General Terms and Conditions of Sale and Business

 

Table of contents

1. Scope
2. Formation of the contract
3. Prices
4. Technical application advice
5. Delivery
6. Payment
7. Packing
8. Obligations to examine, give notice of defects and audit
9. Warranty
10. Liability for other claims for damages
11. Retention of title
12. Data protection
13. Jurisdiction and place of performance

 

1. Scope

These terms and conditions shall exclusively govern all incoming orders, unless otherwise agreed in writing. The terms and conditions do not apply to legal transactions with consumers. Orders placed on the basis of standard terms and conditions of purchase shall always be deemed to have been concluded in accordance with our terms and conditions of sale, even if we do not expressly reject them.

If our terms and conditions of delivery and payment are already known to the customer, they shall also apply to future transactions without new notification. Acceptance of our deliveries or services shall be deemed to be acceptance of our terms and conditions.

Amendments, supplements and ancillary agreements to this contract must be in writing to be effective. The same shall apply to the waiver of this written form requirement. Individual agreements take precedence (§ 305b BGB).

 

2. Formation of the contract

Our offers are non-binding. The documents belonging to the offer are only for the orientation of the purchaser, are in no case to be regarded as an agreement on quality or the assumption of a guarantee of quality with regard to the goods or services described and may not be passed on to third parties.

Orders are accepted by us by written order confirmation. Otherwise, orders shall be deemed to have been accepted if we have either executed the order or have not declared rejection within 10 days of receipt thereof.

 

3. Prices

The agreed prices shall apply plus the statutory value added tax applicable on the day of delivery.

The weights, numbers of items and quantities determined by us shall be decisive for the calculation if the recipient does not immediately object.

If prices are staggered according to the quantity delivered, the price corresponding to the quantity delivered shall be invoiced, irrespective of the originally stated staggered price.

We will not increase prices within the first 4 months after conclusion of the contract. Thereafter, we reserve the right to adjust the prices in accordance with § 315 BGB.

 

4. Technical application advice

We provide technical advice to the best of our knowledge. All data and information on the suitability and application of our goods do not exempt the purchaser from carrying out his own tests and trials to check the suitability of the products for the intended processes and purposes.

The limitation period for claims arising from faulty advice is three years, starting from the end of the year in which the claim arose. If the claims are based on intentional acts, the statutory provisions shall apply.

 

5. Delivery

Unless expressly agreed otherwise, delivery shall be made free domicile from our factory or distribution warehouse from a net value of goods of € 1,500.

In the event of agreed collection, the risk of accidental loss and accidental deterioration of delivery items shall pass to the Purchaser upon notification that the goods are ready for collection. In all other respects, the risk shall pass to the customer at the time when the goods are handed over by us to the carrier. The shipping method and route will be chosen by us. Additional costs due to deviating wishes of the customer shall be borne by the customer.

Partial deliveries which are reasonable for the customer are permissible.

Significant, unforeseeable operational disruptions, delivery delays or delivery failures on the part of our suppliers for which we are not responsible, as well as operational interruptions due to shortages of raw materials, energy or labour, strikes, lockouts, difficulties in procuring means of transport, traffic disruptions, acts of God and cases of force majeure on our part and on the part of our sub-suppliers shall extend the delivery period by the duration of the impediment to performance, insofar as they are of significance for the ability to deliver the goods. We shall inform the customer immediately of the beginning and end of such obstacles. If delivery is delayed by more than one month as a result, both the customer and we shall be entitled to withdraw from the contract with regard to the quantity affected by the disruption in delivery, to the exclusion of any claims for damages.

If the buyer does not accept the goods, we are entitled to withdraw from the contract after the unsuccessful expiry of a period of 7 days set for acceptance and, in addition, to demand compensation for futile expenses.

 

6. Payment

The invoice amount is to be paid within 14 days with a 3% discount or within 30 days net. Timely payment shall only be deemed to have been made if we can dispose of the money with value date on the due date in the account specified by us. A discount on new invoices is excluded if older invoices due have not yet been paid.

