条款和条件

1. General – scope of application
   
   

1.1 These standard terms and conditions of sale apply exclusively. Terms and conditions of sale of the customer which conflict or differ from our terms and conditions will not be accepted unless expressly agreed to in writing.
Our standard terms and conditions of sale apply even if we are aware of conflicting or differing terms of the customer and make a delivery to the customer without reservations.
1.2 This agreement sets out in writing all the terms agreed between us and the customer for the purpose of executing this agreement.
1.3 Individual agreements (including collateral agreements, supplements and amendments) concluded in individual cases between the parties shall always take precedence over these standard terms and conditions.
1.4 Our terms and conditions of sale only apply to businesses within the meaning of Article 310 (1) of the German Civil Code (BGB).

1. Offer, offer documents
   
   

2.1 If an order qualifies as an offer in accordance with Article 145 BGB, the time limit for acceptance by us is one week.
2.2 A contract with the customer only arises when we confirm the order in writing, by telex or fax.
We may provide such confirmation along with our invoice to the customer.
Until then, our offers are non-binding and subject to change, unless we have designated them as binding for a specific period of time.
2.3 Orders of spare parts do not require a confirmation. In this case the customer is bound to his purchase offer for three weeks after we have received it.
It will be deemed to have been accepted if we do not reject it within that period.

1. Prices, payment terms
   
   

3.1 Unless otherwise indicated in the order confirmation, our prices are quoted “ex works” exclusive of packaging, which will be invoiced separately.
The shipping costs shall be borne by the customer. We will only take out transport insurance at the express request of the customer and at his expense.
3.2 Our prices are quoted exclusive of statutory VAT. VAT will be shown separately on the invoice at the statutory rate applicable on the invoice date.
3.3 The prices are as specified in our order confirmations. In the absence of an order confirmation, prices will be based on our price lists or quotes for the transaction.
The agreed prices are calculated based on purchase prices, wage and salary rates, customs duties and freight costs currently applicable for us.
We reserve the right to adjust our prices to reflect any cost increases occurring after the conclusion of the contract, in particular in the event of an increase in the cost elements specified above.
We shall provide the customer with evidence of such increases upon request.
3.4 Where a delivery price has been agreed and the delivery is delayed for reasons beyond our control, our price commitment will end one month after the latest agreed delivery date.
In this case, we will be entitled to adjust our prices in accordance with Section 3.3.
3.5 The customer may not deduct a discount without a separate written agreement.
3.6 Unless otherwise indicated in the order confirmation, invoices are payable net (without deductions) within 30 days from the invoice date.
The statutory provisions governing the consequences of late payment apply.
3.7 The customer is entitled to offset payments only if we have accepted his counterclaims or if such claims are legally established or undisputed.
Furthermore, the customer is only entitled to withhold payment if his counterclaim is based on the same contractual relationship.
3.8 Where the customer is in arrears with payment, we will not be obliged to deliver the ordered goods until the outstanding amounts have been paid in full. In such cases or if the customer’s financial situation deteriorates (e.g. if cheques or bills of exchange are protested), the business is transferred to a third party or dissolved or where the customer has died, we will be entitled to demand advance payment for outstanding deliveries.
If the customer fails to agree to this, all outstanding receivables will become immediately due for payment.
3.9 Bills of exchange will only be accepted by prior arrangement and subject to clearance; all collection and discount charges shall be borne by the customer.
As long as we are still subject to issuer or endorser liability relating to a bill of exchange given in connection with a business transaction, our claims will not be deemed to have been satisfied.

1. Delivery period
   
   

4.1 Partial deliveries are permissible.
4.2 The specified delivery period starts to run on the date of complete clarity over contract conditions. Where the customer is required to make an advance payment or provide technical documents, materials, auxiliary materials or tools, the delivery period will start to run upon their receipt by us.
4.3. If an agreed delivery date or period is exceeded for reasons within our control (if the customer has been notified that the goods are ready for dispatch or if the goods have left the place of dispatch, the time limit for delivery will be deemed to have been observed), the customer will be entitled to withdraw from the contract after setting a grace period of two weeks.
Where no delivery period has been agreed, the customer will be entitled to withdraw from the contract after setting a two-week grace period at the earliest six weeks from receipt of his order or, in the case of an order confirmation, one month after the dispatch of the order confirmation.
4.4 If the manufacture or delivery of the ordered goods becomes unreasonably difficult or temporarily impossible, for example, due to force majeure or other circumstances beyond our or our suppliers’ control such as official measures, operational disruptions and strikes, we will be released from the delivery obligation for the duration of the disruption.

1. Transfer of risk; default in performance
   
   

5.1 Unless otherwise stated in the order confirmation, our delivery terms are “ex works”.
The place of performance is the location of our plant.
5.2 We will be deemed to have fulfilled our delivery obligations as soon as the goods have been correctly handed over to the post office, rail operator, carrier or forwarding agent or loaded onto our or our customers’ vehicles.
This also applies to partial deliveries.
5.3 At the request of the customer, the delivery may be covered by transport insurance. Any costs incurred in this respect shall be borne by the customer.
5.4 We do not accept returns of packaging materials.
5.5 If the customer is in default of acceptance or if he breaches any other duties to cooperate for reasons within his control, we will be entitled to demand compensation for any damage incurred as a result, including any additional expenses.
In this case, the risk of accidental loss or accidental deterioration will also transfer to the customer on the day he defaults on acceptance.
5.6 Under the above conditions, or if the customer is in arrears with his payment obligations or provision of an agreed security for more than two weeks, after setting a supplementary time limit of two weeks we will be entitled, according to our choice, to withdraw from the contract or demand compensation for non-performance in a proven amount, but no less than 25 percent of the contract price plus VAT.
However, the customer is hereby expressly entitled to prove that the actual loss or damage did not occur at all or it was substantially lower than the flat rate specified above.

