LSS-Industrievertretung e.K.’s General Sales Conditions 11.09.2013
I. Scope of Application
The following General Sales Conditions applyto all offers and contracts between the LSS-Industrievertretung e.K. (Supplier) and the Customer, if the latter is an entrepreneur. An entrepreneur means a natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession. Any purchasing conditions of the Customer shall not, inparticular not by the Supplier accepting an order, become part of the contract.
II. Conclusion of the Contract
A contract shall only be concluded after the Supplier has confirmed an order in writing. Any of the Customer’s changes and additions require the Supplier’s written confirmation.
III. Price and Payment
1. Unless otherwise agreed, all prices are quotedex factory, including loading at the factory. The sales tax in the statutoryamount on the day of invoicing will be added to the prices.
2. In the absence of specific stipulations,payments are to be made without any deductions 30 days after the invoice dateand are considered down payments.
3. The Customer shall only be entitled to theright to set off counterclaims as far as they are uncontested or have beenfinally and non-appealable established. The Customer shall only be entitled tothe right of retention if it is based on the same legal relationship.
IV. Delivery Time
1. The delivery time ensues from the Parties’agreements. Compliance with these dates is subject to all commercial andtechnical issues having been clarified between the contracting Parties and theCustomer having performed all of his obligations, including, but not limitedto, provision of the required official certificates or approvals, or making theagreed down payments. If this is not the case, the delivery timeis suitably extended. This does not apply as far as the Supplier is responsiblefor the delay.
2. The delivery deadline is adhered to if, by theexpiry of this period, the delivery item has left the Supplier’s works or ifreadiness for dispatch has been communicated.
3. If the dispatch or the acceptance of thedelivery item is delayed because of reasons for which the Customer is responsible,the Supplier may, beginning one month after having communicated the readinessfor dispatch, demand reimbursement of extra costs incurred due to the delay.
4. If thenon-compliance of the delivery time is due to force majeure, industrial actionor other events that are beyond the control of the Supplier, the delivery timeis suitably extended. The Supplier shall inform the Customer about thebeginning and the end of such events as soon as possible.
5. In the case of a delay in delivery, theSupplier’s liability is limited to foreseeable, typical damages. Thislimitation does not apply if the delay in delivery is due to a breach of thecontract by executive organs or executive employees of the Supplier acting withintent.
V. Passing of Risk
1. The risk passes to the buyer as soon as thedelivery item has left the works.
2. If dispatch is delayed or not executed due tocircumstances, for which the Supplier is not responsible, the risk will pass tothe Customer on the day of notification of the readiness for dispatch or for acceptance.The Supplier will take out, at the Customer’s expense, the insurances requestedby the latter.
VI. Retention of Title
1. The Supplier retains title to the deliveryitem until all payments specified in the delivery contract have been received.The Customer is entitled, in the ordinary course of his business, to processthe delivery item or to combine/intermix it with other things.
2. The Customer may neither pledge the item nortransfer it by way of security before having paid in full. In case of pledging,seizure or any other interventions by third parties, the Customer shall notifythe Supplier thereof without delay.
3. If the Customer breaches the contract,especially in case of default in payment, the Supplier is entitled to take backthe delivery item after notice is given, and the Customer is obliged to returnit. The assertion of the retention of title and the Supplier’s pledging of thedelivery item shall constitute withdrawal from the contract.
4. The Customer’s processing, in particulartransformation or consumption, of the delivery item, which is subject toretention of title, is conducted for the Supplier. If the delivery item, whichis subject to retention of title, is processed with other things not belongingto the Supplier, then the Supplier will acquire co-ownership in the new thingin the ratio of the value of the items subject to the retention of title to theother processed things at the time of the processing. The item brought about bythe processing shall be governed by the same principles as the delivery itemthat is delivered subject to retention of tile. If the Customer’s items areconsidered to be the main thing, it is agreed that the Customer transfersproportional co-ownership to the Supplier. The Customer shall hold the jointproperty thus created on the Supplier’s behalf.
5. The Supplier is obliged to release securitiesto the extent that the viable value of these securities exceeds the claims tobe secured by more than 10%. The Supplier may select the security he wishes torelease.
VII. Liability for Material Defects and GeneralLiability
1. In case of a material defect the Supplier willdecide, at his reasonable discretion and also taking into consideration theinterests of the Customer, if the defect will be remedied or if a thing free ofdefects will be supplied.
2. The Customer’s claims based on a materialdefect of the delivery item become time-barred after 12 months, unless there isfraudulent or willful conduct on the part of the Supplier.
3. The Supplier’s statutory liability for damagesis limited as follows:
a) In the case of minor negligence the liabilityis limited to injury to life, body or health.
b) In the case of willful conduct on the part ofan ordinary person whom the Supplier uses to perform his obligations, grossnegligence on the part of a legal representative, employee or person whom theSupplier uses to perform his obligations, the liability is limited to theforeseeable, typical damage. However, the liability for injury to life, body orhealth remains unrestricted.
c) If a cardinal contractual duty is breached,the Supplier is also liable, in this respect deviating from 2.a), in case ofminor negligence, but limited as in 2.b). A cardinal contractual duty isunderstood to mean an obligation, fulfillment of which is essential for dueimplementation of the contract and on which the contractual partner canreasonably expect to be able to rely as a matter of course.
4. The liability based on the German ProductLiability Act (Produkthaftungsgesetz) remains unaffected. In case of otherbreaches of duty, especially fault in conclusion of a contract (culpa incontrahendo) or tort, the Supplier is not more liable than stipulated above. TheSupplier’s legal representatives, executive employees and ordinary employeesare no more liable than the Supplier himself.
VIII. Applicable Law, Place of Jurisdiction
1. All legal relationships between the Supplierand the Customer shall be exclusively bound by and construed in accordance withthe laws of the Federal Republic of Germany. The application of the United NationsConvention on Contracts for the International Sale of Goods (CISG) is excluded.
2. The courts at the registered office of theSupplier shall have jurisdiction for all disputes between the Supplier and theCustomer. However, the Supplier is entitled to take legal action at the court havingjurisdiction at the registered office of the Customer.
This English translation of LSS Industrievertretung e.K.’s General SalesConditions is provided for information purposes. The German version (Allgemeine Verkaufsbedingungen der LSS Industrievertretung e.K.) shall take priority over the English translation.
Tel: +49 (0) 241 4003973
Fax: +49 (0) 241 4003968