purchasing conditions for orders granted by loesche gmbh · purchasing conditions for orders...

© Loesche GmbH • D-40549 Düsseldorf • Hansaallee 243 Tel. +49-211-5353-0 • Fax +49-211-5353-500 • [email protected] • www.loesche.comRev.: 9 • Stand: 03.05.2016 • Q963500-00-04

Purchasing Conditions for orders granted by Loesche GmbH


1. Preamble .................................................................................3

2. General – Applicability ..............................................................3

3. Subject matter of contract ........................................................3

4. Basis of Order ..........................................................................3

5. Conclusion of Contract ............................................................3

6. Payment Conditions .................................................................3

7. Specifications ..........................................................................4

8. Patterns ...................................................................................4

9. Quality and manufacturing certificates ......................................4

10. Conservation Regulations .........................................................5

11. REACH REGULATION ..............................................................5

12. Ionizing Radiation ....................................................................6

13. Labling/Packing / Marking ........................................................6

14. Storage ....................................................................................7

15. Documentation Scope ..............................................................7

16. Delay in Delivery of Documentation/Penalty ..............................7

17. Expediting ................................................................................7

18. Interim checks ..........................................................................7

19. Delay in Delivery/contractual penalty ........................................8

20. Force Majeure ..........................................................................8

21. Liability for Defects ..................................................................8

22. Termination – Withdrawal – Suspension ....................................9

23. Subcontracting of Orders .......................................................10

24. Patent claims .........................................................................10

25. Remedial works/subsequent deliveries .....................................10

26. Liability ..................................................................................10

27. Protection of Copyright ..........................................................10

28. Confidentiality .......................................................................11

29. Supplier Assessment ...............................................................12

30. Final Provisions ......................................................................12


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1. Preamble: This Purchasing Conditions regulate the legal

relationship for Orders granted by LOESCHE with its suppliers (“CONTRACTORS”).

2. General – Applicability: This Purchasing Conditions apply in particular to

contracts regarding the the purchase and/or the delivery of movable goods, regardless whether such goods are manufactured by the CONTRAC-TOR or purchased from suppliers (§§ 433, 651 BGB). In the absence of any deviating stipulation, these Purchasing Conditions shall apply in its most recent version at the time of LOESCHE’s order or in the version mentioned at the latest in text form as frame work contract for future comparable contracts without LOESCHE having to refer to these Purchase Conditions.

These Purchasing Conditions shall apply exclu-sively; conditions of the CONTRACTOR adverse to or deviating from these Purchasing Conditions do not apply unless their validity is explicitly accepted in writing by LOESCHE. These Purchas-ing Conditions also apply in the event that LOESCHE unconditionally accepts the supply of the CONTRACTOR in the knowledge of condi-tions of the CONTRACTOR adverse to these Purchasing Conditions.

Legally relevant declarations and notifications which have to be made by the CONTRACTOR to LOESCHE (e.g. giving notice, letters of demand, withdrawals) require written form to be effective. The text form of § 126b BGB is not deemed to be sufficient to meet this written form requirement.

Any references to legal provisions shall only have clarifying significance. Also in the absence of such clarifications legal provisions apply unless these are not directly modified or explicitly excluded by these Purchasing Conditions.

3. Subject matter of contract: Subject matter of contract is the delivery and/or

manufacture of machines and/or components according to the design of the CONTRACTOR and/or according to the design of LOESCHE and/or the delivery of other items, substances or liquids (hereinafter collectively also referred to as “Products”) in each case according to the state-as applicable at time of the contract coming into force and by taking into consideration the relevant quality and safety regulations valid at said time (“Order”).

4. Basis of Order: For execution of the Order, the following docu-

ments in the said order are binding, whereas these shall, in case of doubt, take precedence shall over the Purchasing Conditions:

• Contractual document (“Order”) with attach-ments

• Negotiation Record together with attachments • Content of quality assurance upon demand • Environmental conditions acc. data sheet Hereinafter: „Contract“

5. Conclusion of Contract: The Order of LOESCHE becomes binding with its

written submission at the earliest. The CONTRACTOR shall make LOESCHE aware of any obvious errors (typos or calculation errors) for the purpose of correction or completion prior to acceptance of the Order.

