Terms and Conditions of Purchase of Laetus GmbH
Article 1 – Applicability
These Terms and Conditions of Purchase apply exclusively; any general terms and conditions of the supplier that contradict or deviate from these Terms and Conditions of Purchase only apply if Laetus explicitly agrees to them in writing. They also apply if Laetus accepts goods or services of the supplier (hereinafter referred to as the “Contract Products”) or payments therefor in acknowledgement of contradictory or supplementary terms and conditions of the supplier.
Article 2 – Software
The Terms and Conditions of Software also apply to software.
Article 3 – Contract Inception and Amendments
(1) Orders and call-off must be submitted in writing, as do any changes or additions to orders or call-off.
(2) Verbal agreements are only legally binding if confirmed in writing by Laetus. Fax, data transfers or e-mails also comply with the written form requirement.
(3) Cost estimates are legally binding and not to be compensated.
(4) Call-offs within the scope of order and delivery planning become legally binding if no objection is raised by the supplier within two working days from receipt of the request.
Article 4 – Delivery, Delivery Capacity, Delivery of Spare Parts
(1) Delivery dates are legally binding. If the supplier determines that it is unable to meet agreed delivery dates it must notify Laetus of the reasons for this situation and the extent of the delay in writing without undue delay. Delivery dates refer to the receipt of goods or provision of services at the Laetus site or at another place of performance that has explicitly been agreed. Deliveries must include a delivery note stating the date and description of the delivered Contract Product and the Laetus order number. Delays to deliveries as a result of no delivery note being enclosed with the delivery or a delivery note not including the aforementioned information are the fault of the supplier.
(2) If the supplier has responsibility for set-up or assembly, the supplier is responsible for bearing all additional costs (such as transport costs, costs of providing tools, etc.).
(3) Partial deliveries are only permitted if Laetus has agreed in writing or such partial deliveries are reasonably acceptable for Laetus.
(4) The supplier is generally obliged to supply Laetus with further types of the Contract Products of the agreement that Laetus has already acquired from the supplier; this particularly applies to order and delivery planning in which the supplier must be capable of delivery. If the supplier supplies goods on an ongoing basis, the supplier must inform Laetus if it realises that it will become or has become unable to deliver goods (e.g. if the necessary preliminary materials are not – or no longer – available). If the supplier would like to cease delivering to Laetus altogether or cease delivering individual Contract Products of the agreement, the supplier will grant Laetus sufficient opportunity in advance to acquire the Contract Products of the agreement from the supplier for a reasonable transition period.
(5) The supplier undertakes to maintain its capacity to deliver spare parts for a period of five years following delivery.
Article 5 – Performing Works and General Conduct
(1) Individuals that perform works at Laetus in fulfilment of this agreement must comply with applicable rules and regulations. Laetus assumes no liability for any accidents suffered by these individuals on Laetus’ premises, provided said accidents are not caused intentionally or as a result of grossly negligent breaches of duty by legal representatives or vicarious agents of Laetus.
(2) The supplier undertakes to engage in ethical conduct and, in particular, comply with the DANAHER Group’s Suppliers Code of Conduct (available at https://www.danaher.com/suppliers).
Article 6 – Receipt of Goods
(1) Laetus must only check incoming goods on receipt with regard to obvious damages, particularly damages in transit, and if the delivery deviates from the given description or quantity.
(2) If Laetus objects to any defects without undue delay following their discovery, the supplier waives its right to claim late notification of defects.
Article 7 – Prices, Transfer of Risks and Payment
(1) Prices are generally considered to include delivery and packaging costs unless otherwise agreed in writing. The risk of loss and damage in the Contract Products passes on to Laetus upon the handover of the Contract Products.
(2) Payments must generally be made within 30 days without any deductions or within 14 days of receipt with an early payment deduction of 3% from receipt both of the invoice and of the Contract Product or provision of the service, unless otherwise agreed in writing.
Article 8 – Force majeure
If Laetus is prevented from accepting the Contract Product due to force majeure, Laetus is not to be held responsible and is not liable for damages. Force majeure is deemed to mean all events whose occurrence and effects on the performance of the agreement could not have been reasonably prevented by Laetus. If the force majeure lasts for a period longer than 14 days, Laetus is permitted to terminate the orders and call-offs concerned without notice.
Article 9 – Claims for defects
(1) Statutory provisions apply to all material and legal defects unless otherwise agreed in the following. A defect also exists if the Contract Product of the agreement does not, upon passing of the risk, correspond to the contractually agreed or usual purpose, the generally accepted codes of practice or applicable statutory or regulatory requirements, particularly licensing requirements, occupational health and safety regulations and accident prevention provisions. If CE, DIN, ISO, VDE, VDI or DVGW standards, or equivalent standards, are applicable to the Contract Products, the Contract Products must comply with these standards at the point at which risk is transferred to Laetus. These provisions also apply if construction or assembly works are to be provided by the supplier in relation to the Contract Products.
(2) Laetus is permitted to select the form of subsequent performance at its discretion. The supplier may refuse the chosen form of subsequent performance if it results in unreasonable costs. If the supplier provides replacement goods, the period for the replaced parts defined in Article 9 (5) restarts. This does not apply if the subsequent performance did not take place due to a defect and Laetus has reason to believe that the supplier has not acknowledged its obligation of subsequent performance. This acknowledgement does not exist in particular if the scope, duration and costs of subsequent performance imply that the supplier did not want to give such acknowledgement.
(3) Laetus is permitted to rectify defects itself, arrange for them to be rectified by a third party or otherwise procure a replacement at the expense of the supplier, if the supplier refuses to fulfil its obligations due to claims for defects or fails to meet these obligations within an appropriate period of time.
