General Terms and Conditions of Sale, Delivery and Payment
These terms and conditions of sale apply exclusively. Deviating or opposing conditions shall not be accepted by us unless we have expressly agreed to them in writing.
These terms and conditions of sale shall also apply to all future transactions with the customer, insofar as these are legal transactions of a similar type.
These terms and conditions of sale shall only apply to companies within the meaning of § 310 para. 1 BGB (German Civil Code). Corporations under public law (e.g. municipalities) shall be deemed equivalent to these.
2. Offer and conclusion of contract
Our offers are non-binding. Agreements, in particular verbal subsidiary agreements, promises, guarantees and other promises, shall only become binding upon our confirmation in text form.
The pictures, texts, drawings, technical data as well as illustrations in catalogues, price lists and other advertising material belonging to the offer have been processed conscientiously, but we do not assume any responsibility for the existence of warranted characteristics or dimensions, unless these are expressly confirmed by us in text form. No delivery obligations for a particular product can be derived for us from the illustrations unless it is expressly stated in the text as a type description.
If an order is to be regarded as an offer in accordance with § 145 BGB (German law), we can accept it within two weeks.
Deviations from the contractually agreed delivery are permissible if they are reasonable for the contractual partner taking his interests into account. This is particularly the case in the case of customary or technically unavoidable deviations with regard to quality, surface quality, colour, size and number of items.
3. property rights and copyrights on documents provided, etc.
We reserve all property rights and copyrights to all documents handed over to the customer in connection with the placing of the order, such as drawings, calculations, operating instructions, catalogues, price lists, samples, material samples, etc.. These documents may not be made accessible to third parties unless we give the customer our express consent in text form.
If we do not accept the customer's offer within the period of point 2, these documents must be returned to us immediately.
4. prices and payment
Unless otherwise agreed in writing, our prices are ex works including packaging and excluding any VAT.
Payments must be made in cash or by bank transfer. In the case of bank transfers, only the crediting of the payment amount to our account shall be valid as payment. Payment of the purchase price shall be made exclusively to a bank account specified by us.
Unless otherwise agreed in writing, payments by bill of exchange or cheque are excluded.
Unless otherwise agreed, the purchase price is to be paid within 30 days of the invoice date. Cash discounts may only be deducted in text form if a special agreement has been made.
Should circumstances become recognizable which make our payment appear to be at risk, we reserve the right to make payment or partial payment of the invoice amount in advance before dispatch of the goods.
If the term of payment is exceeded, we shall charge default interest in the amount of 9 percentage points above the respective base rate of the Deutsche Bundesbank.
We reserve the right to claim higher damages for default.
If it becomes apparent after conclusion of the contract that our payment claim is endangered by the customer's inability to pay, we shall be entitled to the rights arising from § 321 BGB (German Civil Code) (objection of uncertainty).
Unless otherwise agreed, we reserve the right to make reasonable price changes due to changes in wage, material and distribution costs for deliveries made 3 months or later after conclusion of the contract.
5. set-off and retention
The customer shall only be entitled to set-off if his counterclaims are undisputed, accepted by us or legally established.
The customer shall only be entitled to assert a right of retention insofar as his counterclaim is based on the same contractual agreement.
6. Delivery time
Delivery times shall be stated and observed to the best of our estimation, but shall not be binding in principle.
If the customer is in delay of acceptance or culpably violates other obligations to cooperate, we are entitled to demand compensation for the damage incurred by us in this respect, including any additional expenses. We reserve the right to assert further claims. Insofar as the above conditions exist, the risk of accidental loss or accidental deterioration of the object of sale shall pass to the customer at the point in time at which he is in delay of acceptance or debtor's delay.
7. transfer of risk
If the goods are shipped to the customer on request of the customer, the risk of accidental loss or accidental deterioration of the goods shall pass to the customer upon shipment to the customer, at the latest upon leaving our factory. This shall apply independently of who is responsible for the freight costs.
If the goods are ready for dispatch and if dispatch is delayed for reasons for which we are not responsible, the risk shall pass to the customer upon receipt or notification of readiness for dispatch.
If we are commissioned with installation work, the customer shall be obliged to accept the work ordered in accordance with the contract if this is not excluded due to the nature of the work. Acceptance cannot be refused due to insignificant defects. Acceptance shall be deemed equivalent if the customer does not accept the work within a reasonable period determined by us, although he is obliged to do so.
The above regulations on the transfer of risk shall also apply if the goods are dispatched by our vehicles and / or our personnel.
8. retention of ownership
We reserve the ownership of all delivered goods until full payment of all claims arising from the delivery contract. This also applies to all future deliveries, even if we do not always expressly refer to them. We shall be entitled to take back the purchased goods if the customer behaves contrary to the terms of the contract.
The customer is obliged to insure the goods subject to retention of title against the risk of fire and theft.
The customer must treat the goods with care and only use them in accordance with our valid operating instructions.
The customer is not entitled to pledge the goods or to assign them as security. Pledges by other creditors must be reported to us immediately in text form.
We are entitled at any time to be informed about the whereabouts of our goods. The customer is only entitled to resell the goods within the scope of proper business operations; the resulting claims shall be deemed to have been assigned to us when the invoice amount for our deliveries and services is created.