In the event of default in payment, interest on arrears shall be payable at a rate of 9% above the respective base rate. Both we and the customer are at liberty to prove higher or lower damages.

The handing over of bills of exchange is not a cash payment and is only permissible with our prior consent on account of payment. Discount and bill charges shall be borne by the customer.

Offsetting against counterclaims of the Client or the retention of payments due to such claims is only permissible insofar as the counterclaims are undisputed or have been legally established.

Repeated non-payment of due invoices or other circumstances which indicate a significant deterioration in the financial circumstances of the customer after conclusion of the contract shall entitle the customer to declare all our claims based on the same legal relationship immediately due and payable. Deliveries which have not yet been carried out by us will only be carried out by us in the aforementioned cases when the due invoices have been paid or corresponding securities have been provided by the customer.

 

7. Packing

If the delivery is made in returnable containers, these must be returned empty and carriage paid within 4 weeks of receipt of the delivery. Loss of and damage to loaned packaging shall be borne by the Purchaser as long as it has not been returned to the Supplier, if the Purchaser is responsible for this. Loan packaging may not be used for other purposes or to hold other products. They are only intended for the transport of the delivered goods. Inscriptions must not be removed.

We do not take back disposable packaging; instead, we name a third party to the purchaser who recycles the packaging in accordance with the Packaging Ordinance.

 

8. Obligations to examine, give notice of defects and audit

The customer must inspect the goods immediately upon receipt and notify us in writing of any existing defects without delay, but at the latest within 7 days of receipt. Hidden defects must be notified to us in writing within 3 working days of their discovery. The timely dispatch of the notice of defects shall be sufficient for compliance with the above deadlines.

If the Purchaser fulfils the obligations incumbent on it under para. The timely dispatch of the notice of defects shall be sufficient for compliance with the above deadlines.

The customer must check – if necessary by means of a trial processing – whether the delivered goods are suitable for the intended use. This applies in particular if thinners, hardeners, additional varnishes or other components are added that were not purchased from us.

Insofar as the goods are deemed to have been approved, the customer may no longer assert any warranty rights against us, unless we have fraudulently concealed defects.

 

9. Warranty

If the goods have a material defect at the time of transfer of risk, we will first deliver shortfalls or exchange the goods. If a subsequent delivery or an exchange of the goods is not possible, is associated with disproportionate expense or the replacement delivery itself is defective, the Purchaser shall be entitled to the rights set out in Clause. 2 of the rights granted to them. A disproportionate expense for the subsequent or replacement delivery shall be assumed if the costs of the subsequent or replacement delivery exceed the value of the item at the time of transfer of risk by 10%.

If we fail to remedy the material defect within a reasonable period of time for subsequent performance, the customer may, at its option, reduce the purchase price, withdraw from the contract or claim damages in accordance with Section 10. If the subsequent or replacement delivery is unreasonable for the customer, he shall be entitled to the rights specified in sentence 1 immediately. The right to withdraw from the contract and to claim damages is excluded in the case of insignificant material defects.

For the above-mentioned warranty claims, with the exception of claims for damages in accordance with clause 10, a one-year limitation period applies, which begins with the delivery of the goods to the purchaser. In cases where the goods have been used for a building in accordance with their customary use and have caused its defectiveness, we shall provide a warranty of five years, provided that the customer proves to us by disclosing the relevant contractual agreements with its client that it has not entered into any agreements with its client that facilitate the limitation period. The above provision shall not apply in the event of fraudulent concealment of a defect by us.

If the goods delivered by us are resold by the purchaser or by one of his purchasers to an end consumer, the statutory provisions shall apply to the purchaser’s warranty provisions for defects. However, we shall only pay damages within the scope of 9 No. 2 S. 1, 10. If, however, the purchaser does not fulfil his duties of inspection, notification of defects and examination regulated under 8, or does not do so in good time or in an orderly manner, the purchaser’s warranty rights against us in respect of defects shall expire. Claims from supplier recourse are excluded if the defective goods have been further processed by the buyer or another entrepreneur.

