsoever, or that any damage that may have occurred was far less serious than the lump-sum claim can justify.

Section 5 Prices and payment terms

(1) Unless otherwise agreed in individual cases, our current prices apply at the time of conclusion of contract, and apply ex-stock, plus VAT at the currently applicable rate.

(2) In relation to a sale by delivery to a place other than the place of performance (Section 4 (1)), the purchaser must pay the transport costs ex-stock and the costs of any  transport insurance cover that the purchaser may wish to take out. Except in individual cases where we bill for the transport costs actually incurred, a lump-sum figure for transport (which does not include the cost of transport insurance) amounting to 12 % of the net value of the goods is deemed to have been agreed. The purchaser must meet the cost of any customs duties, fees, taxes and other government deductions.

(3) The purchase price is due and must be paid within 14 days of the invoice issue date and delivery and/or inspection and acceptance of the goods. We are however entitled at any time, even in the context of an ongoing business relationship, not to deliver goods until payment has been made in advance, either in full or in part. We shall declare any such proviso by no later than the date of order confirmation.

(4) When the aforementioned payment period elapses, the purchaser is then in arrears.Interest at the legally applicable rate of interest shall be charged to the purchase price for the duration of the period of arrears. We reserve the right to claim for more extensive damages as a result of any payment arrears. Our entitlement to interest counting from the due date is not affected in relation to our dealings with merchants (Section 353 HGB).

(5) The purchaser is only entitled to rights to set-off and to rights of retention in cases where his claim is upheld in a court of law or is undisputed. With regard to defects in delivery, the opposing rights of the purchaser, in particular those defined in Section 7 (6) clause 2 of these general terms & conditions of sale shall not be affected.

(6) If it becomes evident after conclusion of contract (e.g. filing for bankruptcy) that our claim for payment of the purchase price is in jeopardy due to an inability to pay on the part of the purchaser, we are entitled in accordance with the legal stipulations governing the right to refuse performance and - where applicable after setting a period of notice – to withdraw from the contract (Section 321 BGB). With regard to contracts for the manufacture of unwarranted items (bespoke production), we can announce our withdrawal from contract immediately; this does not affect the legislative provisions governing the expendable nature of the deadline.

Section 6 Retention of title

(1) Until such time as all accounts receivable and contingent liabilities are paid from the purchase contract and from an ongoing business relationship (secured receivables), we reserve the right to retain title to the goods sold.

(2) Until full and final payment has been received in respect of the secured receivables relating to the goods covered by our retention of title, the goods cannot be pledged to third parties nor can they be entailed as collateral. The purchaser is required to notify us immediately and in writing if he has filed for bankruptcy or of any accesses by third parties (e.g. garnishments) to the goods belonging to us.

(3) In the event of contractually non-compliant conduct on the part of the purchaser, in particular with regard to non-payment of the purchase price due, we are entitled, in accordance with legislative provisions, to withdraw from the contract and/or to demand return of the goods to which we still retain title. Demanding the return of goods does not signify a simultaneous declaration to withdraw from the contract; we are instead only entitled to demand return of the goods, and to reserve the right to withdraw from the contract. Should the purchaser fail to pay the purchase price due, we can only apply these rights if we previously and unsuccessfully set the purchaser an appropriate period of time to make payment, or legally expendable in accordance with legislative provisions.

(4) Until this right is revoked, the purchaser is entitled in the course of normal business and in accordance with (c) below to sell the goods over which title is retained to others, and/or to process them. In such cases, the following provisions apply.

(a) The retention of title extends to the processing, mixing or linking of our goods in downstream products, up to their full value, where we are considered to be the manufacturer of those goods. If our title to goods remains current after processing, mixing or linking with the goods of third parties, we obtain co-ownership to an amount proportional to the invoice value of the processed, mixed or connected goods. Furthermore, the same applies to the resultant product as for all goods supplied on the basis of retained title.

(b) In accordance with the previous paragraph, and by way of collateral, the purchaser shall assign to us wholly or to the value of any co-ownership portion we may hold that arises from the onward sale or the goods or products and corresponding receivables due from third parties. We accept this assignment. The obligations of the purchased name in para. 2 also apply in relation to the receivables assigned.

(c) The purchaser, along with ourselves, remains entitled to obtain payment against any such receivable. We pledge to the purchaser that we shall not call in the receivable provided that the purchaser meets his payment obligations to us, that there is no impairment to his level of performance and that we do not apply our rights to retention of title in accordance with Para. 3. If this case should arise, we can demand that the purchaser notifies us of the receivables assigned and of their debtors, provides us with all details needed for us to call them in, releases the applicable documents and notifies the debtors (third parties) of this assignment of title. Furthermore, we are entitled in such cases to revoke the entitlement of the purchaser to sell and process the goods over which title is retained.

(d) If the achievable value of these securities exceeds the value of our receivables by more than 10%, we shall release collateral of our choice when called upon to do so by the purchaser.

Section 7 Defect claims from the purchaser

(1) Legislative stipulations apply to the rights of the purchaser in relation to material and legal defects (including incorrect delivery, short delivery, unprofessional assembly or inaccurate assembly/installation instructions), unless otherwise stipulated in the following text. The special stipulations governing final delivery of unprocessed goods to a consumer remain unaffected in all cases, even if they are then processed further by that consumer (supplier redress in accordance with Section 478 BGB). Claims resulting from supplier recourse are exempted if the defective goods were further processed by the purchaser or by a different businessman. e.g. through installation in a different product.

(2) The basis of our liability for defects is founded primarily upon the agreement made in relation to the properties of the goods. All product descriptions that form part of an individual contract (in particular in catalogues or on the homepage of our website) and that are in the public domain are considered as an agreement in relation to the properties of the goods.

(3) If agreement has not been reached about these properties, an evaluation based on the legislative ruling should determine whether a defect does or does not exist (Section 434 ( 1) pages 2 and 3 BGB). However, we accept no liability in relation to any public statements that the manufacturer or other third parties may make (e.g. advertising statements).

(4) The defect-related claims of the purchaser presuppose that the purchaser has fulfilled his legal duties to investigate, notify and reject defects (Sections 377, 381 HGB). In the event of a defect being detected at the time of delivery, an inspection or at some later point in time, we must be notified immediately and in writing. In all cases, visible defects must be notified to us in writing within (numeral) working days of delivery, and concealed defects discovered in a subsequent inspection must be notified to us within the same number of days of their discovery.If the purchaser fails to carry out a proper inspection and/or to report defects correctly, we cannot be held legally liable for any defect not reported to us, and/or not reported in a timely or a proper manner.

(5) If the item supplied is defective, we can first choose whether to engage in subsequent performance to remedy the defect (rectification of defects) or to deliver an item that is free of defects (replacement delivery). We retain our right, subject to the legislative prerequisites, to refuse to engage in subsequent performance.

(6) We are entitled to make any subsequent performance owed by ourselves dependent upon the purchaser paying the purchase price that is due. However, the purchaser is entitled to retain a proportion of the purchase price that is commensurate with the impact on value of the defect.

(7) The purchaser is obliged to accord us the time and opportunity we need to deliver the subsequent performance we owe, in particular by providing us for inspection purposes with the goods that are deemed to be defective. In the case of replacement delivery, the purchaser is obliged by legislative provisions to return the defective item to us. Subsequent performance does not include removal of the defective item, nor reinstallation, if we were not originally obliged to perform the installation work.

(8) The expenditure required for inspection and subsequent performance, especially the costs of transport, travel, labour and materials as well as any costs for removal and installation shall be borne by or be reimbursed by ourselves in accordance with legislative stipulations if a defect is actually found to exist. Failing this, we can demand reimbursement of costs incurred by ourselves as a result of receiving an unwarranted demand for remedial action (in particular the costs of inspection and transport), unless the absence of a defect was not detectable to the purchaser.

(9) In urgent cases, e.g. if operational safety is jeopardised, or to prevent disproportionate levels of damage, the purchaser has the right to remedy the defect himself and to demand from us reimbursement of the expenditure required in objective terms. We must be notified immediately, and preferably in advance, of any personal initiative of this nature. The right to carry out work on this personal initiative basis does not apply if we might be entitled to refuse to carry out subsequent performance ourselves in accordance with legislative stipulations.

(10) If subsequent performance has failed, or if an appropriate period of time for subsequent performance to be carried out by the purchaser has elapsed without success, or if it can be waived in accordance with legislative stipulations, the purchaser can withdraw from the purchase contract, or can reduce the purchase price. However, the presence of a minor defect does not constitute legitimate grounds for withdrawing from a contract.

(11) Claims by the purchaser for compensation and/or the reimbursement of unnecessary expenditure also only apply in relation to defects in accordance with Section 8 and are otherwise excluded.