The customer is obliged to inform us upon request of the names of the third-party debtors and the amount of the claims.
As our authorised representative, the customer is entitled to collect the assigned claims until revoked.
In the event of default in payment, the occurrence of a significant deterioration in the financial situation of the customer, the opening of insolvency proceedings or bankruptcy proceedings, we shall be entitled to demand the return of all goods for which retention of title exists from the customer and to withdraw from any existing delivery contracts.
9. warranty and claim for defects
Warranty rights of the customer presuppose that the customer has duly complied with his obligations to inspect the goods and give notice of defects according to § 377 HGB (German Commercial Code), provided that the customer is a fully qualified businessman.
Warranty claims can be asserted within 12 months after the transfer of risk.
Warranty claims for used purchased goods cannot be asserted.
Notifications of defects must be made in text form with a description of the individual defects notified and with the explicit demand to provide a warranty.
Obvious defects can only be considered by us if they are reported to us in text form within 14 days after receipt of the goods at the latest. Non-obvious defects only if they are reported to us within 12 months of detection.
If, despite all care taken, the delivered goods show a defect which existed at the time of the transfer of risk, we shall, subject to timely notification of the defect, repair the goods or deliver replacement goods at the choice of the customer.
We must always be given the opportunity to supplementary fulfil our obligations within a reasonable period of time. Recourse claims remain unaffected by the above regulation without restriction.
In case of disproportionately high costs of the subsequent fulfilment chosen by the customer, we reserve the right to choose the other type of subsequent fulfilment (new delivery or subsequent fulfilment).
If the supplementary fulfilment fails, the customer may - without prejudice to any claims for damages - withdraw from the purchase contract or reduce the payment appropriately.
Warranty claims do not exist in the case of insignificant differences from the agreed quality, in the case of only insignificant impairment of usability, in the case of natural wear and tear, as well as in the case of damage arising after the transfer of risk as a result of incorrect or careless use against our valid operating instructions. If the customer or a third party carries out improper repair work or changes to the purchased goods, there shall also be no claims based on defects for these and the resulting consequences.
As long as the customer does not give us the opportunity to convince ourselves of the defect, in particular if he does not make the goods complained about available to us upon request, he cannot claim defects of the goods.
10. take-back of goods
In the case of an mutually agreed return of goods, not in the case of the claiming of defects, we are entitled to charge a reasonable expense compensation of 25% of the value of the goods. The customer shall be entitled to prove a significantly lower expense.
The return of custom-made products or goods that cannot be stored again is not possible.
We shall be liable in accordance with the legal regulations if claims for damages are asserted which are based on intent or gross negligence, including intent or gross negligence on the part of our representatives or vicarious agents.
Except where we are accused of intentional breach of contract, our liability for damages shall be limited to foreseeable, typically occurring damages. In case of a culpable breach of an obligation, the fulfilment of which is essential for the proper execution of the contract and on the observance of which the customer may regularly rely (essential contractual obligation), we shall be liable in accordance with the legal regulations. In this case the liability for damages shall be limited to the foreseeable, typically occurring damage.
Further claims of the customer, for whatever legal reasons, are excluded. Claims for damages on the part of the customer resulting from positive breach of contract, from fault upon conclusion of the contract and from unlawful acts, in particular also claims for compensation for damages which did not occur on the product itself (consequential damages), are excluded irrespective of legal claims due to the absence of warranted attributes, unless they are based on intent or gross negligence on our part or on the part of our vicarious agents.
Liability for culpable injury to life, limb or health shall not be affected thereby. This also applies to mandatory liability under the Product Liability Act.
12. additional conditions for installations of Sewer Sealing Systems KAS
Before installation, the installation sites must generally be checked by us. The customer is obliged to have the installation situation and the pipe diameters determined personally on site from us.
Offers for sewer sealing systems for which we have not personally inspected the installation situation on site are generally to be regarded as non-binding and not contractually binding.
Before the start of installation, the customer is obliged to make the corresponding installation sites freely accessible to us and to clean the installation sites at our discretion.
Should the customer not have fulfilled his required preliminary work on a fixed installation date (e.g. the necessary laying of empty pipes, the necessary erection of a base, the accessibility of the installation sites, the failure to clean the installation site, etc.), we shall be entitled to charge the customer appropriate additional costs, such as working hours and travel costs.
13. additional conditions for hire contracts
Our separate hire conditions are valid exclusively for hire contracts.
14. Place of performance, place of jurisdiction and applicable law
The place of performance is our registered company office.
If our contractual partner is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction for all legal disputes arising from the contractual relationship, as well as for its arising and its effectiveness, shall be determined by our registered office, at our discretion also by the registered office of the customer.
This contract and all legal relations between the parties shall be governed by the laws of the Federal Republic of Germany to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
All agreements made between the parties for the purpose of executing this contract are set out in text form in this contract.
This translation has been prepared by us to the best of our ability. This English text shall not be binding. Only our General Terms and Conditions of Sale, Delivery and Payment in German language, dated October 2017, are binding.
LAMPE GmbH, Stadtoldendorf, September 2019