 

10. Liability for other claims for damages

In the event of a merely slightly negligent breach of duty by us or our vicarious agents, our liability shall be limited to the foreseeable damage typical for the contract. This shall not apply in the event of a breach of a material contractual obligation and in the event of injury to life, limb or health. The exclusion of liability also does not apply to claims under the Product Liability Act.

If thinners, hardeners, additional varnishes or other components that were not purchased from us are added to the delivered product or used together with it, liability shall only exist if these components were free of defects and suitable for the intended use and if the product was used and applied in accordance with the respective valid state of processing technology.

 

11. Retention of title

We retain ownership of the delivery item until the purchase price has been paid in full. The delivered goods shall remain our property until all claims arising from the current business relationship with the customer have been settled. The retention of title shall remain in force even if individual claims are included in current invoices and the balance has been struck and recognised. Despite payment, purchase price claims shall be deemed not to have expired as long as one of our claims in this connection has not been extinguished.

liability assumed under a bill of exchange – such as in the context of a cheque/bill of exchange procedure – continues to exist.

Any processing or mixing shall be carried out by the Purchaser on our behalf without any liability arising for us as a result thereof. In the event of processing or mixing with other items that do not belong to us, the purchaser shall already now transfer to us co-ownership of the new item in the ratio of the value of the goods subject to retention of title to the other processed items as security for our claims, with the proviso that the purchaser shall keep the new item for us.

The purchaser is entitled to dispose of the products in the ordinary course of business as long as he meets his obligations from the business relationship with us in due time.

Claims arising from the sale of goods to which we are entitled to ownership rights are hereby assigned to us by the customer as security to the extent of our ownership share in the goods sold. If the customer combines or mixes the delivered goods with a main item of a third party against payment, he hereby assigns to us as security his claims for remuneration against the third party up to the amount of the invoice value of the delivered goods.

At our request, the customer shall provide us with all necessary information on the stock of goods owned by us and on the claims assigned to us, and shall inform his customers of the assignment.

The customer is obliged to keep the reserved goods carefully and to insure them against loss and damage at his own expense. He hereby assigns his claims from the insurance contracts to us in advance. We accept this assignment already now.

If the value of the securities exceeds our claims by more than 10 %, we shall release securities of our choice to this extent at the request of the customer.

The customer’s right to dispose of the products subject to our retention of title and to collect the claims assigned to us shall expire as soon as he ceases payment and/or falls into financial collapse. If these conditions occur, we shall be entitled to demand the immediate provisional surrender of the entire goods subject to our retention of title, excluding the right of retention, without setting a grace period or exercising the right of rescission.

Insofar as the retention of title should not be effective according to the law of the country in which the delivered goods are located, the customer shall provide equivalent security at our request. If he does not comply with this request, we may demand immediate cash payment of all outstanding invoices without regard to agreed payment terms.

 

12. Data protection

We are entitled to process the data about the customer received with regard to the business relationship or in connection with it, regardless of whether they originate from the customer himself or from third parties, within the meaning of the Basic Data Protection Regulation. For this we refer to www.laue-cleaning-technology.de

 

13. Jurisdiction and place of performance

The place of performance for all liabilities arising from the business relationship or from the individual contract is our respective shipping point, for payment our registered office.

If the customer is a merchant, a legal entity under public law or a special fund under public law, the sole place of jurisdiction for all disputes arising directly or indirectly from the contractual relationship shall be Minden. However, we shall also be entitled to bring an action at the registered office of the customer.

The contractual relations with our customers shall be governed exclusively by the law of the Federal Republic of Germany, to the exclusion of the CISG.

