General delivery and payment conditions
§ 1 Preface – scope
(1) The sales conditions of ILA-Langner Gmbh & Co KG, Eschenburg, are valid exclusively. Conflicting of the customer or sales conditions deviating from our sales conditions we will not accept, unless we have expressively agreed in written form. Our sales conditions are also still valid, if we know about the conflicting or deviating sales conditions of the customer and carry out the delivery unreserved.
(2) All agreements between the customer and us for carrying out this agreement are written down in this contract.
(3) Our sales conditions are valid only towards companies in the sense of § 310 Abs. 1 BGB.
(1) If the order is to be qualified as quotation according to § 145 BGB, we can accept it within 2 weeks. Our quotation is subject to change as far as nothing changes from the order confirmation.
(2) An assurance of specific characteristics is only existent at an expressive inclusion in the contract. Especially with regard to the steady further development and improvement of our products we reserve the right of change. A reference to DIN standards includes the more detailed identification but no assurance of characteristics.
(3) We reserve property and copy rights on illustrations, drawings, calculations and other documents. This is also true for written documents which are labelled as “confidential”. The disclosure to third parties needs our expressive written agreement.
§ 3 Prices – payment conditions
(1) If nothing else results from the order confirmation, our prices „exwork“ are valid, especially excluding packaging, loading, transport, insurance, unloading, setup, assembly or commissioning. These and other services are charged separately.
(2) We reserve the right to change our prices correspondingly, if after conclusion of the contract cost reductions or increases occur, especially because of loan agreement or material price changes. We will prove them on demand.
(3) The VAT is not included in our prices; it is listed separately in the invoice at the day of billing.
(4) The subtraction of discount needs a special, written agreement or the expressive allowance on the order confirmation or the invoice of ILA-Langner GmbH & Co KG.
(5) If nothing else results from the order confirmation, the purchase price is due net (without allowance) within 30 days from the date of invoice. The regulations concerning the consequences of payment delay apply.
(6) The customer has charging rights, if his counter claims are legal, undoubted or accepted from us. He is also allowed to carry out a right of retention, if his counter claim is based on the same contractual relationship.
§ 4 delivery time
(1) The beginning of the given delivery time assumes the clarification of all technical details.
(2) The keeping of our obligation of delivery also assumes the duly and correct fullfillment of the customer’s obligations. The exception of the nonfulfilled contract stays reserved.
(3) If the customer is in acceptance delay or bleaches other cooperation obligations culpably, we have the right to ask for compensation of the occured damages, including possible additional expenditures. Further claims or rights stay reserved.
(4) If the preconditions of clause (3) apply, the danger of an accidential decline of the item devolves to the customer where he got into acceptance or debtor delay.
(5) We are liable according to the legal regulations as far as the sales agreement is a firm deal in the sense of § 286 Abs. 2 no. 4 BGB or § 376 HGB. We are also liable according to the legal regulations, if as a cause of delivery delay caused by us, the customer has the right to claim that his interest in a further contractual fulfillment got into discontinuance.
(6) We are also liable according to the legal regulations, if the delivery delay is based on an intended or grossly negligent breach of contract by us; a default of our representatives or agents is to be counted to our side. If the delivery delay is based on a grossly negligent breach of contract by us, our liablity for compensation is limited to the predictablem typical damage.
§ 5 Transfer of perils – packaging costs
(1) If nothing els results from the order confirmation, the delivery is agreed “ex works”.
(2) For the taking back of packages a special agreement applies.
(3) On demand we will cover the delivery by transport insurance; the incurring costs are to be taken by the customer.
§ 6 Liability in case of defects
(1) Defect claims of the customer assume that he acted correctly according to his examination and reproval obligations according to § 377 HGB.
(2) If there is a defect of the item, the customer is allowed to supplementary performance in form of a removal of defects or delivery of a new defectfree item. In case of removal of defects or replacement we are obliged to take all necessary transportation, shipping, work and material costs, if they are not increasing by the fact that the item was brought to another location other than the place of fulfillment.
(3) If the supplementary performance fails, the customer has the right to ask for withdrawal or reduction.
(4) We are liable according to the legal regulations, if the customer claims for damage compensation which is based on intention or gross negligence, including intention or gross negligence of our representatives or agents. If we are not accused of breach of contract, the damage compensation liability is limited to the predictable, typical occuring damage.
