General Terms and Conditions of L & A Lasertechnik und Applications GmbH
Our General Business Conditions apply to all transactions with the customer from the sale of goods (purchase and work contracts), manufacturing services, manufacturing delivery services and all associated services, including planning, assembly and installation, and training and instruction. We do not recognize the customer’s general business conditions if they contradict or deviate from our own General Business Conditions. Provisos in an agreement that deviate from our General Business Conditions are not met by the general business conditions of the customer.
I. Formation of a contract
Unless otherwise specified (such as for all eBay auctions), online shop offerings do not represent a declaration of contract, but a request to send binding orders for the listed items, to which our General Business Conditions apply.
II. Delivery, place of fulfillment
If goods are not picked up by the customer, but are delivered outside our premises, the place of fulfillment for our delivery obligation is the company’s business headquarters in 01468 Moritzburg, Germany. If the customer requests that we send the goods to another location outside our business premises, risk transfers to the customer as soon as the goods have been delivered to the carrier, freight forwarder of other person or organization designated to ship the goods (§§ 447 I, 644 II BGB).
Delivery is to be made to the entrance to the premises of the delivery address if the location is not accessible to delivery vehicles. Transport on the premises of the delivery address is not our responsibility, but is up to the customer, unless otherwise agreed, especially if we are not to perform installation or connection.
III. Default of acceptance
If action by the customer is required for use to provide our service (such as providing recipient addresses), and the customer is in default of acceptance because of failure to take such action, the customer must compensate us for damages incurred. If the customer fails to take cooperative action and is in default of acceptance, we can set a reasonable deadline for acceptance with notification that we will cancel the contract if the customer does not take the cooperative action or accept the service by the deadline. If the customer does not take cooperative action by the reasonable deadline set or otherwise rectify the default of acceptance, we can cancel the contract and demand damages compensation for nonfulfillment. It is not necessary to set a deadline or threaten cancellation if the customer has seriously and definitively refused acceptance ahead of time. In the event of our justified cancellation due to breach of the obligation to cooperate or other default of acceptance, our right to claim damages remains unaffected.
IV. Remuneration
Unless otherwise agreed, the prices for delivery of goods in the quantity ordered are those in our graduated price list on the day of contract formation. The agreed-upon prices are net prices and do not include value-added tax, unless agreed otherwise. In addition to the agreed net prices, the customer is obligated to pay us value-added tax at the value-added tax rate valid when delivery was made.
If, at the time of contract formation, the customer is not an entrepreneur, the customer is not a corporation under public law and is not a special asset under public law, an increase in value-added tax is not calculated for services performed within four months of contract formation, as long as no cost transfer of the value-added tax increase is provided for in the grandfather clause of the value-added tax increase act.
If, after contract formation, other taxes, duties or other expenditures are changed or newly introduced, the customer will be charged for the change or additional charge. Deliveries, packaging or inclusion of cover letters or cards are not compensated through the agreed remuneration for goods, but are to be reimbursed separately, unless agreed otherwise.
V. Payment/default of payment
Payment conditions apply as agreed to with the customer for the transaction. If checks that the customer has issued to us to meet his existing obligations cannot be cashed, the customer is liable for reimbursement of damages incurred. Upon default of payment, the customer owes us the statutory interest on arrears and reimbursement for additional damages.
VI. Warranty
If our performance is defective at the time of transfer of risk, the customer can demand supplemental performance from us (such as repair of defects or a replacement delivery). If the customer is a businessperson, he must conform to the inspection and complaint procedures required by commercial law. For consequential damages, i.e. damages to be considered defects present upon transfer of risk for the contractual performance, we are liable only if they were foreseeable during the ordinary course of the transaction. We are liable for consequential damages no greater than the agreed remuneration for the relevant transaction. Even if we are not guilty of intent or gross negligence, we are liable for damages due to breach of contractual obligations. The warranty period lasts one year from the time the legal period of limitations begins. Liability under the product liability act remains unaffected. Manufacturer or distributor warranties also remain unaffected. If the customer indicates a defect that does not exist according to the seller’s inspection, and if the buyer knew the defect did not exist at the time of he indicated it, or if he was in error due to negligence, the buyer must compensate the seller for the damages incurred. The buyer has the right to prove that the indicated defect really does exist. Under these provisions, the seller particularly has the right to demand compensation for the expense of investigating the matter or of repairs demanded by the buyer.
VII. Delays
We are liable for damages due to delay only if we are guilty of intent or gross negligence. If, upon formation of the contract, the customer is an entrepreneur or the customer is a corporation under public law, or is a special asset under public law, we are liable to him only for reimbursement of the damages typical for transactions such as the one contracted. For consequential damages, i.e. damages to be considered defects present upon transfer of risk for the contractual performance, we are liable only if they were foreseeable during the ordinary course of the transaction.