The CONTRACTOR is obliged to accept the Order within 10 working days in writing or to execute the order by delivery of the Products.

Any delayed acceptance shall be deemed a new order and is subject to the acceptance by LOESCHE.

6. Payment Conditions: Prices are stated in the Order or the Negotiation

Record. Unless stipulated otherwise, the prices include all services of the CONTRACTOR (e. g. construction, installation) and additional costs (e. g. including packaging, documentation, storage costs, transport costs including transport- and third party liability insurance).

Payments will be executed upon presentation/re-ceipt of:

• the unconditional order confirmation (incl. manufacturing process plan) resp. the supplies/services to be provided at this point in time,

• proof that complete components have been accomplished according to the conditions of the contract

• proof of delivery of documentation regarding delivery,

The CONTRACTOR agrees that a delayed delivery of documentation will accordingly lead to a corresponding delay in the next payment.


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For installments that fall due before delivery/exe-cution of the supplies/services, the CONTRAC-TOR provides a corresponding and open-ended bank guarantee as down payment guarantee. A warranty/guarantee retention, if so agreed in the Order, may be released only against presentation of a warranty guarantee in equivalent amount and valid for the duration of the warranty/guarantee period.

The CONTRACTOR has no right of retention nor the right of an offset with claims against claims of LOESCHE unless the counterclaim has been established as legal and final, is undisputed or acknowledged.

7. Specifications: The CONTRACTOR is obliged to inform

LOESCHE immediately in writing should he has not received all technical information required for the execution of the Order or if there are contra-dictions in the order documents. If the CONTRACTOR fails to make this request or if not made in good time, any charges for changes and damages because of his default shall be at the costs of the CONTRACTOR.

LOESCHE shall be entitled to ask for changes before or during the execution of the Order. Changes in construction have to be carried with-out any extra charge. If LOESCHE requires changes during workshop and/or construction works which are not caused by any omissions or mis-takes of the CONTRACTOR, the CONTRACTOR will be indemnified in the amount of any proven necessary costs for any works already carried out which became worthless due to the changes.

For the time of any delay for which LOESCHE is responsible, no contractual penalty will become due, subject to the condition that the CONTRAC-TOR has informed LOESCHE in time about the expected delay.

8. Patterns: The CONTRACTOR is obliged to check all

patterns required to cast parts for correct dimen-sions in accordance to the execution drawing. This also applies to patterns which are already at the CONTRACTOR´s premises and/or parts provided by LOESCHE.

If casts are faulty due to failure to comply with this obligation, the CONTRACTOR shall be obliged to deliver a replacement as quickly as possible and free of charge. Delays in delivery which occur have to be compensated to ensure that the date agreed by contract is still met.

A change of a pattern’s location is only admissible with the prior written approval of LOESCHE. In the event of a change of a pattern’s location, the CONTRACTOR must – without being requested to do so – provide LOESCHE with photo documentation and a short description of the condition of the patterns received.

If the CONTRACTOR fails to do this, he must bear any costs incurred for repair or recondition-ing work if it is possible to ascertain the party responsible for this failure.

All patterns made available for the CONTRAC-TOR must be clearly and permanently marked as LOESCHE‘s property and are to be carefully stored for LOESCHE in a suitable location and free of charge and separated from any third party property and property of the CONTRACTOR. LOESCHE and the CONTRACTOR are herewith in agreement that any patterns provided by LOESCHE are single property of LOESCHE and made available to the CONTRACTOR only for manufacturing purposes on loan basis. These patterns have to be handed-over to LOESCHE on request of LOESCHE.

9. Quality and manufacturing certificates The following certificates – provided they apply

for the delivery items – are to be presented to LOESCHE by the CONTRACTOR without special request:

• Unless otherwise agreed 3.1 material certifi-cates according to DIN/EN 10204 will be deliv-ered for materials in S355 and higher. For materials below S355 a test report 2.2 accord-ing to DIN/EN 10204 is sufficient.