The statutory warranty period of 12 months applies to all of our products.

Section 8 Other forms of liability

(1) Unless nothing else emerges from these general terms & conditions of sale, and this includes the following provisions, we are liable in accordance with legislative stipulations for any violation of contractual and extra-contractual obligations.

(2) We are liable to pay compensation - arising from whichsoever legal ground - on the basis of fault-based liability in relation to deliberate intent and gross negligence. In relation to simple negligence, and subject to a less stringent scale of liability, we are liable in accordance with legislative stipulations (e.g. for exercising due diligence in our own affairs), but only in respect of

a) damages arising from injury to life, limb or health,

b) damages arising from a not insignificant violation of an important contractual obligation (an obligation which can only be satisfied through fulfilment of proper execution of the contract and where the other party to contract can trust and depend upon the responsible party to contract complying with this at all times); in such cases, our liability is however restricted to replacement of the item when the damage was predictable and typical.

(3) The restrictions on liability arising from Para. 2 also apply to violations of obligations by or in favour of people for whose conduct we are responsible in accordance with legislative stipulations. These do not apply if we wilfully fail to disclose a defect or have accepted a guarantee for the properties of goods and are liable under product liability legislation in respect of claims by the purchaser.

(4) The purchaser can only withdraw from or terminate this contract in relation to the violation of an obligation that does not take the form of a defect if we are responsible for that violation of an obligation. The purchaser has no free right of termination (in particular in accordance with Sections  651, 649 BGB). In all other respects, legislative prerequisites and legal consequences apply.

Section 9 Statute of limitations

(1) At variance from Section  438 ( 1) no. 3 BGB the general statute of limitations applicable to claims arising from material and legal defects is one year from the date of delivery. In cases where an acceptance test has been agreed, the statute of limitations applies from the date of that acceptance test.

(2) However, if the goods take the form of a built structure or an object that was typically used for a built structure and that caused it to develop defects (building material), the statute of limitations is defined by legislation as 5 years from the date of delivery (Section 438 ( 1) no. 2 BGB). Further legislative special regulations for the statute of limitation also remain unaffected (in particular Section 438 (1) no. 1, para. 3, Sections 444, 445bBGB).

(3) The aforementioned statutes of limitation for the German Law on the Sale of Goods (Kaufrecht) also apply to contractual and extra-contractual compensation claims from the purchaser that are founded upon a defect in the goods, unless the application of a regular legal statute of limitations (Sections 195, 199 BGB) in individual cases would give rise to a shorter statute of limitations. However, compensation claims made by the purchaser in accordance with Section 8 ( 2) sentence 1 and sentence 2(a) as well as in accordance with product liability legislation shall lapse exclusively in line with the statutes of limitation defined in applicable legislation.

Section 10 Place of execution, court of jurisdiction and applicable law, language of con-tract

(1) The place of execution for all obligations arising from this contract is our head office location.

(2) If the purchaser is a businessman, a legal entity under public law or a special fund under public law, then the court of jurisdiction for any disputes that may arise, including actions on a bill of exchange, is the one responsible at the head office location of our company. However, we are also entitled to take legal action in the court responsible for the head office location of the purchaser.

(3) The United Nations Convention on the International Sale of Goods (CISG) dated 11.04.1980 (CISG) is not applicable here.

(4)  The application of German Law is agreed between ourselves and the purchaser, with the exception of Section 10 (3) and this exempts any conflict that might exist with legal provisions from other legislatures. However, the prerequisites and effects of the retention of title agreed in clause 6 are subject to the law at the storage location of the item(s) involved, provided that the choice of law favouring German Law is inadmissible or ineffective.

(5)  German is the language of this contract. In cases where the meaning of the German text may differ from a foreign language translation of the text of this contract, or where terms & conditions of delivery and payment might vary, the meaning of the German text shall take precedence.

Section 11 Binding nature of this contract

The contract also remains binding in cases where individual points of its terms & conditions or individual figures in the terms & conditions of delivery may become legally ineffective. The gap caused by elimination of an ineffective provision must be filled in a manner fully reflecting the original aim and spirit of the contract.

Dated: August 2019

Delivery and payment terms & conditions of Lock GmbH, Ertingen/Germany, valid for customers placing orders with their head office location outside the European Union or Switzerland

Section 1 Scope, form

(1) These terms and conditions of sale apply to all business transactions with our customers ("Purchasers"). These general terms & conditions of sale only apply if the purchaser is a businessman (section 14, BGB), a legal person under public law or a special fund under public law.

(2) In particular, these terms & conditions of purchase apply to contracts relating to the sale and/or delivery of movable items ("Goods") irrespective of whether we manufacture those goods ourselves or purchase them from sub-contractors (sections 433, 651 of the German Civil Code [BGB]). Unless otherwise agreed, these general terms & conditions of sale apply at the time the purchaser places an order in accordance with the currently valid version of the general agreement, i.e. the one most recently communicated to him in text format, as well as to future contracts of the same nature without the need for us to refer to them in each individual case.

(3) Our general terms & conditions of sale apply without exception. Deviating, opposing or supplementary general terms & conditions of business of the purchaser shall only become part of the contract and applicable if we have expressly consented to them. This requirement for consent applies in all cases. This requirement for consent applies in all cases, for example even if we execute a delivery to the purchaser without reservation and in full knowledge of the general terms & conditions of business of the purchaser.

(4) Individual agreements made in isolated cases with the purchaser (including subsidiary agreements, supplements and amendments) always take precedence over these general terms & conditions of sale. For the content of agreements of this nature, subject to counterevidence, a written contract and/or our written confirmation is authoritative.

(5) Significant legal explanations and announcements by the purchaser in relation to the contract (e.g. the setting of deadlines, notification of defects, withdrawal from contract or reduction), must be submitted in written or in text form (e.g. letter, e-mail, fax). Legislative formal requirements and other forms of verification, in particular in relation to doubts raised about the legitimacy of the declaring party are not affected.

(6) References to the applicability of legislative stipulations shall only be for the purposes of clarification. Even without clarification of this nature, the legal stipulations shall therefore apply, unless these are amended or expressly excluded in these general terms & conditions of sale.

Section 2 Conclusion of contract

(1) Our quotations are without obligation and are subject to change without notice This also applies if we have provided the purchaser with catalogues, technical documentation (including drawings, diagrams, calculations, computations, references to DIN standards), other product descriptions or documents - including in electronic form - to which we retain title and copyright.

(2) The ordering of goods by the purchaser is viewed as a contractually binding offer. Unless something else arises from the order, we are entitled to accept this contractual offer within 3 weeks of its arrival with us.

(3) Acceptance can either be announced in writing (e.g. In the form of an order confirmation) or by delivery of the goods to the purchaser.

Section 3 Delivery lead time and arrears over delivery

(1) The delivery lead time is agreed on an individual basis and/or is announced by us when the order is accepted. If this is not the case, the delivery lead time is then approximately 3 weeks from the date of conclusion of contract.

(2) In cases where we are unable to meet delivery commitments for reasons over which we have no control (non-availability of service), we shall inform the purchaser to this effect immediately and, at the same time, shall notify the purchaser of the anticipated new delivery date. If the service is also not available within the new delivery lead time, we are entitled to withdraw from the contract wholly or in part. In such cases, we would then immediately reimburse any reciprocal action provided by the purchaser. An example of non-availability of a service in this context applies in particular to late deliveries to ourselves by our suppliers, in cases where we have concluded a congruent hedging transaction, where neither we nor our suppliers are culpable or in isolated cases where we are not obliged to source materials.

(3) The onset of our arrears in delivery is defined in accordance with legislative provisions. In all cases, a reminder must be obtained from the purchaser. If we go into arrears over delivery, the purchaser is entitled to demand compensation for this delay on the basis of liquidated damages. For every completed calendar week, those shall amount to 0.5%, but not more than a maximum of 5% of the value of the goods delivered in arrears. We are at liberty to prove that no damage occurred whatsoever, or that any damage that may have occurred was far less serious than the lump-sum claim can justify.

(4) This does not affect the rights of the purchaser in accordance with Section 8 of these general terms and conditions of sale nor our legal rights, in particular in cases that exclude any obligation to provide indemnification (e.g. impossibility of providing the service or unacceptability of the service and/or its subsequent performance).

Section 4 Delivery, transfer of risk, inspection and approval, default of acceptance

(1) Goods are supplied ex-stock, regardless of where the place of delivery and of any subsequent performance required may be. On demand and at the expense of the buyer, the goods may be dispatched to a different destination (sale by delivery to a place other than the place of performance). Unless otherwise agreed, we are entitled to determine the type of shipping (in particular the transport company, dispatch route, packaging) ourselves.