1. Retention of title
   
   

6.1 We retain the ownership title to the delivered goods until all claims arising from the business relationship have been settled in full, including interest, ancillary claims, legal expenses or costs of necessary interventions in attempts of third parties to seize the delivered goods.
The customer must notify us immediately of any enforcement proceedings involving the delivered goods.
6.2 If the customer is in arrears with payment, we reserve the right to demand return of the reserved goods by way of security.
This request or any enforcement proceedings involving the delivered goods initiated by us or the request to have the reserved goods marked as such and stored separately shall not be construed as a withdrawal from the contract.
6.3 The customer is entitled to resell the delivered goods in the normal course of business.
The customer hereby assigns to us all his future claims against his customers arising from resale.
The customer shall collect incoming payments from third parties in trust on our behalf and immediately forward them to us to cover any of its outstanding amounts payable to us.
6.4 In the event of late payment or non-performance, the customer shall provide us at our request with the list of customers against whom he has claims arising from the resale of our goods, including the outstanding amounts.
6.5 We shall release collateral provided to us by the customer at his request and according to our choice if the realisable value of the collateral existing for us exceeds the value of our claims by more than 20 percent.

1. Warranty
   
   

7.1 The customer may only make warranty claims if he has duly observed his duties to inspect for or give notification of defects pursuant to Articles 377, 378 of the German Commercial Code (HGB).
7.2 The customer shall notify us of any hidden defects promptly after discovery and provide us with a detailed description of the defect.
7.3 The warranty period is one year from the date of the risk transfer. This period is a limitation period and also applies to claims for compensation for consequential damage, provided that no claims in tort are asserted.
7.4 Where commissioning takes place prior to delivery to the end customer, the warranty period starts to run on the date of initial entry into service.
7.5 For essential third-party products, our liability is limited to the assignment of our warranty claims against the supplier of the third-party product.
7.6 The warranty will be voided if the customer fails to follow the handling or operating instructions specified in the manual or otherwise or if the customer or a third party makes changes to the delivered item without our consent.
7.7. We only offer warranty for new equipment.
7.8 We only offer warranty for the benefit of the contractual partner. It does not apply to third parties who later purchase the delivered goods.
7.9 In the event of justified or timely notification of a defect, we shall meet our warranty obligations to the exclusion of any further warranty claims according to our choice either ourselves or by engaging a third party to act on our behalf, by offering the customer a rectification of the defect, exchange of a part or a replacement delivery.
If we decide to remedy the defect, we can demand that the defective part or device be returned to the representative competent for the customer.
If we decide to exchange a part or offer a replacement delivery, the exchanged part or delivered goods will become our property.
If the customer makes a justified claim for defects following our attempt to rectify the defect, exchange a part or provide a replacement delivery and the customer cannot be reasonably expected to accept another attempt to rectify the defect, exchange a part or provide a replacement delivery, the customer will be entitled to demand a price reduction or withdraw from the contract.
7.10 Of the direct costs arising from the repair or replacement delivery, we shall bear the costs of the replacement part, including shipment, in the case of justified claims for defects, as well as the reasonable costs of removal and installation, if this can be reasonably requested in the individual case, and the costs of making our own employees available for this purpose.
In all other respects, the costs shall be borne by the customer.

1. Exclusion of claims for damages
   
   

8.1 Any claims for damages of any kind against us, our legal representatives, employees and vicarious agents are excluded if they are based on only minor negligence and not on a breach of key contractual obligations.
This does not prejudice liability for losses suffered as a result of injury to life, body or health, regardless of the legal basis.
In addition, this does not apply to claims for compensation for losses due to a defect if we maliciously concealed the defect or guaranteed the quality of an item.
The limitations set out in clause 1 do not apply to claims under the German Product Liability Act.
8.2 All claims for damages asserted against us on whatever legal basis and irrespective of which party is at fault shall become statute-barred six months after delivery of the goods, and in the case of shipment from the fourth day after we have dispatched the goods.
This does not apply in cases of injury to life, body or health and liability for intentional torts.

1. Place of performance and jurisdiction
   
   

9.1 The place of performance for deliveries is the respective place of dispatch. The place of performance for payments is Sasbach.
9.2 The place of jurisdiction for all disputes, including those relating to bills of exchange, cheques and documents, is the court with territorial and material jurisdiction for Sasbach, without prejudice to our right to bring an action before the court with general jurisdiction over our customer’s registered office.
9.3 If the customer does not have a general place of jurisdiction in the Federal Republic of Germany, the place of jurisdiction is Achern.
The contractual relationship between us and the customer is governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on the Sale of Goods (CISG).
This applies both to the conclusion and performance of the contract.
You can also download the standard terms and conditions in a PDF format (25KB) click here to download.
LIPCO GmbH, Sasbach
version: january 2019