• for all cast parts factory certificate according to DIN EN 10.204/2.2 or – if demanded – according to the respective drawing regulation resp. quality guideline

• for non-destructive tests – Test Certificates • welding certificates (The quality of weld seams

shall be according to the guideline for quality class for irregularities acc. DIN EN 25817 resp. ISO 5817. This DIN is an integral part of the order and welder’s certificates resp. verifica-tions are to be provided according to this DIN.


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The limit for rating of seams is set according to quality class C (average).)

• Test run certificates • Density/pressure test certificates

Should higher requirements be set by authorities or by law at the CONTRACTOR’S place of business, at LOESCHE’s registered office or at the designated site for the services/supplies of the CONTRACTOR, the CONTRACTOR has to com-ply with them without further notice by LOESCHE. This also applies for official acceptances/approv-als (e.g. for pressure tanks) that have to be proven by presentation of the respective test certificates.

All costs arising from the aforementioned require-ments are to be borne by the CONTRACTOR unless agreed otherwise.

10. Conservation Regulations: If so requested in the purchase order, the

LOESCHE manufacturing guideline Q900560-4 shall be considered as an a applicable document and will be forwarded on demand. Applied conservation a coating materials have to be iden-tified by the corresponding technical and safety data sheets as part of the QA documentation.

Pipes/pipelines and other openings are to be closed with waterproof plastic or steel plate caps. The inner walls may not have visible wetness.

Fittings, flanges, seals, screws, etc are to be treated in a way that conservation and packing ensure a secure protection against effects of the weather

Instruments and electronic devices: Where these parts are not sufficiently protected

by their special packing from the manufacturer (e.g. rigid foam cassettes) the CONTRACTOR has to carry out additional measures.

Indications on the manufacturer’s/CONTRAC-TOR’s drawings:

On the drawings, machine data sheets or in possible conservation and packing specifications the following is to be stated:

Extent and life-time (min. 12 month) of conserva-tion measures (number of drying agents, supports, machines, or the like) to be proposed by the CONTRACTOR, antirust agent (type, quality and basis as well as solvent resp. detergent).

The responsibility for the accurate fulfillment of the stated regulations lies solely with the CON-TRACTOR.

11. REACH REGULATION: For the supply of its Products delivered to

LOESCHE the CONTRACTOR is obliged to adhere to the obligations given by the REACH Regulation (EEC No. 1907/2007 in its relevant version). He assures in particular that the delivered Products and its packing do not contain any substances of the relevant candidate list of article 53 para 1 in a concentration above 0.1% weight by weight (SVHC-Substances). The CONTRACTOR is obliged to have registered all substances delivered to LOESCHE by himself or by his sub-suppliers, as far as an obligation for registration is given. In case the CONTRACTOR according to REACH is not obliged to make the registration by himself, he obliges his sub-suppliers to adhere to their obliga-tions according to REACH. Upon request a regis-tration made by the CONTRACTOR or by his sub-suppliers regarding delivered Products is to be verified on request vis-à-vis LOESCHE in writing.

The CONTRACTOR ensures that in case its Products or its packings contain substances which fall under REACH that such substances are regis-tered. He is obliged in time to provide LOESCHE with all information and documentation which are necessary under REACH (in especially accord-ing to art. 31 ff of REACH) resp. to forward such information and documentation of its sub-supplier without undue delay to LOESCHE.

Should clients, competitors or authorities raise claims against LOESCHE which are connected to a Product of the CONTRACTOR and based on the infringement of REACH LOESCHE shall be entitled to demand to be indemnified by the CONTRACTOR against such claims or against any damages which result from the non-conformity with REACH.

The above obligations apply accordingly (with the exception of the obligations for registrations) if the CONTRACTOR has its situ in a country not belonging to the European Union. In particular the CONTRACTOR has to inform LOESCHE in case that a SVHC-substance is contained greater than 0.1 % or if under REACH falling substances could be released during normal and foreseeable use. The CONTRACTOR has to nominate the single substances and its concentration weight by weight as exactly as possible.