(2) The risk of accidental loss and of incidental deterioration of the goods is transferred by no later than the handover to the purchaser. However, in relation to a sale by delivery to a place other than the place of performance, the risk of accidental loss and of incidental deterioration of the goods is transferred and the risk of late delivery passes to the freight forwarder, the haulage contractor or any other defined person or institution appointed to expedite the goods. In cases where inspection and approval has been agreed, this is the defining point for the transfer of risk. The legislative stipulations of the German law applicable to works and services [Werkvertragsrecht] shall apply accordingly. Transfer and/or inspection and approval apply in the same way if the purchaser is in arrears over acceptance of goods.

(3) If the purchaser falls into arrears over acceptance of goods, or fails to participate in a joint action or if our delivery is delayed for other reasons for which the purchaser is responsible, we are entitled to demand compensation for any damages including additional expenditure we may incur (e.g. storage costs). For this, we apply a lump-sum compensation figure amounting to EUR 50.00 per calendar day, beginning with the delivery due date or - if no due date has been defined - with notification of readiness to dispatch the goods.

Verification of more extensive damages and our legal claims (in particular the reimbursement of additional expenditure, commensurate compensation, termination) remain unaffected; however, the lump-sum figure shall be added to any more extensive financial claims. The purchaser is at liberty to prove that no damage occurred whatsoever, or that any damage that may have occurred was far less serious than the lump-sum claim can justify.

Section 5 Prices and payment terms

(1) Unless otherwise agreed in individual cases, our current prices apply at the time of conclusion of contract, and apply ex-stock, plus VAT at the currently applicable rate.

(2) In relation to a sale by delivery to a place other than the place of performance (Section 4 (1)), the purchaser must pay the transport costs ex-stock and the costs of any  transport insurance cover that the purchaser may wish to take out. Except in individual cases where we bill for the transport costs actually incurred, a lump-sum figure for transport (which does not include the cost of transport insurance) amounting to 12 % of the net value of the goods is deemed to have been agreed. The purchaser must meet the cost of any customs duties, fees, taxes and other government deductions.

(3) The purchase price is due and must be paid within 14 days of the invoice issue date and delivery and/or inspection and acceptance of the goods. We are however entitled at any time, even in the context of an ongoing business relationship, not to deliver goods until payment has been made in advance, either in full or in part. We shall declare any such proviso by no later than the date of order confirmation.

(4) When the aforementioned payment period elapses, the purchaser is then in arrears.Interest at the legally applicable rate of interest shall be charged to the purchase price for the duration of the period of arrears. We reserve the right to claim for more extensive damages as a result of any payment arrears. Our entitlement to interest counting from the due date is not affected in relation to our dealings with merchants (Section 353 HGB).

(5) The purchaser is only entitled to rights to set-off and to rights of retention in cases where his claim is upheld in a court of law or is undisputed. With regard to defects in delivery, the opposing rights of the purchaser, in particular those defined in Section 7 (6) clause 2 of these general terms & conditions of sale shall not be affected.

(6) If it becomes evident after conclusion of contract (e.g. filing for bankruptcy) that our claim for payment of the purchase price is in jeopardy due to an inability to pay on the part of the purchaser, we are entitled in accordance with the legal stipulations governing the right to refuse performance and - where applicable after setting a period of notice – to withdraw from the contract (Section 321 BGB). With regard to contracts for the manufacture of unwarranted items (bespoke production), we can announce our withdrawal from contract immediately; this does not affect the legislative provisions governing the expendable nature of the deadline.

Section 6 Retention of title

(1) Until such time as all accounts receivable and contingent liabilities are paid from the purchase contract and from an ongoing business relationship (secured receivables), we reserve the right to retain title to the goods sold.

(2) Until full and final payment has been received in respect of the secured receivables relating to the goods covered by our retention of title, the goods cannot be pledged to third parties nor can they be entailed as collateral. The purchaser is required to notify us immediately and in writing if he has filed for bankruptcy or of any accesses by third parties (e.g. garnishments) to the goods belonging to us.

(3) In the event of contractually non-compliant conduct on the part of the purchaser, in particular with regard to non-payment of the purchase price due, we are entitled, in accordance with legislative provisions, to withdraw from the contract and/or to demand return of the goods to which we still retain title. Demanding the return of goods does not signify a simultaneous declaration to withdraw from the contract; we are instead only entitled to demand return of the goods, and to reserve the right to withdraw from the contract. Should the purchaser fail to pay the purchase price due, we can only apply these rights if we previously and unsuccessfully set the purchaser an appropriate period of time to make payment, or legally expendable in accordance with legislative provisions.

(4) Until this right is revoked, the purchaser is entitled in the course of normal business and in accordance with (c) below to sell the goods over which title is retained to others, and/or to process them. In such cases, the following provisions apply.

(a) The retention of title extends to the processing, mixing or connection of our goods in downstream products, up to their full value, where we are deemed to be the manufacturer of those goods. If our title to goods remains current after processing, mixing or connection with the goods of third parties, we obtain co-ownership to an amount proportional to the invoice value of the processed, mixed or connected goods. Furthermore, the same applies to the resultant product as for all goods supplied on the basis of retained title.

(b) In accordance with the previous paragraph, and by way of collateral, the purchaser shall assign to us wholly or to the value of any co-ownership portion we may hold that arises from the onward sale or the goods or products and corresponding receivables due from third parties. We accept this assignment. The obligations of the purchased name in para. 2 also apply in relation to the receivables assigned.

(c) The purchaser, along with ourselves, remains entitled to obtain payment against any such receivable. We pledge to the purchaser that we shall not call in the receivable provided that the purchaser meets his payment obligations to us, that there is no impairment to his level of performance and that we do not apply our rights to retention of title in accordance with Para. 3. If this case should arise, we can demand that the purchaser notifies us of the receivables assigned and of their debtors, provides us with all details needed for us to call them in, releases the applicable documents and notifies the debtors (third parties) of this assignment of title. Furthermore, we are entitled in such cases to revoke the entitlement of the purchaser to sell and process the goods over which title is retained.

(d) If the achievable value of these securities exceeds the value of our receivables by more than 10%, we shall release collateral of our choice when called upon to do so by the purchaser.

Section 7 Defect claims from the purchaser

(1) Legislative stipulations apply to the rights of the purchaser in relation to material and legal defects (including incorrect delivery, short delivery, unprofessional assembly or inaccurate assembly/installation instructions), unless otherwise stipulated in the following text. The special stipulations governing final delivery of unprocessed goods to a consumer remain unaffected in all cases, even if they are then processed further by that consumer (supplier redress in accordance with Section 478 BGB). Our claims resulting from supplier recourse also apply if the goods were further processed before they were sold to another consumer by us or by one of our customers, e.g. through installation in a different product.

(2) The basis of our liability for defects is founded primarily upon the agreement made in relation to the properties of the goods. All product descriptions that form part of an individual contract (in particular in catalogues or on the homepage of our website) and that are in the public domain are considered as an agreement in relation to the properties of the goods.

(3) If agreement has not been reached about these properties, an evaluation based on the legislative ruling should determine whether a defect does or does not exist (Section 434 ( 1) pages 2 and 3 BGB). However, we accept no liability in relation to any public statements that the manufacturer or other third parties may make (e.g. advertising statements).

(4) The defect-related claims of the purchaser presuppose that the purchaser has fulfilled his legal duties to investigate, notify and reject defects (Sections 377, 381 HGB). In the event of a defect being detected at the time of delivery, an inspection or at some later point in time, we must be notified immediately and in writing. In all cases, visible defects must be notified to us in writing within (numeral) working days of delivery, and concealed defects discovered in a subsequent inspection must be notified to us within the same number of days of their discovery.If the purchaser fails to carry out a proper inspection and/or to report defects correctly, we cannot be held legally liable for any defect not reported to us, and/or not reported in a timely or a proper manner.

(5) If the item supplied is defective, we can first choose whether to engage in subsequent performance to remedy the defect (rectification of defects) or to deliver an item that is free of defects (replacement delivery). We retain our right, subject to the legislative prerequisites, to refuse to engage in subsequent performance.

(6) We are entitled to make any subsequent performance owed by ourselves dependent upon the purchaser paying the purchase price that is due. However, the purchaser is entitled to retain a proportion of the purchase price that is commensurate with the impact on value of the defect.

(7) The purchaser is obliged to accord us the time and opportunity we need to deliver the subsequent performance we owe, in particular by providing us for inspection purposes with the goods that are deemed to be defective. In the case of replacement delivery, the purchaser is obliged by legislative provisions to return the defective item to us. Subsequent performance does not include removal of the defective item, nor reinstallation, if we were not originally obliged to perform the installation work.