 

Status: March 2021

General terms and conditions for LCT Mechanical and Plant Engineering

Table of contents

1. General
2. Prices and payment
3. Delivery time, delivery delay
4. Transfer of risk, acceptance
5. Retention of title
6. Claims for defects
7. Liability
8. Limitation
9. Software usage
10. Applicable law, place of jurisdiction

 

LCT Terms and Conditions for the Supply of Machinery for Domestic Transactions

 

For use opposite:

A person who, at the time of conclusion of the contract, is acting in the exercise of his commercial or independent professional activity (entrepreneur);

legal entities under public law or a special fund under public law.

 

1. General

All deliveries and services are based on these terms and conditions as well as any separate contractual agreements. Deviating terms and conditions of purchase of the Purchaser shall not become part of the contract even by acceptance of the order. In the absence of a special agreement, a contract shall be concluded with the written order confirmation of the Supplier.

The supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a tangible and intangible nature. The supplier reserves the property rights and copyrights to samples, cost estimates, drawings and similar information of a physical and non-physical nature – also in electronic form; they may not be made accessible to third parties. The Supplier undertakes to make information and documents designated by the Purchaser as confidential available to third parties only with the Purchaser’s consent.

 

2. Prices and payment

In the absence of a special agreement, the prices shall apply ex works including loading at the factory, but excluding packaging and unloading. Value added tax at the respective statutory rate shall be added to the prices.

In the absence of a special agreement, payment shall be made without any deduction to the Supplier’s account, namely:
50% prepayment after receipt of order confirmation,
50% before delivery, after release for dispatch and acceptance at the factory.

The customer shall only have the right to withhold payments or to offset them against counterclaims insofar as his counterclaims are undisputed or have been legally established.

 

3. Delivery time, delivery delay

The delivery time results from the agreements of the contracting parties. Compliance with them by the Supplier presupposes that all commercial and technical questions between the contracting parties have been clarified and that the Purchaser has fulfilled all obligations incumbent upon it, such as, for example, the provision of the necessary official certificates or approvals or the payment of a deposit. If this is not the case, the delivery time shall be extended accordingly. This shall not apply if the Supplier is responsible for the delay.

Compliance with the delivery deadline is subject to correct and timely delivery to us. The Supplier shall inform the Purchaser as soon as possible of any impending delays.

The delivery period shall be deemed to have been complied with if the delivery item has left the Supplier’s works or notification of readiness for dispatch has been given by the time the delivery period expires. Insofar as acceptance is to take place, the acceptance date shall be decisive – except in the case of justified refusal of acceptance – alternatively the notification of readiness for acceptance.

If dispatch or acceptance of the delivery item is delayed for reasons for which the Purchaser is responsible, the costs incurred as a result of the delay shall be charged to the Purchaser, starting one month after notification of readiness for dispatch or acceptance.

Ist die Nichteinhaltung der Lieferzeit auf höhere Gewalt, auf Arbeitskämpfe oder sonstige Ereignisse, die außerhalb des Einflussbereiches des Lieferers liegen, zuruckzuführen, so verlängert sich die Lieferzeitangemessen. The Supplier shall notify the Purchaser of the beginning and end of such circumstances as soon as possible.

The Purchaser may withdraw from the contract without setting a time limit if the entire performance becomes finally impossible for the Supplier before the passing of risk. Furthermore, the Purchaser may withdraw from the contract if, in the case of an order, the execution of part of the delivery becomes impossible and the Purchaser has a justified interest in refusing the partial delivery. If this is not the case, the Purchaser shall pay the contract price attributable to the partial delivery. The same shall apply in the event of the supplier’s inability to perform. Section 7 shall apply in all other respects. If the impossibility or inability occurs during the delay in acceptance or if the Purchaser is solely or largely responsible for these circumstances, it shall remain obliged to counter-performance.

If the Supplier is in default and the Purchaser incurs damage as a result, the Purchaser shall be entitled to demand a lump-sum compensation for default. It shall amount to 0.5% for each full week of the delay, but in total not more than 5% of the value of that part of the total delivery which cannot be used on time or in accordance with the contract as a result of the delay. If the Purchaser sets the Supplier – taking into account the statutory exceptions – a reasonable deadline for performance after the due date and if the deadline is not met, the Purchaser shall be entitled to withdraw from the contract within the scope of the statutory provisions. Further claims arising from delay in delivery shall be determined exclusively in accordance with section 7 of these terms and conditions.