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12. Ionizing Radiation: The CONTRACTOR guarantees that his Products

delivered are free from ironizing radiation in excess of the natural ambient surface radiation or in excess of its natural composition even where the ironizing radiation is within the relevant maximum permissible legal or official values. The CONTRACTOR is obliged to check its Products before delivery regarding ionizing radiation and to provide LOESCHE with the respective test certifi-cates. The CONTRACTOR is hereby explicitly ad-vised that Products, which are not free of ionizing radiation are to be classified as defect material. The damage caused by such defect material can be particularly high and may comprise damage to persons beside consequential damages,

Upon LOESCHE’s request the CONTRACTOR shall provide test certificates as to the examina-tion that the raw materials used and/or of the finished product/supply are free from ionizing radiation.

13. Labling/Packing/Marking: Labeling: LOESCHE together with its packaging companies

is operating a barcoding system for delivery parts (Bar Coding).

Every single part of the delivery is to be marked by the CONTRACTOR in a way that the parts belonging together are directly and clearly recog-nizable on site.

The labels could be received in due time before dispatch from the relevant LOESCHE-packing company. However, for this purpose the prior input by the CONTRACTOR of the data of its parts to be delivered into the supplier-template of the barcode system (Internet) is required. Upon request, user instructions for the supplier portal will be sent to the CONTRACTOR by the packaging company.

Screws and small parts of the same size and type, which cannot be marked individually are to be packed or bundled together appropriately and the package has to receive the respective lettering.

Single parts that cannot be identified or found on site due to insufficient or missing lettering are to be replaced by the CONTRACTOR at the applica-tion site free of charge.

Packing: In principle packaging has to be done in accord-

ance to the HPE packaging guidelines (HPE = Federal Association for Wooden Packages– Pallets-Export Packaging, Germany) taking into account the transport and the country-specific regulations of the destination country as well as the rules for the packing of dangerous goods for transport by truck, ship or plane.

Containers are permitted only with explicit authorization from LOESCHE. Containers are not a separate package, but constitute only one transportation aid.

Marking: (for Self packer only) The marking is to be placed well visible on the

outside of each packing as well as on all shipment items. The CONTRACTOR shall bear cost arising out of non compliance.

In general, the Order specific marking is to be requested in due time by the CONTRACTOR from LOESCHE Logistics.

Readiness to dispatch/Packing lists: Readiness to dispatch is advised by the CONTRAC-

TOR via the supplier portal. The onward transport is in accordance with the contractual price basis and will be regulated via this portal. Label accom-panying lists and a delivery note shall be attached to each consignment to our Packaging company.

In individual cases the CONTRACTOR may be required to issue preliminary packing lists with an accuracy of +/- 5 % well in advance of the actual delivery date on LOESCHE forms.

In the final packing list all individual parts which are in a package are to be listed stating the individual marking. Mounted parts are to be marked as such.

Self packer need to note that the final packing list for each colli will be issued by the packaging company as an Excel file after the release of the notification of readiness for dispatch on the suppliers portal. The final packing lists will be sent by separate mail/email from the packaging company to the supplier. It is mandatory that the LOESCHE packing lists are attached to each colli.

Incorrect packing lists are rated as not delivered and deemed as not provided documents subject to documentation penalty.


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14. Storage: Should LOESCHE not need the Products at the

agreed time of delivery, the CONTRACTOR has to store his Products for a period of 90 days at an adequate location free of charge for LOESCHE.

15. Documentation Scope: Technical and quality relevant Documentation Technical and quality relevant documentation

must be according to LOESCHE “Guidelines regu-lation for technical documentation of external machines – General part” and thus necessary also for the “Order-specific part” in the currently valid version or according to LOESCHE’s own part lists.

Engineering Documentation The engineering scope of the documentation is

stated in the forms “Electroengineering List” and “Mechanical Engineering List” or listed in LOESCHE’s own part lists.

Logistics Documentation • Packing Lists • Supplier´s (long term) declaration, Certficate

of origin (Chamber of Commerce) • Material Safety Data Sheet (MSDS) for danger-

ous goods • Country-specific documents of the destination

country (EUR. 1, A.TR, etc.) at the time of delivery

• HS-Code (tariff-no) • Information on export control, esp. EG Dual

Use reguired. • Others if required

Documents must be issued in English language or in the language as stipulated in the Order.