(8) The expenditure required for inspection and subsequent performance, especially the costs of transport, travel, labour and materials as well as any costs for removal and installation shall be borne by or be reimbursed by ourselves in accordance with legislative stipulations if a defect is actually found to exist. Failing this, we can demand reimbursement of costs incurred by ourselves as a result of receiving an unwarranted demand for remedial action (in particular the costs of inspection and transport), unless the absence of a defect was not detectable to the purchaser.

(9) In urgent cases, e.g. if operational safety is jeopardised, or to prevent disproportionate levels of damage, the purchaser has the right to remedy the defect himself and to demand from us reimbursement of the expenditure required in objective terms. We must be notified immediately, and preferably in advance, of any personal initiative of this nature. The right to carry out work on this personal initiative basis does not apply if we might be entitled to refuse to carry out subsequent performance ourselves in accordance with legislative stipulations.

(10) If subsequent performance has failed, or if an appropriate period of time for subsequent performance to be carried out by the purchaser has elapsed without success, or if it can be waived in accordance with legislative stipulations, the purchaser can withdraw from the purchase contract, or can reduce the purchase price. However, the presence of a minor defect does not constitute legitimate grounds for withdrawing from a contract.

(11) Claims by the purchaser for compensation and/or the reimbursement of unnecessary expenditure also only apply in relation to defects in accordance with Section 8 and are otherwise excluded.

The statutory warranty period of 12 months applies to all of our products.

Section 8 Other forms of liability

(1) Unless nothing else emerges from these general terms & conditions of sale, and this includes the following provisions, we are liable in accordance with legislative stipulations for any violation of contractual and extra-contractual obligations.

(2) We are liable to pay compensation - arising from whichsoever legal ground - on the basis of fault-based liability in relation to deliberate intent and gross negligence. In relation to simple negligence, and subject to a less stringent scale of liability, we are liable in accordance with legislative stipulations (e.g. for exercising due diligence in our own affairs), but only in respect of

a) damages arising from injury to life, limb or health,

b) damages arising from a not insignificant violation of an important contractual obligation (an obligation which can only be satisfied through fulfilment of proper execution of the contract and where the other party to contract can trust and depend upon the responsible party to contract complying with this at all times); in such cases, our liability is however restricted to replacement of the item when the damage was predictable and typical.

(3) The restrictions on liability arising from Para. 2 also apply to violations of obligations by or in favour of people for whose conduct we are responsible in accordance with legislative stipulations. These do not apply if we wilfully fail to disclose a defect or have accepted a guarantee for the properties of goods and are liable under product liability legislation in respect of claims by the purchaser.

(4) The purchaser can only withdraw from or terminate this contract in relation to the violation of an obligation that does not take the form of a defect if we are responsible for that violation of an obligation. The purchaser has no free right of termination (in particular in accordance with Sections  651, 649 BGB). In all other respects, legislative prerequisites and legal consequences apply.

Section 9 Statute of limitations

(1) At variance from Section  438 ( 1) no. 3 BGB the general statute of limitations applicable to claims arising from material and legal defects is one year from the date of delivery. In cases where an acceptance test has been agreed, the statute of limitations applies from the date of that acceptance test.

(2) However, if the goods take the form of a built structure or an object that was typically used for a built structure and that caused it to develop defects (building material), the statute of limitations is defined by legislation as 5 years from the date of delivery (Section 438 ( 1) no. 2 BGB). Further legislative special regulations for the statute of limitation also remain unaffected (in particular Section 438 (1) no. 1, para. 3, Sections 444, 445bBGB).

(3) The aforementioned statutes of limitation for the German Law on the Sale of Goods (Kaufrecht) also apply to contractual and extra-contractual compensation claims from the purchaser that are founded upon a defect in the goods, unless the application of a regular legal statute of limitations (Sections 195, 199 BGB) in individual cases would give rise to a shorter statute of limitations. However, compensation claims made by the purchaser in accordance with Section 8 ( 2) sentence 1 and sentence 2(a) as well as in accordance with product liability legislation shall lapse exclusively in line with the statutes of limitation defined in applicable legislation.

Section 10 Place of execution, court of jurisdiction and applicable law, language of contract

(1) The place of execution for all obligations arising from this contract is our head office location.

(2) The United Nations Convention on the International Sale of Goods (CISG) dated 11.04.1980 (CISG) is not applicable here.

(3) The application of German Law is agreed between ourselves and the customer, with the exception of Section 10 (3) and this exempts any conflict that might exist with legal provisions from other legislatures. However, the prerequisites and effects of the retention of title agreed in Section 6 are subject to the law at the storage location of the item(s) involved, provided that the choice of law favouring German Law is inadmissible or ineffective.

(4)  German is the language of this contract. In cases where the meaning of the German text may differ from a foreign language translation of the text of this contract, or where contractual and performance-related terms & conditions might vary, the meaning of the German text shall take precedence.

Section 11 Binding nature of this contract

The contract also remains binding in cases where individual points of its terms & conditions or individual figures in the terms & conditions of delivery may become legally ineffective. The gap caused by elimination of an ineffective provision must be filled in a manner fully reflecting the original aim and spirit of the contract.

Section 12 Agreement about the court of jurisdiction

(1) All disputes or claims that arise from or in connection with this contract, including disputes about its validity, infringement, dissolution or its being rendered null and void shall be settled in accordance with German Law before the District Court (Landgericht) in Ulm.

(2) German Law applies, which exempts the UN Convention on the International Sale of Goods and any legal conflicts associated with the provisions of a different legislature.

Dated: August 2019

Terms & Conditions of Purchase of Lock GmbH, Ertingen, Germany, governing transactions with suppliers based in the European Union or in Switzerland

1. Authoritative Terms & Conditions

1.1 These Terms & Conditions of Purchase apply to the entire scope of business transactions with suppliers or with other contractors (hereinafter jointly referred to as ‘Supplier’).
In particular, they apply to contracts for the purchase and/or delivery of movable objects (‘Goods’), regardless of whether suppliers manufacture those goods themselves or purchase them from sub-contractors (Sections 433, 651 of the German Commercial Code [BGB]). Unless otherwise agreed, these terms & conditions of purchase apply at the time we place an order in accordance with the currently valid version of the general agreement, i.e. the one most recently communicated to the supplier in text format, as well as to future contracts of the same nature without the need for us to refer to them in each individual case. They also apply if the supplier refers to his own terms & conditions of business, in particular when accepting an order or in the order confirmation, unless we expressly consent to the application of those terms & conditions.

1.2 These terms & conditions of purchase only apply if the supplier is a businessman (section 14, BGB), a legal person under public law or a special fund under public law.

2. Ordering

2.1 An order is only deemed to have been placed by us (Lock) if it was produced by us in writing and signed and was received by the supplier. To comply with the requirement for written form, the text form described in section 126 b) BGB is sufficient. Orders placed verbally or by telephone are only binding upon us if these are confirmed subsequently by a written order. In individual cases, drawings including tolerance details stipulated by ourselves are binding in nature. When an order is accepted, the supplier acknowledges that he has been informed, through viewing access to the existing drawings, of the nature and scope of the work involved.  We cannot be held liable in the event of any obvious mistakes, typographical and computational errors being found in the documents, drawings and diagrams presented by us. The supplier is obliged to notify us of any such errors to enable our order to be corrected and reissued. This also applies to any missing documents or drawings.

2.2 Variations in quantity and quality compared to the text and contents of our order, and subsequent contractual amendments are only deemed to have been agreed if we have expressly confirmed them in writing.

2.3 Drawings, tools, samples, models, marks and mock-ups or similar items as well as finished products and semi-finished products awarded by us or manufactured on our behalf must be treated in the strictest of confidence. They remain our property and must not be supplied to third parties without our express consent in writing. In the absence of one-off agreements to the contrary, these items must be returned to us unsolicited on completion of the order. Products manufactured or marked using production equipment, marks and mock-ups may only be supplied to third parties with our express written consent.

2.4 We reserve the right to cancel an order wholly or in part on compelling grounds. On receipt of written cancellation, the supplier is obliged to cease work. We are committed to paying the agreed price for completed goods accepted by us, and to reimburse the supplier for costs incurred by partially completed items or for the raw materials already obtained to satisfy the order, unless the supplier is responsible for the cancellation taking place. The supplier undertakes to follow our instructions relating to the use of such materials. The supplier has no further entitlements in this regard.

3. Delivery Deadlines

3.1 The agreed delivery lead times and deadlines are binding commitments. They run from the date the order was placed. Within that delivery lead time and/or that delivery date, the goods must be received at the reception point nominated by ourselves. If delays are anticipated, the supplier must notify us immediately to this effect in text form and must obtain our decision about whether the order continues to exist.