(5) We are also liable according to the legal regulations, if we breach an essential contractual obligation culpably; also in this case, howver, the damage compensation liability is limited to the predicttable, typical occurring damage. An essential contractual obligation applies, if the breach of obligation refers to an obligation which fulfillment the customer has counted on and also could have counted.
(6) The liability because of culpable breach of life, the body or health stays untouched; this is also true for obligative liability according to the Product Liability Act.
(7) If not regulated otherwise before, this liability is excluded.
(8) The limitation period for defect claims is 12 months from transfer of perils.
(9) The limitation period in case of a delivery regress according to §§ 478, 479 BGB stays untouched; it is five years from delivery of the defective item.
§ 7 Joint liability
(1) A further liability to damage compensation as intended in § 6 – without considering the legal nature of the claim – is excluded. This is true especially for damage compensation claims from default at contract conclusion, because of other breaches of obligations or because of tortious claims to compensation of property damage according to § 823 BGB.
(2) The limitation according to clause (1) is also valid, if the customer asks for compensation of useless expenditures instead of damage or service compensation.
(3) If the damage compensation liability towards us is excluded or restricted, this is also true for personal damage compensation liability of our employees, colleagues, representatives and agents.
§ 8 Protection of reservation of proprietary rights
(1) We reserve the property on the item until receipt of all payments from the business connection with the customer. At contrary behaviour of the customer, especially at payment delay, we are allowed to take back the item. With the taking back of the item by us goes a withdrawal from the contract. After the taking back we are allowed to use it, its utilization revenue is to be added to the the customer’s liability less adequate utilization costs.
(2) The customer is obliged to treat the item with care; he is especially obliged to insure it sufficiently at his own expense against fire, water and theft damages to the replacement value. If maintenance and inspection work is necessary, the customer has to do them in time at his own expense.
(3) At garnishment or other interfences of third parties, the customer has to inform us immediately in written form, so that we can file an action according to § 771 ZPO. If the third party is not able to compensate the legal and amicable costs of a claim according to § 771 ZPO, the customer is made liable for the occured loss.
(4) The customer is allowed to sell the item in a correct transaction; but he already now conveys all requests in height of the invoice final amount (including VAT) of our claim which arises from the sale against his buyers or third parties, namely independent from whether the item was sold without or after processing. For the inclusion of this request the customer stays authorized also after the transfer. Our authorization to collect the outstanding money ourself stays untouched from this. However, we are obliged not to collect the outstanding money as long as the customer fulfills his payment obligations from the earned revenue, is not in payment delay and there is no claim for opening an insolvency proceedings or stoppage of payment. But if this is the case, we can ask the customer for the announcement of the assigned outstanding request and its debtors and all details necessary for the collection, the handover of the corresponding documents and to inform the debtors (third parties) about the transfer.
(5) The processing or alteration of the item by the customer is always done for us. If the item is processed with objects not belonging to us, we gain the common ownership on the new item in relation of the value of the item (invoice amount, including VAT) tot he other processed objects to the time of processing. For the object resulting from the processing the same is true as for the item delivered under reserve.
(6) If the item is mixed inseparably with other objects not belonging to us, we gain the common ownership on the new object in relation of the value of the item (invoice amount, including VAT) to the other mixed objects to the time of mixture. If the mixing happens in a way that the object of the customer is to be seen as main thing, it is agreed that the customer transfers proportional common ownership to us. The customer keeps the arisen sole or common ownership for us.
(7) The customer also cedes to us the requests for covering our requests which arise by the connection of the item with an estate against third parties.
(8) We are obliged to release the assurance we are entitled to on demand of the customer in so far as the realizable value of our assurance not exceeds the requests to be covered for more than 10%; the selection of the assurances to be released is incumbent on us.
§ 9 Jurisdiction – place of fulfillment – severability clause
(1) If the customer is salesman, the place of jurisdiction is Eschenburg; but we are allowed to bring an action against the customer also at his residence court.
(2) The German law is applicable; the validity of the UN purchase right is excluded.
(3) If nothing else results from the order confirmation, the place of fulfillment is Eschenburg.
(4) In addition to the previous regulations the conditions 188 A according to VDMA, the BGB and the HGB apply. (4) A possible invalidity of single regulations affects the validity of the other regulations. The parties are obliged to agree valid regulations in place of the unvalid regulations which economically come nearest to the unvalid.
(5) Deviations from the contractual regulations and other agreement need the written form. This is also true for the waiving on the requirement of the written form.