16. Delay in Delivery of Documentation/Penalty: Any delays in the processing of the documenta-

tion in ratio to the performance dates fixed in the Purchasing Conditions are to be reported to LOESCHE immediately.

In the case of non-fulfillment, the CONTRACTOR promises, unless otherwise agreed, in advance to effect a penalty payment amounting to 0.5 % of the total net order value per started week of delay and for each delayed item, but in total not more than 5 % of the total net order value.

If two or more deadlines are agreed, the contrac-tual penalty applies to each of the respective deadline, based on the total net order value.

The contractual penalty can also be claimed even after fulfillment, up to the time when all related tests are concluded on the part of LOESCHE and/or the final customer of LOESCHE. The enforce-ment of further contractual or legal rights remains unaffected. It is not required of LOESCHE to reserve the right of enforcement of the contractual penalty upon taking over of the delayed delivery or at acceptance.

17. Expediting: Latest at order confirmation, the CONTRACTOR

develops and delivers a time schedule showing the expected manufacturing and performance process for the Products. The program for the time schedule is MS-Project or Excel, the scheduled status in ratio to the actual status status is to be documented clearly.

The updated manufacturing status and or the expediting report are to be updated and submitted to LOESCHE QA ([email protected]) in intervals to be defined.

The updated time schedule is part of the documentation.

18. Interim checks: LOESCHE (including LOESCHE’s final customer)

reserves the right by own and/or assigned staff: • to check manufacturing and welding processes

in the CONTRACTOR’s workshops or that of his subcontractors,

• to carry out interim checks and to participate in test runs,

• to check the parts ready for shipping before packing,

• to check packing.

The locally accruing costs for such tests are to be borne by the CONTRACTOR.

Personal cost for LOESCHE personnel and travelling cost will be borne by LOESCHE.

Necessary test control units and instruments are to be provided by the CONTRACTOR at his cost.

LOESCHE’s inspecting staff is at all times allowed access to workshops during normal working hours, after notification.

The dates for the agreed interim checks are to be notified to LOESCHE in written form at least 2 weeks in advance.


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Inspection/Test certificates, issued by the CONTRACTOR, material certificates according to the German version of the European norm DIN EN 10204/2.2 as minimum requirement resp. other certificates and pressure tests are to be sent to LOESCHE immediately after inspection/test. Quantity and language of certificates according to documentation requirements.

Repair works during manufacturing, especially welding works on strongly stressed parts, require LOESCHE’s prior approval.

In case of a repetition of tests/ inspections for reasons due to the CONTRACTOR, the CONTRACTOR shall bear all related costs, both external ones and his own.

The aforementioned, controls, tests, shall not be construed as acceptance as per § 640 BGB (German Civil Law).

19. Delay in Delivery / contractual penalty: All in the Order and the Negotiation Record

named or otherwise agreed dates of delivery are binding.

The CONTRACTOR is obliged to immediately report all delays in the execution of the Order to LOESCHE in writing without delay. Default of the CONTRACTOR is not affected thereby.

In the case of non-fulfillment or delayed fulfill-ment, the rights of LOESCHE follow the legal provisions, Any contractual penalty is unaffected thereby. If the CONTRACTOR is in default. LOESCHE, unless otherwise agreed, is entitled to claim a contractual penalty of 0.5 % of the total net order value per week of delay, in total not more than 5 % of the net total order value.

The contractual penalty can also be claimed aside fulfillment, and as minimum amount of the damages owed by the CONTRACTOR according to legal provisions. The enforcement of further contractual or legal rights remains unaffected. It is not necessary for LOESCHE to reserve the right of enforcement of the contractual penalty at taking over of the delayed delivery or at acceptance.

20. Force Majeure: In the event of a delay due to Force Majeure, the

agreed delivery and performance periods shall be extended by the period of such delay. However, this applies only when the CONTRACTOR has immediately informed LOESCHE of the start and expected length of this delay.

Events of Force Majeure are exclusively war, riots, fire and natural catastrophes and other operating hindrances for which the CONTRACTOR is not responsible, however difficulties in the procure-ment of materials, lack of manpower, strikes, close-outs or transport difficulties do not apply as such cases.