3.2 If the supplier falls into arrears, and if a fixed delivery date was agreed, we are entitled after first serving a reminder, to impose a contractual penalty amounting to 0.5% of the net order value per commenced week, although said amount cannot exceed 5% of the net order value and/or the value of the delayed portion of the delivery, and/or to withdraw from the contract. We reserve the right to apply further demands for compensation. The contractual penalty imposed shall be added to any claim for compensation.

3.3 Before the delivery deadline expires, we are not obliged to accept the delivery.

4. Delivery / Packaging / Shipment

4.1 Without our prior consent in writing, the supplier is not entitled to arrange for any third party to perform a service owed by himself (e.g. sub-contractors). The supplier bears the purchasing risk for his services unless otherwise agreed in individual cases (e.g. restriction to supplies).Delivery is made at the cost of the supplier, without charges, to the reception point stipulated by ourselves (DDP 'Delivery Duty Paid'  Incoterms 2010). In exceptional cases, if we are required to pay for transport, the supplier must choose the mode of transport specified by ourselves and must otherwise select the form of transport and delivery that is least expensive to us.

4.2 The transfer of risk occurs after acceptance by ourselves at our reception point.

4.3 Packaging is included in the price. In exceptional cases, if something different has been agreed, the packaging must then be charged to us at cost. The supplier must choose the packaging specified by ourselves and must ensure that this packaging protects the goods against damage. When goods are returned, at least two thirds of the calculated value of the packaging must be credited back to us.

4.4 With freight shipments, a dispatch announcement must be communicated to us on the day of shipment. In all other cases, our dispatch specifications must be followed precisely. Overdeliveries are not permitted.

5. Documentation

5.1 Invoices, delivery notes and packaging slips must be attached to each shipment in duplicate. These documents must contain:

• our order number;
• the quantity and unit of quantity;
• gross and net weights and, where necessary, the calculated weight;
• item designation with our item number;
• remaining balances in the case of partial deliveries.
• VAT identification number.

5.2  In the event of failure to comply with the invoice contents listed under Clause 5.1, all resultant costs such as truck demurrage charges, reorganization fees and the like shall be charged to the supplier.

6. Prices and Scope of Delivery

6.1 Unless otherwise expressly defined, the agreed prices are fixed prices unless the supplier generally reduces his related prices.

6.2 All ancillary services, e.g. compilation drawings, sketches, calculations, auxiliary tools etc. needed for the manufacture of the object of delivery and its accessories are included in the price and shall be handed over to us together with any spare parts required after delivery to and acceptance by ourselves.

7. Billing / Payment / Assignment

7.1 Separate invoices must be issued for each order. Payment is not made until after full receipt of the goods in perfect condition or of complete and error-free delivery of services and after receipt of the invoice, except in cases where phased payments have been agreed. The same applies to partial deliveries. Arrears caused by incorrect or incomplete invoices shall not adversely affect any prompt payment discount periods. Where a prompt payment discount has been agreed, payment is made, with the prompt payment discount being applied within the named deadlines on any partial deliveries made: up to 14 days from receipt of the invoice less 3% prompt payment discount and the net amount for up to 30 days from receipt of the invoice.

7.2 Supplier receivables to us may only be assigned to third parties with our prior consent. Payments must always be made to the supplier. Rights and obligations of the supplier arising from this contract cannot be assigned unless we consent to this in writing.

8. Guarantee / Statutory Warranty Rights / Complaints

8.1 The supplier shall take on the obligation of ensuring that the goods, including their appearance and dimensioning, comply with our stipulations. Our order and/or our assignment shall be executed professionally and accurately in accordance with state-of-the-art technical standards.

8.2 In accordance with legislative stipulations, the seller is liable in particular for ensuring that the goods are in the agreed condition at the time of transfer of risk to ourselves. With regard to an agreement about properties, the product descriptions apply - in particular where designated or referred to in our order - that form part of this contract or were incorporated in the contract in the same way as these terms & conditions of purchase. It is immaterial whether the product description comes from us, from the seller or from the manufacturer.

8.3 At variance to Section 442 (1) p. 2 BGB, we are entitled to unrestricted claims for defects even if the defect was not known at the time the contract was concluded and was due to gross negligence.

8.4 With regard to the commercial duty of inspection, notification, and rejection, the legislative provisions of sections 377 and 381 of the German Commercial Code (HGB) apply with the following stipulation. Our duty of inspection is limited to defects that were discovered during our incoming goods inspection under external supervision, including delivery documents (e.g. Damage while in transit, incorrect or short deliveries) or that were identified by our quality control staff while conducting random sample inspections. If an acceptance test has been agreed, then the duty of inspection does not apply. In other respects, the need or otherwise for an inspection is based on the circumstances of the individual case, and on what is feasible by way of a proper business transaction. This does not affect our obligation to inspect, notify and reject in relation to defects discovered at a later date. Unaffected by our duty of inspection, our notification of defects is deemed to be immediate and timely if it was sent out within 10 working days from detection and/or, in the case of visually obvious defects, from the date of delivery.

8.5 Supplementary performance also includes removal of defective goods and reinstallation, provided that the goods is installed and used in its intended manner in another item, or fitted to a different item, and this does not affect our legal entitlement to reimbursement for associated expenditure. The expenditure required for inspection and supplementary performance shall be met by the seller, even it becomes apparent that no actual defect existed. Our entitlement to compensation in the event of an unjustified demand for remedial action to defects remains unaffected; however, to this extent, we are only liable if we established that no defect existed, or failed to establish this fact through gross negligence on our part.

8.6 Irrespective of our legal rights, and the provisions of Para. 5, the following applies: In the event of the seller failing to meet his supplementary performance obligation - where we can choose between remedial action on the defect (supplementary performance) or delivery of an item that is not defective (replacement delivery) – we are then entitled to remedy the defect ourselves and to demand reimbursement of the expenditure involved and/or obtain a corresponding advance payment in relation to that expenditure. In the event of the seller failing to deliver supplementary performance, or of that performance being unacceptable to us (e.g. due to particular urgency, a threat to operational safety or the pending threat of disproportional damage), no term needs to be defined; instead, we can notify the seller of circumstances of this nature immediately after, or if possible prior to, their occurrence.

8.7 Furthermore, in the event of a material defect or legal infringement, we are entitled in accordance with legislative provisions to demand a reduction in the purchase price, or to withdraw from the contract. In addition, and in accordance with legislative stipulations, we are entitled to claim for compensation and for reimbursement of expenditure.

9. Supplier recourse

9.1 Our legal claims to recourse within a supply chain (supplier recourse in accordance with Sections 445a, 445b, 478 BGB) remain fully enforceable alongside our claims in relation to defects. In particular, we are entitled to demand the type of remedial action (remedial work or replacement delivery) from the seller that we are obliged in individual cases to provide to our customer. This does not restrict our legal right of choice (section 439 para. 1, BGB).

b) Before we recognise or fulfil a defect claim from our customer (including reimbursement of expenditure in accordance with sections 445a para. 1, 439 paras. 2 and 3 BGB), we shall notify the seller, setting out the factual content in a concise manner, and shall request a written response. If the seller fails to provide this response within a reasonable period, and if no mutually agreeable solution is forthcoming, the assured warranty claims shall be owed to the customer. In such cases, the seller is obliged to provide evidence to refute his responsibility for the claim.

9.3 Our claims resulting from supplier recourse also apply if the goods were further processed before they were sold to another consumer by us or by one of our customers, e.g. through installation in a different product.

10. Manufacturer’s Liability

10.1 If the seller is responsible for a product defect, he is obliged to indemnify us from the claims of third parties to the extent that the cause lies in his area of control and organization, and he himself is liable to outside parties.

10.2 In the context of his indemnity obligation, as defined in sections 683 and 670 of the German Civil Code (BGB), the seller is required to reimburse expenditure incurred in respect of third party claims, including the costs of any recall campaigns we may conduct. We shall notify the seller about the content and scope of recall measures - to the extent of what is possible and can reasonably be expected - and shall give him an opportunity to comment on them. This does not have any effect on more extensive legal claims.

10.3 The seller must take out and keep current a product liability insurance policy with a lump-sum cover amount of at least €5 million per individual case of injury to people or of damage to property.

11. Industrial property rights

The supplier is liable for ensuring that the goods he delivers and the use to which we put them does not infringe any patents or other third-party property rights. He indemnifies us and our customers from all claims arising from the use of such property rights. This does not apply in cases where the supplier has manufactured the supplied goods on the basis of drawings, models or equivalent descriptions or stipulations and does not know, or in the context of the products manufactured by him cannot know, that property rights have been infringed.