 

4. Transfer of risk, acceptance

The risk shall pass to the Purchaser when the delivery item has left the factory, even if partial deliveries are made or the Supplier has assumed other services, e.g. the shipping costs or delivery and installation. Insofar as an acceptance has to take place, this shall be decisive for the transfer of risk. It must be carried out without delay on the acceptance date, alternatively after the Supplier’s notification of readiness for acceptance. The Purchaser may not refuse acceptance in the event of a non-substantial defect.

If dispatch or acceptance is delayed or does not take place as a result of circumstances for which the Supplier is not responsible, the risk shall pass to the Purchaser on the date of notification of readiness for dispatch or acceptance. The Supplier undertakes to take out, at the Purchaser’s expense, such insurances as the Purchaser may require.

Partial deliveries are permissible insofar as they are reasonable for the customer.

 

5. Retention of title

The Supplier retains title to the delivery item until receipt of all payments under the delivery contract.

The Supplier shall be entitled to insure the delivery item against theft, breakage, fire, water and other damage at the Purchaser’s expense, unless the Purchaser can prove that it has taken out the insurance itself.

The customer may neither sell, pledge nor assign the delivery item as security. In the event of seizure or confiscation or other dispositions by third parties, he shall notify the Supplier thereof without delay.

In the event of a breach of contract by the Purchaser, in particular in the event of default in payment, the Supplier shall be entitled to take back the delivery item after issuing a reminder and the Purchaser shall be obliged to surrender the delivery item.

On the basis of the retention of title, the supplier can only demand the return of the delivery item if he has withdrawn from the contract.

The application for the opening of insolvency proceedings entitles the supplier to withdraw from the contract and to demand the immediate return of the delivery item.

 

6. Claims for defects

For material defects and defects of title in the delivery, the Supplier shall provide the following warranty to the exclusion of further claims – subject to Section 7:

6.1 Material defects

All parts which prove to be defective as a result of a circumstance prior to the transfer of risk shall be repaired or replaced free of defects at the Supplier’s discretion free of charge. The Supplier shall be notified immediately in writing of the discovery of such defects. Replaced parts become the property of the supplier.

The Purchaser shall, after consultation with the Supplier, grant the Supplier the necessary time and opportunity to carry out all repairs and replacement deliveries deemed necessary by the Supplier; otherwise the Supplier shall be released from liability for the consequences arising therefrom. Only in urgent cases of danger to operational safety or to prevent disproportionately large damage, in which case the Supplier must be notified immediately, shall the Purchaser have the right to remedy the defect itself or have it remedied by third parties and to demand reimbursement of the necessary expenses from the Supplier.

Of the direct costs arising from the rectification or replacement delivery, the supplier shall bear the costs of the replacement item including shipping – insofar as the complaint proves to be justified. He shall also bear the costs of dismantling and installation as well as the costs of any necessary provision of the necessary fitters and assistants, including travel costs, insofar as this does not result in a disproportionate burden on the supplier.

Within the framework of the statutory provisions, the Purchaser shall be entitled to withdraw from the contract if the Supplier – taking into account the statutory exceptions – allows a reasonable period of time set for him to remedy the defect or to make a replacement delivery due to a material defect to expire fruitlessly. If there is only an insignificant defect, the Purchaser shall only be entitled to a reduction of the contract price. The right to reduce the contract price shall otherwise remain excluded. Further claims shall be determined in accordance with section 7 of these terms and conditions.

No warranty shall be assumed in the following cases in particular: Unsuitable or improper use, faulty assembly or commissioning by the purchaser or third parties, natural wear and tear, faulty or negligent handling, improper maintenance, unsuitable operating materials, defective construction work, unsuitable building ground, chemical, electrochemical or electrical influences – insofar as they are not the responsibility of the supplier.