In an event of Force Majeure the CONTRACTOR shall make any efforts to eliminate or reduce the difficulties and foreseeable damage and shall keep LOESCHE constantly informed of its activities in this respect.

The CONTRACTOR shall provide evidence for a delay due to Force Majeure by submitting appropriate confirmations.

If the delay lasts longer than 4 weeks, LOESCHE has the right to completely or partially withdraw from the contract.

21. Liability for Defects: In case of material defects and defects of the title

of the Products (including wrong delivery and underdelivery, deficient construction, wrongful assembly instructions or operating manuals) and in case of other breaches of contracts by the CONTRACTOR, the legal provisions apply unless it is stipulated otherwise hereinafter.

According to legal provisions, the CONTRACTOR undertakes the responsibility that the Product at the date of transfer of risk provide for the agreed specifications. As agreed specifications are deemed the products descriptions which are part of the relevant contract or have been included like these Purchasing Conditions to the contract. It makes no difference whether this product description is issued by LOESCHE or by the CONTRACTOR.

Deviating from § 442 para. 1 sentence 2 BGB, LOESCHE may enforce claims because of product defects also if LOESCHE failed to detect the product defect because of its gross negligence.


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The warranty period ends 24 months after acceptance of the Product by the LOESCHE-final customer, however at the latest 48 months after complete fulfillment according to order.

The duty of inspection of LOESCHE (§ 377 HGB) shall be limited to defects which can be detected in the course of incoming goods inspection by an external examination including delivery docu-ments as well as in the course of a sampling procedure (e. g. transport damage, wrongful delivery, under delivery). Insofar as an acceptance (Abnahme) is agreed, no duty of inspection applies.

Any defects detected shall be notified towards the CONTRACTOR by LOESCHE within a period of 2 weeks as general rule.

With this defect notification LOESCHE shall, as a general rule, set a reasonable deadline for the CONTRACTOR, during which time the defect is to be rectified by the CONTRACTOR free of cost for LOESCHE. Upon expiry of the deadline, LOESCHE can rectify the defect at the cost of the CONTRACTOR and claim from the CONTRAC-TOR the necessary costs or claim an advance payment. Further rights of LOESCHE remain unaffected.

All costs that arise for the CONTRACTOR in the course of checking and rectification of defect (including costs of removal and installation) shall be borne by the CONTRACTOR also if it is determined that there is no defect.

All costs that arise for LOESCHE for such defect rectification, can be charged to the CONTRAC-TOR to the relevant applicable hour rates at LOESCHE plus material cost or to the costs demanded of LOESCHE by a third party. In each case LOESCHE is entitled to invoice the CONTRACTOR with a reasonable handling charge besides the aforementioned costs.

LOESCHE’s liability for unjustified warranty claims shall remain unaffected; however, LOESCHE shall only be liable if LOESCHE was aware or grossly negligently not aware of the fact of the lack of defect.

Standstill times at LOESCHE or the LOESCHE final customer during the period of warranty/guarantee that have arisen through repair or exchange of possibly defective parts, elimination

of leakages or through other defects, prolong the period of warranty/guarantee accordingly.

In the event of rectification of defects, the afore-mentioned periods for repaired or replaced parts begin to run anew, even when exceeding the above-mentioned final deadlines.

For the warranty and/or guarantee performance, the place of execution is the plant of the final customer of LOESCHE (erection site of the plant).

22. Termination – Withdrawal – Suspension: In the event of non-fulfillment on the part of the

CONTRACTOR of the contractual commitments, of endangering the delivery or agreed delivery dates or in other events regulated by law, LOESCHE has the right to terminate or withdraw from the contract, if the CONTRACTOR does not fulfill the contractual agreements within an adequate time period set by and following receipt of a request raised by LOESCHE.

In particular the following reasons justify for LOESCHE a right to terminate or withdraw from the contract:

• Stop of works without the explicit consent from LOESCHE

• Refusal to cooperate • Reaching the maximum amount of contractual

penalties or • Defects that prevent constant operation.

Disassembly and return transport of the affected Product shall be effected by the CONTRACTOR at its cost.