12. Force majeure

War, civil war, export restrictions and/or trade restrictions resulting from a change in the political landscape and from legitimate strike action, legitimate lockouts, factory disruptions, restrictions on factory operation etc. Events that make it impossible or unreasonable for us to satisfy the contract and for which we were not responsible are considered to constitute force majeure and liberate us for their duration from our obligation to accept deliveries in a timely fashion. The parties to contract are obliged to notify each other of such events, and to adapt their obligations in good faith to reflect the changed circumstances.

The supplier is obliged to notify us immediately of all circumstances that make it impossible for him to honour his delivery commitment to us, to enable us to make alternative arrangements in a timely manner.

13. Retention of Title / Ownership

The material provided remains our property. As such, it must be stored separately and must only be used to fulfil our orders. The supplier is liable for any reduction in its value or for its loss, even if not culpable. The objects manufactured from materials provided by us become our property in their respective completed condition. The supplier shall store these items for us. The purchase price includes the costs of storing these objects and materials.

14. Business confidentiality

The supplier is obliged to treat our orders and all commercial and technical details associated with them as confidential, unless the pertinent facts are already in the public domain.

15. Cancellation

If the commercial and financial circumstances of the supplier worsen substantially, in particular if bankruptcy or insolvency proceedings have been instigated over his assets, we are entitled to cancel the contract if the aforementioned circumstances appear to jeopardize fulfilment of the contract. The acceptance of partial deliveries of goods and services after the onset of one of the above circumstances does not affect our right to terminate the contract for other reasons.

16. General provisions

16.1 In the event of a provision being inapplicable, or ceasing to apply, this shall not affect the effectiveness of the remaining provisions. The parties undertake to replace any inapplicable provision with one that most closely reflects the commercial purpose of the ineffective one, and that is itself effective. This does not apply to cases where a provision becomes inapplicable as the result of a violation of sections 305-310 of the German Civil Code [BGB]. In such cases, the legal provision applies, unless some supplementary contractual term is offered to fill the gap.

16.2 German Law applies to all legal relationships between the supplier and ourselves, and this also applies if the supplier's head office is not located in Germany and excludes the application of legislation governing the international sale of transportable goods and conflict / tie-breaker rules.

16.3 German is the language of this contract. In cases where the meaning of the German text may differ from a foreign language translation of the text of this contract, or where terms & conditions of delivery and payment might vary, the meaning of the German text shall take precedence.

16.4 The place of fulfilment is the receiving plant, and for payment, the head office location of our company.

16.5 If the purchaser is a businessman, a legal entity under public law or a special fund under public law, then the court of jurisdiction for all disputes that may arise is the one responsible at the head office location of our company. However, we are also entitled to take legal action in the court responsible for the head office location of the supplier.

Dated: September 2019

Terms & Conditions of Purchase of Lock GmbH, Ertingen, Germany, governing transactions with suppliers based outside the European Union and outside Switzerland

1. Authoritative Terms & Conditions

1.1 These Terms & Conditions of Purchase apply to the entire scope of business transactions with suppliers or with other contractors (hereinafter jointly referred to as ‘Supplier’).
In particular, they apply to contracts for the purchase and/or delivery of movable objects (‘Goods’), regardless of whether suppliers manufacture those goods themselves or purchase them from sub-contractors (Sections 433, 651 of the German Commercial Code [BGB]). Unless otherwise agreed, these terms & conditions of purchase apply at the time we place an order in accordance with the currently valid version of the general agreement, i.e. the one most recently communicated to the supplier in text format, as well as to future contracts of the same nature without the need for us to refer to them in each individual case. They also apply if the supplier refers to his own terms & conditions of business, in particular when accepting an order or in the order confirmation, unless we expressly consent to the application of those terms & conditions.

1.2 These terms & conditions of purchase only apply if the supplier is a businessman (section 14, BGB), a legal person under public law or a special fund under public law.

2. Ordering

2.1 An order is only deemed to have been placed by us (Lock) if it was produced by us in writing and signed and was received by the supplier. To comply with the requirement for written form, the text form described in section 126 b) BGB is sufficient. Orders placed verbally or by telephone are only binding upon us if these are confirmed subsequently by a written order. In individual cases, drawings including tolerance details stipulated by ourselves are binding in nature. When an order is accepted, the supplier acknowledges that he has been informed, through viewing access to the existing drawings, of the nature and scope of the work involved.  We cannot be held liable in the event of any obvious mistakes, typographical and computational errors being found in the documents, drawings and diagrams presented by us. The supplier is obliged to notify us of any such errors to enable our order to be corrected and reissued. This also applies to any missing documents or drawings.

2.2 Variations in quantity and quality compared to the text and contents of our order, and subsequent contractual amendments are only deemed to have been agreed if we have expressly confirmed them in writing.

2.3 Drawings, tools, samples, models, marks and mock-ups or similar items as well as finished products and semi-finished products awarded by us or manufactured on our behalf must be treated in the strictest of confidence. They remain our property and must not be supplied to third parties without our express consent in writing. In the absence of one-off agreements to the contrary, these items must be returned to us unsolicited on completion of the order. Products manufactured or marked using production equipment, marks and mock-ups may only be supplied to third parties with our express written consent.

2.4 We reserve the right to cancel an order wholly or in part on compelling grounds. On receipt of written cancellation, the supplier is obliged to cease work. We are committed to paying the agreed price for completed goods accepted by us, and to reimburse the supplier for costs incurred by partially completed items or for the raw materials already obtained to satisfy the order, unless the supplier is responsible for the cancellation taking place. The supplier undertakes to follow our instructions relating to the use of such materials. The supplier has no further entitlements in this regard.

3. Delivery Deadlines

3.1 The agreed delivery lead times and deadlines are binding commitments. They run from the date the order was placed. Within that delivery lead time and/or that delivery date, the goods must be received at the reception point nominated by ourselves. If delays are anticipated, the supplier must notify us immediately to this effect in text form and must obtain our decision about whether the order continues to exist.

3.2 If the supplier falls into arrears, and if a fixed delivery date was agreed, we are entitled after first serving a reminder, to impose a contractual penalty amounting to 0.5% of the net order value per commenced week, although said amount cannot exceed 5% of the net order value and/or the value of the delayed portion of the delivery, and/or to withdraw from the contract. We reserve the right to apply further demands for compensation. The contractual penalty imposed shall be added to any claim for compensation.

3.3 Before the delivery deadline expires, we are not obliged to accept the delivery.

4. Delivery / Packaging / Shipment

4.1 Without our prior consent in writing, the supplier is not entitled to arrange for any third party to perform a service owed by himself (e.g. sub-contractors). The supplier bears the purchasing risk for his services unless otherwise agreed in individual cases (e.g. restriction to supplies).Delivery is made at the cost of the supplier, without charges, to the reception point stipulated by ourselves (DDP 'Delivery Duty Paid'  Incoterms 2010). In exceptional cases, if we are required to pay for transport, the supplier must choose the mode of transport specified by ourselves and must otherwise select the form of transport and delivery that is least expensive to us.

4.2 The transfer of risk occurs after acceptance by ourselves at our reception point.

4.3 Packaging is included in the price. In exceptional cases, if something different has been agreed, the packaging must then be charged to us at cost. The supplier must choose the packaging specified by ourselves and must ensure that this packaging protects the goods against damage. When goods are returned, at least two thirds of the calculated value of the packaging must be credited back to us.

4.4 With freight shipments, a dispatch announcement must be communicated to us on the day of shipment. In all other cases, our dispatch specifications must be followed precisely. Overdeliveries are not permitted.

5. Documentation

5.1 Invoices, delivery notes and packaging slips must be attached to each shipment in duplicate. These documents must contain:

• our order number;
• the quantity and unit of quantity;
• gross and net weights and, where necessary, the calculated weight;
• item designation with our item number;
• remaining balances in the case of partial deliveries.
• VAT identification number.

5.2  In the event of failure to comply with the invoice contents listed under Clause 5.1, all resultant costs such as truck demurrage charges, reorganization fees and the like shall be charged to the supplier.

6. Prices and Scope of Delivery

6.1 Unless otherwise expressly defined, the agreed prices are fixed prices unless the supplier generally reduces his related prices.

6.2 All ancillary services, e.g. compilation drawings, sketches, calculations, auxiliary tools etc. needed for the manufacture of the object of delivery and its accessories are included in the price and shall be handed over to us together with any spare parts required after delivery to and acceptance by ourselves.