(4) The supplier will exempt Laetus for any and all costs incurred by Laetus due to claims being asserted against it that are the fault of the supplier. This also applies to claims under the German Product Liability Act (ProdHaftG) or infringement of third-party intellectual property rights.
(5) Claims for defects lapse three years after the transfer of risks to Laetus; this does not apply in the case of fraudulent conduct on the part of the supplier.
(6) The supplier must treat fault on the part of its sub-suppliers as if it were its own fault.
Article 10 – Supply
Materials supplied by Laetus remain the property of Laetus. These materials may only be used for the intended purpose and for the performance of the agreement. Supplied materials are processed and assembled on behalf of Laetus. Laetus obtains co-ownership of any articles manufactured using materials provided by Laetus in the same proportion as the value of the materials supplied compared to the value of the article as a whole. The supplier will store these materials on behalf of Laetus.
Article 11 – Delivery Restrictions and Confidentiality
(1) Contract Products manufactured according to specifications, particularly drawings, provided by Laetus may only be delivered to Laetus. This also applies if a) the supplier has procured tools, models and other items at its own expense, b) Contract Products of the agreement are not accepted due to defects or c) no further deliveries or orders may be issued.
(2) Laetus remains the owner and holder of intellectual property rights relating to any information provided to the supplier, particularly samples and drawings. These documents may not be disclosed to third parties unless the information was already in the public domain or already lawfully disclosed prior to being submitted or subsequently lawfully disclosed to the supplier by a third party. This information must be returned to Laetus without undue delay as soon as it is no longer required by the supplier to perform its obligations.
Article 12 – Export Controls and Customs
The supplier must notify Laetus of any required approvals or restrictions to which its goods are subject in accordance with German, European or US export and customs provisions or export or customs provisions of the country of origin of the goods. It is also obliged to notify Laetus of any changes without undue delay.
Article 13 – Place of Performance and Incoterms
The place of performance is the location of the delivery or service. Deliveries generally take place DDP (Incoterms® 2010) unless otherwise agreed in writing.
Article 14 – General Provisions
(1) If a provision of an agreement with the supplier is or becomes invalid or unenforceable either in part or in full, this does not affect the validity or enforceability of the other provisions. The contractual parties must mutually agree on a valid and enforceable provision that approximates the invalid or unenforceable provision to the greatest possible extent.
(2) These contractual relationships are subject to the laws of the Federal Republic of Germany only to the exclusion of any conflict of laws and the United Nations Convention on Contracts for the International Sale of Goods.
(3) The sole place of jurisdiction for any and all disputes resulting from or relating to these agreements with the supplier is Darmstadt, Germany. Laetus is also entitled to initiate legal proceedings against the supplier in the jurisdiction of its registered office or branch office as well the place of performance.
Terms and Conditions of Software of Laetus GmbH
Article 1 – Applicability
These Terms and Conditions of Software apply in relation to the acquisition or licensing of software and hardware with integrated software. They also apply to updates, upgrades and other modifications.
Article 2 – Open Source Software
(1) The Contract Products may only contain open source software if Laetus has explicitly agreed in writing.
(2) The supplier must comply with all obligations regarding open source software. It must provide Laetus will all the information Laetus requires to lawfully use the open source software within the scope of applicable rights of use.
(3) In particular, open source software is any software that is (a) disseminated at licensing conditions that are recognised by organisations such as the Open Source Initiative or the Free Software Foundation, (b) may only be licensed to other parties on the condition that certain information is also disclosed (such as licensing terms, source code information) or certain requirements are met (such as copyleft software) or (c) is available free of charge and without restriction.
Article 3 – Right of Use
(1) The supplier grants Laetus the non-exclusive, global, unlimited and irrevocable right to use the software in accordance with these Terms and Conditions of Software. The right of use is not limited to a particular production site or product portfolio (e.g. project or platform).
(2) Laetus may copy, install, transfer, store, load, test, execute, modify, calibrate and configure the software on the basis of its right of use, combine the software with other software or integrate or embed it in software or hardware for use in Laetus products. It may also market and disseminate the software together with Laetus products. This does not affect the obligations under Sections 69d and 69e German Copyright Act (UrhG).
(3) The right of use includes the permission to grant sub-licences to third parties on the condition that such sub-licences are necessary or expedient for the proper use of the software (e.g. to customers, software developers or service partners for Laetus products).
Article 4 – Rectifying Errors and Security Vulnerabilities
In the period in which Laetus is permitted to assert claims for defects, the supplier must provide all modifications to the software that serve to rectify errors or security vulnerabilities (particularly patches, bug fixes or hot fixes) and all associated required information to Laetus free of charge. Laetus receives the same right of use for these modifications as for the actual software. Following this period, the supplier must provide the required modifications at a fair market price.
Article 5 – Indemnification
The supplier indemnifies Laetus from any costs (including legal and consultancy fees incurred in defending itself against claims both in and out of court) and third-party claims that result from the use of the software under the aforementioned rights of use breaching third-party rights. This indemnification applies at the point at which claims are asserted by third parties and the limitation period begins at the end of the year in which the claims are asserted by the third parties. The supplier must also (at its own discretion) either acquire the necessary rights from third parties or replace parts of the software that breach third-party rights without undue delay and free of charge in a manner that ensures that Laetus can use the software in accordance with the agreement.
Article 6 – Documentation
Laetus is permitted to assume the documentation relating to the software into its own documentation as well as duplicate, modify, translate, market and disseminate this documentation.