LOESCHE shall have the right at any time to partly or wholly cancel the contract (for convenience) even though the Contractor is not in default of its obligations. In this case LOESCHE shall pay the CONTRACTOR that portion of the contract value which corresponds to the supplies/services already performed according to the contract, plus verified direct costs related to work in progress and related to compensation payable to its subcontractors. After the CONTRACTOR has been notified of a cancellation, it shall make every effort to minimize all costs and compensation which have to reim-bursed by LOESCHE.

LOESCHE shall have the right to call for a suspension of the work at any time (Suspension). In such case the CONTRACTOR shall specify in detail to LOESCHE all the consequences resulting


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therefrom and suggest the best possible and most economical amendment of the time schedule for the further implementation of the project. For suspensions not exceeding 3 months LOESCHE shall not be liable for any compensation to the CONTRACTOR. At the end of LOESCHE’s suspension the CONTRACTOR is to commence with the execution of its supplies/services under the contract immediately.

23. Subcontracting of Orders: To secure the quality demands of the final

customer of LOESCHE and of LOESCHE, the CONTRACTOR may not subcontract any Orders except for standard parts. Exception to this rule may be made only with prior written agreement between the CONTRACTOR and LOESCHE.

24. Patent claims: The CONTRACTOR warrants that Products to be

manufactured by him do not violate third party proprietary rights, in particular patents, copyrights and other proprietary rights. In case of violation of such proprietary rights, the CONTRACTOR shall indemnify and hold harmless LOESCHE of such third party damage claims.

25. Remedial works/subsequent deliveries: Remedial works: If on site, for example as a consequence of defective

executing, remedial works became necessary to be carried out by LOESCHE or by personnel of a third party, LOESCHE shall inform the CONTRACTOR and advise of the cost accrued.

In case the CONTRACTOR does not object within a period of 5 working days after receipt of the said notice and cost the notice and cost is deemed to be accepted and a debit note with subsequent settlement of accounts follows. Should there be no possibility of settlement of accounts, the CONTRACTOR shall without undue delay transfer the debit amount in favor of one of the accounts of LOESCHE.

Subsequent deliveries of material: For subsequent deliveries of material the place

of performance is “delivered duty paid” (DDP INCOTERMS® 2010).

In the event that delivery is handled via LOESCHE, LOESCHE invoices the CONTRACTOR the costs that have arisen for LOESCHE. If the purchase of materials in smaller extent was required locally on site, the material costs including personnel costs shall be charged to the CONTRACTOR. In both cases plus a handling charge of 15 %.

26. Liability: In case of a breach of contract of the CONTRAC-

TOR out or in connection with the contract, the CONTRACTOR is liable for damage caused to LOESCHE on the basis of the legal provisions.

The CONTRACTOR shall also be liable for his personnel used; the CONTRACTOR shall be responsible for acts and omissions of his personnel as for his own acts and omissions.

The CONTRACTOR is obliged conclude a business liability and product liability insurance covering Euro 5,000,000, at minimum, as per any event of damage of loss and to keep such insur-ance for the time of contract execution (including warranty period) and for one year thereafter and to provide adequate proof of such insurance on LOESCHE’s request.

27. Protection of Copyright: LOESCHE reserves all copyrights and/or intellec-

tual property rights as to all embodiments of technical nature, especially drawings, plans, charts, sketches, tables, part lists, quotation doc-uments and models.

Without the written permission of LOESCHE, the CONTRACTOR may not, neither in part nor in total, duplicate, distribute and/or issue technical embodiments of LOESCHE nor may he solicit a third party to do so or make use of LOESCHE patterns.

Should in the technical embodiments handed over and/or should in the trade and business secrets of LOESCHE of which knowledge has been acquired, be any inventions or developments, for which property rights (patent, utility patent, etc.) could be applied, LOESCHE reserves all rights for the case of a subsequent application, granting and/or registration of proprietary right(s) (patent, utility patent).


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The technical embodiments handed over remain the property of LOESCHE and are to be immedi-ately given back to LOESCHE upon request by LOESCHE at termination of the Order.

LOESCHE shall become the owner of all technical documents and drawings made available to LOESCHE by the CONTRACTOR during the course of the project. Copyright applies only to those documents explicitly stated as such and if this has been agreed upon in writing.