7. Billing / Payment / Assignment

7.1 Separate invoices must be issued for each order. Payment is not made until after full receipt of the goods in perfect condition or of complete and error-free delivery of services and after receipt of the invoice, except in cases where phased payments have been agreed. The same applies to partial deliveries. Arrears caused by incorrect or incomplete invoices shall not adversely affect any prompt payment discount periods. Where a prompt payment discount has been agreed, payment is made, with the prompt payment discount being applied within the named deadlines on any partial deliveries made: up to 14 days from receipt of the invoice less 3% prompt payment discount and the net amount for up to 30 days from receipt of the invoice.

7.2 Supplier receivables to us may only be assigned to third parties with our prior consent. Payments must always be made to the supplier. Rights and obligations of the supplier arising from this contract cannot be assigned unless we consent to this in writing.

8. Guarantee / Statutory Warranty Rights / Complaints

8.1 The supplier shall take on the obligation of ensuring that the goods, including their appearance and dimensioning, comply with our stipulations. Our order and/or our assignment shall be executed professionally and accurately in accordance with state-of-the-art technical standards.

8.2 In accordance with legislative stipulations, the seller is liable in particular for ensuring that the goods are in the agreed condition at the time of transfer of risk to ourselves. With regard to an agreement about properties, the product descriptions apply - in particular where designated or referred to in our order - that form part of this contract or were incorporated in the contract in the same way as these terms & conditions of purchase. It is immaterial whether the product description comes from us, from the seller or from the manufacturer.

8.3 At variance to Section 442 (1) p. 2 BGB, we are entitled to unrestricted claims for defects even if the defect was not known at the time the contract was concluded and was due to gross negligence.

8.4 With regard to the commercial duty of inspection, notification, and rejection, the legislative provisions of sections 377 and 381 of the German Commercial Code (HGB) apply with the following stipulation. Our duty of inspection is limited to defects that were discovered during our incoming goods inspection under external supervision, including delivery documents (e.g. Damage while in transit, incorrect or short deliveries) or that were identified by our quality control staff while conducting random sample inspections. If an acceptance test has been agreed, then the duty of inspection does not apply. In other respects, the need or otherwise for an inspection is based on the circumstances of the individual case, and on what is feasible by way of a proper business transaction. This does not affect our obligation to inspect, notify and reject in relation to defects discovered at a later date. Unaffected by our duty of inspection, our notification of defects is deemed to be immediate and timely if it was sent out within 10 working days from detection and/or, in the case of visually obvious defects, from the date of delivery.

8.5 Supplementary performance also includes removal of defective goods and reinstallation, provided that the goods is installed and used in its intended manner in another item, or fitted to a different item, and this does not affect our legal entitlement to reimbursement for associated expenditure. The expenditure required for inspection and supplementary performance shall be met by the seller, even it becomes apparent that no actual defect existed. Our entitlement to compensation in the event of an unjustified demand for remedial action to defects remains unaffected; however, to this extent, we are only liable if we established that no defect existed, or failed to establish this fact through gross negligence on our part.

8.6 Irrespective of our legal rights, and the provisions of Para. 5, the following applies: In the event of the seller failing to meet his supplementary performance obligation - where we can choose between remedial action on the defect (supplementary performance) or delivery of an item that is not defective (replacement delivery) – we are then entitled to remedy the defect ourselves and to demand reimbursement of the expenditure involved and/or obtain a corresponding advance payment in relation to that expenditure. In the event of the seller failing to deliver supplementary performance, or of that performance being unacceptable to us (e.g. due to particular urgency, a threat to operational safety or the pending threat of disproportional damage), no term needs to be defined; instead, we can notify the seller of circumstances of this nature immediately after, or if possible prior to, their occurrence.

8.7 Furthermore, in the event of a material defect or legal infringement, we are entitled in accordance with legislative provisions to demand a reduction in the purchase price, or to withdraw from the contract. In addition, and in accordance with legislative stipulations, we are entitled to claim for compensation and for reimbursement of expenditure.

9. Supplier recourse

9.1 Our legal claims to recourse within a supply chain (supplier recourse in accordance with Sections 445a, 445b, 478 BGB) remain fully enforceable alongside our claims in relation to defects. In particular, we are entitled to demand the type of remedial action (remedial work or replacement delivery) from the seller that we are obliged in individual cases to provide to our customer. This does not restrict our legal right of choice (section 439 para. 1, BGB).

b) Before we recognise or fulfil a defect claim from our customer (including reimbursement of expenditure in accordance with sections 445a para. 1, 439 paras. 2 and 3 BGB), we shall notify the seller, setting out the factual content in a concise manner, and shall request a written response. If the seller fails to provide this response within a reasonable period, and if no mutually agreeable solution is forthcoming, the assured warranty claims shall be owed to the customer. In such cases, the seller is obliged to provide evidence to refute his responsibility for the claim.

9.3 Our claims resulting from supplier recourse also apply if the goods were further processed before they were sold to another consumer by us or by one of our customers, e.g. through installation in a different product.

10. Manufacturer’s Liability

10.1 If the seller is responsible for a product defect, he is obliged to indemnify us from the claims of third parties to the extent that the cause lies in his area of control and organization, and he himself is liable to outside parties.

10.2 In the context of his indemnity obligation, as defined in sections 683 and 670 of the German Civil Code (BGB), the seller is required to reimburse expenditure incurred in respect of third party claims, including the costs of any recall campaigns we may conduct. We shall notify the seller about the content and scope of recall measures - to the extent of what is possible and can reasonably be expected - and shall give him an opportunity to comment on them. This does not have any effect on more extensive legal claims.

10.3 The seller must take out and keep current a product liability insurance policy with a lump-sum cover amount of at least €5 million per individual case of injury to people or of damage to property.

11. Industrial property rights

The supplier is liable for ensuring that the goods he delivers and the use to which we put them does not infringe any patents or other third-party property rights. He indemnifies us and our customers from all claims arising from the use of such property rights. This does not apply in cases where the supplier has manufactured the supplied goods on the basis of drawings, models or equivalent descriptions or stipulations and does not know, or in the context of the products manufactured by him cannot know, that property rights have been infringed.

12. Force majeure

War, civil war, export restrictions and/or trade restrictions resulting from a change in the political landscape and from legitimate strike action, legitimate lockouts, factory disruptions, restrictions on factory operation etc. Events that make it impossible or unreasonable for us to satisfy the contract and for which we were not responsible are considered to constitute force majeure and liberate us for their duration from our obligation to accept deliveries in a timely fashion. The parties to contract are obliged to notify each other of such events, and to adapt their obligations in good faith to reflect the changed circumstances.

The supplier is obliged to notify us immediately of all circumstances that make it impossible for him to honour his delivery commitment to us, to enable us to make alternative arrangements in a timely manner.

13. Retention of Title / Ownership

The material provided remains our property. As such, it must be stored separately and must only be used to fulfil our orders. The supplier is liable for any reduction in its value or for its loss, even if not culpable. The objects manufactured from materials provided by us become our property in their respective completed condition. The supplier shall store these items for us. The purchase price includes the costs of storing these objects and materials.

14. Business confidentiality

The supplier is obliged to treat our orders and all commercial and technical details associated with them as confidential, unless the pertinent facts are already in the public domain.

15. Cancellation

If the commercial and financial circumstances of the supplier worsen substantially, in particular if bankruptcy or insolvency proceedings have been instigated over his assets, we are entitled to cancel the contract if the aforementioned circumstances appear to jeopardize fulfilment of the contract. The acceptance of partial deliveries of goods and services after the onset of one of the above circumstances does not affect our right to terminate the contract for other reasons.

16. General provisions

16.1 In the event of a provision being inapplicable, or ceasing to apply, this shall not affect the effectiveness of the remaining provisions. The parties undertake to replace any inapplicable provision with one that most closely reflects the commercial purpose of the ineffective one, and that is itself effective. This does not apply to cases where a provision becomes inapplicable as the result of a violation of sections 305-310 of the German Civil Code [BGB]. In such cases, the legal provision applies, unless some supplementary contractual term is offered to fill the gap.

16.2 German Law applies to all legal relationships between the supplier and ourselves, and this also applies if the supplier's head office is not located in Germany and excludes the application of legislation governing the international sale of transportable goods and conflict / tie-breaker rules.

16.3 German is the language of this contract. In cases where the meaning of the German text may differ from a foreign language translation of the text of this contract, or where terms & conditions of delivery and payment might vary, the meaning of the German text shall take precedence.

16.4 The place of fulfilment is the receiving plant, and for payment, the head office location of our company.

16.5 If the purchaser is a businessman, a legal entity under public law or a special fund under public law, then the court of jurisdiction for all disputes that may arise is the one responsible at the head office location of our company. However, we are also entitled to take legal action in the court responsible for the head office location of the supplier.

