LECO Instrumente GmbH – General Terms and Conditions
1. Contract Conclusion
Our deliveries shall be made exclusively subject to the following terms and conditions. We herewith expressly contradict any and all purchasing conditions of the buyer, even if we do not expressly object thereto at the time of the contract conclusion. Our offers shall always be without obligation as far as they are not limited in time. Our General Terms and Conditions for the Sale and Delivery of Servicesand Goods shall always be an integral part of our quotations in writing. Collateral as well as supplementary or special agreements shall always require our written approval.
2. Delivery Time
The quoted delivery times shall be non-binding, as far as they have not been designated expressly as binding, and shall start with the date of our order confirmation. lf we are not in a position to observe the agreed delivery period due to events of force majeure, including war and mobilization, civil unrest, natural disasters, seizures, strikes, lockouts, material shortage, unforeseeable disruptions of production, transport delays, and importing restrictions, the buyer is not entitled to derive any claims or rights from this. In these cases the delivery period shall be reasonably extended. lf these events reach a considerable extent we shall have the right to withdraw from the contract without the buyer being entitled to any claims against us. The above shall also be valid if such events occur during an already existing delay.
Shipment shall be made at the expense of the buyer. Transport routes and means of transport will be selected at our own discretion, provided the buyer does not request a special form of shipment.
4. Transfer of Risk
The risk of accidental loss and accidental damages of the goods shall be transferred to the buyer when the goods are handed over or, in case of a dispatch sale, to the forwarding agent, freight forwarder, or the person or institution charged with the shipment of the goods. Default of acceptance by the buyer shall be deemed equivalent to delivery or acceptance.
Unless agreed otherwise, our prices are quoted ex works, excluding packaging and insurance costs. Packaging shall not be returned to our company. Any orders with a net value of less than EUR 200 shall be invoiced with a net surcharge of EUR 25 for small quantities.
Notwithstanding the fact that the delivery has already been received or not, our invoices shall be payable without deduction within 30 days from the date of the invoice, unless agreed otherwise. The buyer shall be in default 30 days after the date of the invoice without the receipt of a reminder. The buyer shall not have the right of compensation and retention, unless the respective claim of the buyer has been found to be indisputable or finally determined by court. In the event of default we reserve the right to invoice a default interest in the amount of 8% above the basic interest rate in accordance with § 247 BGB. Should we be notified of a deterioration in the solvency of the buyer at any time before or after delivery, we reserve the right to request securities and, if the buyer fails to comply with our request, to withdraw from the contract. lf instalments were agreed and any instalment is not credited to our account within a period of one week from the date of maturity, the entire remaining amount shall become payable immediately.
7. Return Shipments and Resale
The costs for any possible return shipments shall be borne by the buyer, unless the return shipment was ordered on our behalf. In principle, the delivered goods shall remain at the point of destination designated by the buyer for his use. The respective information shall be taken from the data of the "Export Application Form" filled out by the buyer. The buyer shall not be permitted to resell the delivered goods without the prior approval by LECO Instrumente GmbH. Therefore, we reserve the right to inform higher authorities (BAFA, EU Commission) accordingly, if general expert control regulations are violated.
8. Data Protection
We will only process and use the personal data of our customers in order to prepare statistical evaluations and inform the customer of our products and services. Should the customer not wish this, he may direct his objections any time in writing to our address.
The buyer shall not be entitled to assign all or any individual claims from the contract to any third person without our consent.
10. Defects, Notification Periods, Limitation of Liability, Withdrawal
The product description provided by the manufacturer shall be deemed the sole basis for the agreed product quality. Apart from that, public statements, recommendations or advertising shall not be considered a contractual quality of the goods. We must be notified in writing of any complaints due to incomplete or incorrect deliveries as well as due to defects of the delivered goods at the latest within 8 days upon receipt of the shipment at the point of destination. Should the buyer fail to meet this deadline the goods shall be considered accepted, unless the complaint is due to a defect that could not be detected during the inspection. In case of justified defects we shall have the choice between rectification and replacement delivery. Replacement deliveries shall be subject to the same terms and conditions as the original delivery. We will replace defective components free of charge to the extent to which these defects did not occur because the instruments supplied by us were not used in accordance with the purpose for which they were intended. Defective instruments or components must not be removed or returned without our expressive approval in writing. The buyer shall have the right to reduce the sales price if the rectification fails or to withdraw from the contract at his own discretion. After the second unsuccessful attempt the rectification shall be considered a failure if nothing to the contrary results from the nature of the item or the defect or other circumstances in particular. Any claims of the buyer for damages shall be excluded with the exception of damages from injuries to life, limb or health in case we are responsible for the breach of contract and for other damages that may be attributed to an intentional or gross negligent violation of duty on our behalf. A breach of duty by our legal representatives or performing agents shall be equal to a breach of duty on our part. In case of minor contract violations, in particular, in case of minor defects, the buyer shall have no right to withdraw from the contract. Damage claims of the buyer due to defect, unless they are not excluded by the above, shall become invalid after one year following the delivery of the goods. This shall not apply if we can be accused of malice.
11. Warranty Period
Warranty period shall be 12 months.
12. Retention of Title
Until all claims arising from the business relationship with the buyer have been completely satisfied, all goods supplied shall remain our property. As far as international payments are concerned, the transfer of ownership to the buyer shall not be made until the invoiced amounts have been fully credited to our bank account. As long as our retention of title exists, any resale of the goods shall only be valid within the scope of the buyer's proper business transactions. In case of a delay of payment, resale may only be effected with our approval. The buyer will assign all receivables arising from the resale of goods to us to secure our claims from the business relationship. To the extent to which this security exceeds 120 % of the sum of our unsettled invoices, we shall be obligated to release the goods on request. We shall remain entitled to collect any assigned receivables until the buyer has completely fulfilled his contractual obligations towards us. The buyer may neither pledge nor assign the delivered goods as a security. He shall be required to inform us immediately by registered letter if seizures by third parties of the goods delivered under proprietary rights or receivables are made or impend. The costs of a legal dispute as a consequence of such pledges or seizures shall be borne by the buyer.
Should any individual provision of the present Terms and Conditions for the Sale and Delivery of Goods be invalid, this shall not affect the validity of the remaining provisions thereof.
14. Place of Performance and Jurisdiction
Place of performance and jur isdiction shall be Mönchengladbach for both parties. On top of that, we shall have the right to launch legal proceedings against the buyer at any other established place of jurisdiction. The laws of the Federal Republic of Germany shall apply. The provisions of the UN Sales Convention (CISG) shall not apply.
Mönchengladbach, Nov. 2014