28. Confidentiality: The CONTRACTOR provides services for

LOESCHE. For this purpose, the CONTRACTOR receives

information and specifications from LOESCHE that are included in the documents, construction drawings, unit lists, files, models, sketches etc. (be it in paper or in electronic form) and that represent trade and business secrets and the know-how of LOESCHE. Now, therefore, the CONTRACTOR accepts the following confidentiality obligation towards LOESCHE:

The CONTRACTOR commits himself to hold confidential all given or still to be given information in connection with assigned Orders or enquiries of LOESCHE as well as knowledge gained concerning the products to be manufactured or the services to be provided or operation processes relating to the execution of the Order or the handling of an offer e.g. basics, work method, manufacturing, new development, improvements, other details or similar also if these have not been explicitly designated as secret or confidential.

The CONTRACTOR commits himself not to pass on to a third party information and/or knowledge of the afore described nature. As far as it cannot be avoided to provide access to such information and/or knowledge to a third party for executing the relevant Order, the CONTRACTOR is author-ized to do so, but only if prior written approval is rendered by LOESCHE (exception: enquiry drawing for individual parts to be provided).

The CONTRACTOR may not utilize on his own the defined information and/or knowledge or to use for his own purpose without prior written consent of LOESCHE, in particular to manufacture relevant components for a third party or to make own protection rights registrations. Utilization of knowledge and/or information is limited to the making of offers and/or the execution of the relevant Order of LOESCHE.

This confidentiality obligation remains valid also at rejection of an offer, after complete perfor-mance of the relevant Order and/or establishing of an offer.

In case of refusal to provide an offer, after execu-tion of an Order and/or after establishing of the offer, the CONTRACTOR is obliged, upon request of LOESCHE to immediately give back all documents, models, sketches etc. which he has received from LOESCHE including copies, reproductions etc. made on his own and to assure that he does not hold any such objects in his possession.

The afore-mentioned listed confidentiality obliga-tions lose validity only when and as far as it can be verified by the CONTRACTOR that the relevant information and/or knowledge:

• were known to the CONTRACTOR before their disclosure

• were known or were generally accessible for the public before the disclosure

• became known or became generally accessible for the public after the disclosure without the CONTRACTOR’s involvement or without the CONTRACTOR being responsible thereof, or

• to a substantial part correspond to informa-tion that were disclosed or made accessible to the CONTRACTOR by an authorized third party at some point of time.

The CONTRACTOR commits himself to impose the afore-mentioned confidentiality obligations to all of his personnel.


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29. Supplier Assessment: As certified company according to DIN EN ISO

9001, LOESCHE is obliged to carry out an assess-ment of the CONTRACTOR.

Apart from the price, delivery time and coopera-tion the quality also forms part of the assessment.

After inspection has been carried out, an inspec-tion report will be completed and serves as a basis for an assessment. A repetition of defects may lead to the loss of the suppliers qualification.

30. Final Provisions: The invalidity (voidness, invalidity or unenforcea-

bility) of provisions of this contract does not affect its validity in total. Moreover, in stead of the invalid provision an adequate, valid and enforceable provision is deemed to be agreed by the contractual parties which comes close to what the same would have agreed or would have agrred according to sense and purpose of the contract should they have taken the invaldity of the provision into consideration.

Any changes or amendments to these Purchasing Conditions require written form. This also applies to a change of this written form requirement. The text form of § 126b BGB is not deemed sufficient to meet this written form requirement.

German law shall be applicable under exclusion of the UN Convention on Contracts for the Interna-tional Sale of Goods of 11.04.1980.

For all disputes arising in relation with a LOESCHE-Order and/or these Purchase Conditions, the parties agree on the exclusive jurisdiction of the Regional Court (Landgericht) Düsseldorf. However, LOESCHE reserves the right of choice to also file and execute legal proceedings against the CONTRACTOR at his general place of jurisdiction or at any other jurisdiction available.

The language of the technical documentation follows the requirements of the country of destination and may be requested by LOESCHE in a further language.

In case of discrepancies between the German version and the English version of these Purchasing Conditions the German version shall have priority.