Dated: September 2019

1. The Lock warranty declaration

Lock GmbH, (hereinafter called Lock) extends to its contractual partners a time-limited period of warranty cover on the products it manufactures which is subject to the following terms & conditions, and which includes the scope described below. This warranty period applies irrespective of mandatory legislative liability stipulations, e.g. product liability legislation.

Lock manufactures quality products using state-of-the-art technology. All the materials used are selected carefully and are subject to continuous monitoring, as is the production process. Specialist technical expertise is required to set up and/or to install these products. This is why Lock products must always be installed and commissioned by specialist businesses, i.e. by companies with specific expertise in drive technology, and in strict accordance with current legislative provisions and the specifications of Lock, the manufacturer.

2. Warranty period and scope of warranty

The legally stipulated warranty period of 12 months applies to all of our products. In addition, we provide warranty cover for any products purchased from Lock since 01.03.2020. Lock guarantees that its products are functionally capable when used in accordance with the conditions described below. Claims for replacement resulting from secondary damage or from product liability are only enforceable in accordance with legislative stipulations. The scope of this warranty cover extends to defects that are verifiably based on a material defect or on a manufacturing or design defect. The warranty period will not be extended on the basis of this warranty declaration.

2.1 Guarantee period and scope of guarantee outside the European Union

The following warranty conditions apply exclusively outside

the European Union.

We provide warranty cover for the following products from the date of transfer to the purchaser:
a) RMA series

a) Warranty cover for the RMA range
For our RMA range of products, we provide you with 2 years of warranty cover. A warranty case for the RMA range only exists if the defect leads to a functional failure of the tube motor.

2.2 Guarantee period and scope of guarantee within the Federal Republic of Germany and the European Union

The following warranty conditions apply exclusively within the Federal Republic of Germany and the European Union.

We provide warranty cover for the following products from the date of transfer to the purchaser:
a) EWA series with LSC 40.10 control unit
b) RMA series
c) BasicLine BLN 03

a) Warranty services for the EWA range with LSC 40.10 control unit
For our EWA range of products, we provide you with 10 years of warranty cover

• Oil leakage

Oil leakage exists if the system develops a detrimental oil leak. This defined as a continuous oil leak (where more than 60 ml of oil is escaping) from the system, and where dripping oil is clearly visible.

We provide you with 5 years of warranty cover on

• all mechanical components (e.g. housing, housing components)

of our EWA range. A warranty case for mechanical components only exists if the defect leads to a functional failure of the power drive.

We provide you with 3 years of warranty cover on

• the LSC 40 control unit and the electric motor

of our EWA range. A warranty case for the LSC 40 control unit and the electric motor only exists if the defect leads to a malfunction of the power drive.

b) Warranty cover for the RMA range
For our RMA range of products, we provide you with 2 years of warranty cover.

A warranty case for the RMA range only exists if the defect leads to a functional failure of the tube motor.

c) Guarantee for BLN series
For our BLN series you get a warranty period of 3 years on

• the control unit LSC 40

The LSC 40 control unit is only covered by warranty if the defect leads to a functional failure of the power drive.

3. Warranty exclusion

In particular, the warranty cover provided does not cover:
a) Lock products that are not used

• in greenhouse construction for roof & side ventilation as well as shading in greenhouses and garden centres;
• in animal shed construction for roof & side ventilation and lifting applications;
• in the lifting technology sector for elevating platforms;

b) wear & tear to products;
c) surfaces (e.g. corrosion, damage to paintwork);
d) where the volume of oil escaping is less than 60 ml (e.g. slight leakage from the drive);
e) discolouration of paintwork or of the surfaces that can be traced back to overheating or overloading;
f) improper transport and/or inappropriate storage;
g) incorrect handling of fragile components;
h) incorrect handling and/or improper use (e.g. excessive engagement period, exceeding of the average operating periods for the applicable drive unit assembly, operator error);
i) defective or insufficient maintenance;
j) improper installation or commissioning;
k) failure to comply with the installation and operating instructions as well as
l) technical modifications to the device by non-company personnel;
m) damage or destruction of the product supplied resulting from the impact of force majeure or environmental factors (flooding, lightning strike, earthquake etc.);
n) failure of the product due to insufficient dimensioning;
o) installation, maintenance, repair and care of products by non-specialist personnel;
p) damage to products caused by the contractual partner, installer or third parties;
q) damage resulting from normal wear and tear or from deliberate damage; if damage is caused by negligence, we shall agree a figure that incorporates shared responsibility;
r) for products that were not being, or are not being used for their intended purpose;
s) for damage resulting from force majeure or natural disasters, in particular although not restricted to flooding, fires or frost action;
t) use of spare parts that were not manufactured by or recommended by Lock.

The warranty also does not apply to:

u) system components that were not supplied by Lock;
v) products on which unauthorised accessories were installed by third parties;
w) products that include features which point to unprofessional repairs or other interventions by third parties;
x) products that were repaired by unauthorised workshops and/or people, or by whom repairs were attempted.

4. Prerequisite for concluding a warranty agreement

The warranty agreement comes into being if the contractual partner of Lock

a) completes registration within 12 months from the date of purchase on the homepage of Lock Antriebstechnik GmbH which can be called up at Product Registration or employing one of the alternative methods indicated in the ‘Service processing’ section of the catalogue (only applies to drives with LSC 40.10 control unit).

and

b) communicates to Lock the serial number of the product covered by the warranty  (only applies to drives with LSC 40.10 control unit).

For this warranty to be effective, installation and maintenance work must be completed in full accordance with the operating instructions and with recognised technical regulations, e.g. by an accredited business or by an authorised specialist company, and in full compliance with the operating instructions which includes the technical manuals and care instructions provided by Lock. A specialist business can only claim to be authorised by Lock if it holds a training certificate it has obtained from Lock within the last 3 years.
If spare parts are used, they must exclusively have been manufactured or recommended by Lock.

5. Procedure to follow for warranty cases

a) Submit a written defect report or present the product together with substantiating evidence to Lock to prove that the defect or functional impairment occurred during the warranty period. In particular, this verification can be provided by presenting the receipted invoice.

b) Warranty claims must be submitted immediately, and by no later than 2 weeks after becoming aware of a defect or impairment. Once this period has elapsed, it is no longer possible to enforce the rights defined in this warranty cover.

6. Scope of services in warranty cases

The scope of services in warranty cases is restricted to the free-of-charge replacement or repair of the defective product. The contractual partner must meet the costs of removal and reinstallation as well as the transport costs.
Lock reserves the right either to repair the defective product or to replace it, or to reimburse the contractual partner with the purchase price, with preference being given to the repair option. In most cases, with the prior consent of Lock, the contractual partner arranges for the defective product to be repaired on site by a specialist tradesman, or to have it replaced.
In the event of Lock notifies the customer of its decision to carry out the repair itself, Lock shall then meet the costs of spare parts, installation and its own labour costs as well as any expenditure incurred for transport or for the shipping of the product.
The contractual partner must provide access to the product. In the event of replacement, the old product shall be replaced free of charge by a new product of the same kind, quality standard and of the same type. In cases where the affected product is no longer being manufactured at the time a defect or fault is notified, Lock Antriebstechnik GmbH is entitled to supply a similar product. Here, the possibility cannot be excluded of the electrical connection values and the rotational speed (rpm) of the replacement gearbox differing from those of the old drive unit. Transport and/or shipping to and from Lock and the relevant contractual partner respectively, all removal and reinstallation of the product or any other such measure requires the prior written consent of Lock. In cases where Lock agrees to the justified measure in writing, Lock shall meet the costs incurred by implementing that measure.
In cases where defects in the product are not covered by this warranty, the contractual partner is then responsible for meeting the costs of shipping and transport of the product. In addition, the contractual partner must meet the costs including any labour costs involved that arise through examination of the product as well as the costs of removal and reinstallation of the product, subject to costs of this nature arising. In cases where the contractual partner has been informed that warranty cover is not applicable, and of the costs that would be incurred by repair work, and still wishes for that repair work to be carried out, he must also meet the resultant costs of spare parts and labour.

7. Liability

This warranty declaration does not provide any assurance relating to the remedying of secondary damage of whichsoever kind, nor in relation to any further compensation claims. This restriction does not apply to mandatory legal provisions for which the manufacturer is liable outside the scope of this voluntary warranty declaration.

8. Place of performance, court of jurisdiction and applicable law

This warranty is subject to German Law and excludes application of the UN Convention on Contracts for the International Sale of Goods (CISG). The place of performance for obligations arising from this warranty is Ertingen, Germany. To the extent permissible, the court of jurisdiction is based in Ertingen, the head office location of Lock Antriebstechnik GmbH.

Download PDF file here.

dated: 08.2020