VIII. Liability
For damages attributable to us, we are liable only if we are guilty of intent or gross negligence. Even if we are not guilty of intent or gross negligence, we are liable for damages due to breach of contractual obligations. If, upon formation of the contract, the customer is an entrepreneur or the customer is a corporation under public law, or is a special asset under public law, we are liable to him only for reimbursement of the damages typical for transactions such as the one contracted. For consequential damages, i.e. damages to be considered defects present upon transfer of risk for the contractual performance, we are liable only if they were foreseeable during the ordinary course of the transaction. The limits and exclusions of liability in this paragraph also apply to damage compensation claims from tort liability. Defect claims expire one year after the start of the legal limitations period. Liability under the product liability act remains unaffected. If our damages compensation liability is excluded or limited, personal damage compensation liability on the part of our employees, representatives and fulfillment agents is also excluded. Manufacturer or distributor warranties also remain unaffected.
IX. Right of withdrawal
In the event of default of acceptance, our General Business Conditions provide for a right of withdrawal in addition to the statutory right of withdrawal. In transactions without prepayment by the customer, we have the right to withdraw from the contract if, before or during formation of the contract, the customer has given us false information on his creditworthiness. Legal regulations regarding our right of retention remain unaffected until remuneration has been made. We have the right to withdraw from the contract if our supplier fails to cover his contractual delivery obligation or is delayed for longer than two months. If, upon formation of the contract, the customer is an entrepreneur or the customer is a corporation under public law, or is a special asset under public law, we are entitled to withdraw from the contract as long as one of our suppliers fails to deliver goods of the contracted type or individual parts or is delayed longer than two months, even if our supplier’s delivery did not specifically serve to cover our delivery obligation to the customer. If, due to discontinuation of the basis of the transaction, we do not consider it in the best interest of the two parties to adhere to the contract, we have the right to withdraw from the contract. If we withdraw from the contract, we will immediately reimburse the customer for compensation already received.
X. Retention of tile
Ownership of the goods we have delivered does not transfer to the customer until our claim under this contract has expired. If the customer still has other obligations to us, ownership of the delivered goods does not transfer to the customer until these obligations also expire. For ongoing accounts, the reserved property serves as collateral for our outstanding balance. The customer must treat the goods with care until ownership has transferred. Until ownership has transferred, the customer must insure the goods at his own cost against fire, water, theft and storm damage. If the customer fails to meet this obligation, he must reimburse us for damages incurred.
The customer must notify us immediately of impoundments or other third-party interventions. If the third party is not able to reimburse us for the costs arising from the impoundment or other intervention, the customer is liable to us for the loss incurred. The customer has the right to resell the goods in the ordinary course of business. However, he then assigns all receivables, including value-added tax receivables, that are incurred toward his purchaser from the resale. The customer remains entitled to collect these receivables even after the assignment. However, we are authorized to collect the receivables if the customer is in default of payment, stops payment, or if insolvency proceedings are initiated against the customer’s assets. At our request, the customer must notify us of the assigned receivables and their debtors, provide all information necessary for collection, hand over the associated documents, and notify the debtors of the assigned receivables of the assignment. If the goods have been processed, combined, mixed or blended with objects that do not belong to us, we acquire co-ownership of the new item in relation to the value of our goods to the processed, combined, mixed or blended objects at the relevant time. The customer has the right to resell this substitute object. However, he then assigns all receivables, including value-added tax receivables, that are incurred toward his purchaser or third party from the resale. The aforementioned shall apply accordingly to the customer’s collection authority, our collection authority and the customer’s informational obligations. Upon the customer’s request, we will release collateral as long as the nominal value of our collateral exceeds 50 percent of the receivables and the actual value of the entire collateral is no less than 120 percent of our entire receivables. We are free to choose the collateral to release.
XI. Non-assignment clause
The customer is not to assign delivery claims, warranty claims or other claims against us from the contractual transaction to third parties.
XII. Prohibition of setoff/ban on retention/ban on appeal to warrantee rights
The customer is not to charge his claims against our receivables if the latter are undisputed or legally specified (prohibition of setoff). If, upon formation of the contract, the customer is an entrepreneur or the customer is a corporation under public law, or is a special asset under public law, the customer cannot enforce a right of retention against our demands due to his claim, as long as they not undisputed or legally specified (ban on retention). If, upon formation of the contract, the customer is an entrepreneur or the customer is a corporation under public law, or is a special asset under public law, the customer cannot appeal to the warranty rights against our demands, if they not undisputed or legally specified (ban on appealing to warranty rights).
XIII. Choice of law
German law will apply to the contractual relationship and to the legal relationships arising from the contractual relationship. The UN Convention on International Sale of Goods will not be applied.
XIV. Agreement on court of jurisdiction
If the customer is a businessperson, a corporation under public law or a special asset under public law, 01468 Moritzburg is the exclusive court of jurisdiction. This does not affect the jurisdiction for countersuit. If the customer is not a businessperson, a corporation under public law or a special asset under public law, the legal provisions on specifying court of jurisdiction still apply. If the customer has no general court of jurisdiction in Germany, 01468 Moritzburg is the exclusive court of jurisdiction.
Status: 07.01.2014