If the Purchaser or a third party carries out improper repairs, the Supplier shall not be liable for the resulting consequences. The same applies to changes made to the delivery item without the prior consent of the supplier.

6.2 Defects of title

If the use of the delivery item leads to the infringement of industrial property rights or copyrights in Germany, the Supplier shall, at its own expense, procure for the Purchaser the right to continue using the delivery item or modify the delivery item in a manner reasonable for the Purchaser in such a way that the infringement of property rights no longer exists. If this is not possible under economically reasonable conditions or within a reasonable period of time, the Purchaser shall be entitled to withdraw from the contract. Under the aforementioned conditions, the supplier shall also be entitled to withdraw from the contract. Furthermore, the Supplier shall indemnify the Purchaser against undisputed or legally established claims of the owners of the property rights concerned.

Subject to Section 7, the Supplier’s obligations set out in Section 6 shall be conclusive in the event of infringement of industrial property rights or copyrights. They shall only exist if the Purchaser informs the Supplier without delay of asserted infringements of industrial property rights or copyrights, the Purchaser supports the Supplier to a reasonable extent in the defence against the asserted claims or enables the Supplier to carry out the modification measures in accordance with Section 6,

the Supplier reserves the right to all defensive measures including out-of-court settlements, the defect of title is not based on an instruction of the Purchaser and

the infringement of rights has not been caused by the fact that the Purchaser has modified the delivery item without authorisation or has used it in a manner not in accordance with the contract.

 

7. Liability

If the delivery item cannot be used by the Purchaser in accordance with the contract due to the fault of the Supplier as a result of omitted or faulty execution of suggestions and advice given before or after conclusion of the contract or due to the breach of other contractual collateral obligations – in particular instructions for operation and maintenance of the delivery item – the provisions of Sections 6 and 7 shall apply mutatis mutandis to the exclusion of further claims of the Purchaser.

The supplier shall only be liable for damages that have not occurred to the delivery item itself – on whatever legal grounds – if

1. in the case of intent,

1. b) in the event of gross negligence on the part of the owner / executive bodies or senior employees,
   c) in the event of culpable injury to life, limb or health,
   d) in the case of defects which he has fraudulently concealed or the absence of which he has guaranteed,
   e) in the event of defects in the delivery item, insofar as liability exists under the Product Liability Act for personal injury or property damage to privately used items. In the event of culpable breach of material contractual obligations, the Supplier shall also be liable in the event of gross negligence of non-executive employees and in the event of slight negligence, in the latter case limited to reasonably foreseeable damage typical for the contract. Further claims are excluded.

 

8. Limitation

All claims of the Purchaser – for whatever legal reasons – shall become statute-barred after 12 months. The statutory time limits shall apply to claims for damages in accordance with section 7. a – e. They shall also apply to defects of a building or to delivery items which have been used for a building in accordance with their customary use and have caused its defectiveness.

 

9. Software usage

Insofar as software is included in the scope of delivery, the Purchaser is granted a non-exclusive right to use the delivered software including its documentation. It is provided for use on the delivery item intended for this purpose. Use of the software on more than one system is prohibited. The Purchaser may only reproduce, revise, translate or convert the software from the object code into the source code to the extent permitted by law (§§ 69 a ff. UrhG).

The Purchaser undertakes not to remove manufacturer’s details – in particular copyright notices – or to change them without the Supplier’s prior express consent. All other rights to the software and the documentation, including copies, shall remain with the Supplier or the software supplier. The granting of sub-licences is not permitted.

 

10. Applicable law, place of jurisdiction

All legal relations between the Supplier and the Purchaser shall be governed exclusively by the law of the Federal Republic of Germany applicable to the legal relations between domestic parties.

The place of jurisdiction is the court responsible for the supplier’s registered office. However, the Supplier shall be entitled to bring an action at the Purchaser’s principal place of business.

 

Status: March 2021