- Contract conclusion, scope of delivery
- Delivery times
- Supply contracts on call
- Force majeure, other hindrances
- Test methods, acceptance
- Mass, weights, quantities
- Packaging and loading equipment
- Shipping and passing of risk
- Payment terms
- Title retention
- Defects of goods, warranty
- Liability of L+S Präzisionsguß GmbH
- Liability of the purchaser
- Order-related production equipment
- Data protection and copyright protection by L+S Präzisionsguß GmbH
- Fulfillment and jurisdiction
- Applicable law, contractual language
- Final provisions
General delivery and payment terms
These delivery and payment terms shall be the basis for all deliveries and services, including all ancillary services and proposals made by L+S Präzisionsguß GmbH. Any conflicting or additional terms and conditions of the purchaser are hereby expressly rejected; they shall only become part of the contract if L+S Präzisionsguß GmbH expressly agrees to their inclusion.
Version dated 01/2015
1. Contract conclusion, scope of delivery
a) All offers from L+S Präzisionsguß GmbH are subject to change and are non-binding; they are only an invitation to the purchaser to submit a contract offer.
b) The documentation accompanying the offer such as drawings, weight and dimension specifications are only approximate, unless explicitly designated as binding by L+S Präzisionsguß GmbH.
c) Supply contracts, collateral agreements and other agreements only come into force when L+S Präzisionsguß GmbH accepts the offer of the purchaser (order or purchase order) in writing.
d) The scope of delivery is based upon our written confirmation. A reference to DIN and other regulations is merely a performance specification and does not secure any properties or a quality guarantee.
a) The prices of L+S Präzisionsguß GmbH apply ex works excluding packaging, shipping and insurance charges as well as the applicable statutory value added tax, unless otherwise agreed in writing. The costs for packaging, shipping and insurance shall be borne by the purchaser.
b) Should contract-related costs change substantially after conclusion of the contract, the purchaser is obliged to agree an appropriate price adjustment with L+S Präzisionsguß GmbH.
3. Delivery times
a) Agreed delivery periods begin with the receipt of the order confirmation by the purchaser from L+S Präzisionsguß GmbH. Should L+S Präzisionsguß GmbH require for the execution of the contract any documentation, materials, information, authorizations or approvals from the purchaser or at its request from a third party, or if an advance payment has been agreed, the delivery period begins only upon receipt of the documentation, materials, information, authorizations, approvals or advance payment by L+S Präzisionsguß GmbH. Insofar as delivery dates have been agreed upon, these shall be postponed in the aforementioned cases to the period between the receipt of the order confirmation by the purchaser and the receipt of the documentation, materials, information, authorizations, approvals or advance payment by L+S Präzisionsguß GmbH. The rights of L+S Präzisionsguß GmbH arising from a purchaser default remain unaffected.
b) Deliveries taking place before expiration of the delivery time and partial deliveries are permitted.
c) The delivery period or the delivery date shall be deemed to have been met if the goods have left the factory before the expiration of the delivery period or delivery date or if the purchaser is duly informed of the readiness for delivery.
d) L+S Präzisionsguß GmbH is only obliged to comply with the delivery periods or delivery dates as long as the purchaser properly fulfills his own contractual obligations.
4. Supply contracts on call
In the event of supply contracts on call that the purchaser does not retrieve, L+S Präzisionsguß GmbH is entitled to, after an unsuccessful grace period has passed, organize and deliver the goods or to terminate the supply contract without observing any notice period should the reason for this be a reasonable cause.
5. Force majeure, other hindrances
a) Should the delivery of L+S Präzisionsguß GmbH be delayed for reasons beyond the control of L+S Präzisionsguß GmbH – in particular in cases of force majeure, illness, strike, operational disturbances, etc. – the delivery periods shall be extended or the delivery dates postponed accordingly.
b) This also applies should such circumstances take place during default or occur with subcontractors of L+S Präzisionsguß GmbH.
c) The purchaser cannot derive any claims for damages from such delays.
6. Test methods, acceptance
a) Should the purchaser require that the necessary tests are carried out by L+S Präzisionsguß GmbH, he must notify L+S Präzisionsguß GmbH before conclusion of the contract. The nature and extent of the tests shall be agreed upon in writing at or before the time of conclusion of the contract.
b) Shall the purchaser require an acceptance of goods, the scope and conditions of the acceptance must be specified in writing at or before the time of conclusion of the contract. The acceptance shall be carried out at the expense of the purchaser immediately upon notification of acceptance in the delivery area. Shall the acceptance not be successful or not be made on time or complete, L+S Präzisionsguß GmbH is entitled to dispatch the goods or to store them at the cost and risk of the purchaser; the goods shall be deemed as accepted in this case.
7. Mass, weights, quantities
a) Mass, weight and quantity deviations within the scope of commercial tolerances, relevant DIN or other technical regulations as well as within the framework of casting technology requirements are permitted and shall not be deemed to constitute a defective delivery.
b) The calculation is based on the delivery weights and quantities determined by L+S Präzisionsguß GmbH.
8. Packaging and loading equipment
a) Insofar as this is necessary for the delivery at the discretion of L+S Präzisionsguß GmbH, L+S Präzisionsguß GmbH packs the goods in a standard commercial manner at the expense of the purchaser.
b) At the request of L+S Präzisionsguß GmbH, packaging materials and package items are to be returned by the purchaser free of charge within 14 days from receipt of the return request; the purchaser shall receive a credit note in an amount equal to the reuse value.
c) Should goods be shipped in containers, pallets and tubs, which are the property of L+S Präzisionsguß GmbH and identified as such, they are to be returned by the purchaser free of charge and without a special request within 14 days.
d) Should the return periods for packaging material be exceeded, the purchaser is obliged to pay 25% of the value of the packaging material used to L+S Präzisionsguß GmbH for each commenced cycle (10-day period). The return period shall be deemed to have been met if the packaging material has been handed over to the carrier or forwarder before expiration of the delivery period.
e) Should the purchaser be responsible for a loss of packaging materials, he is to remunerate L+S Präzisionsguß GmbH for the replacement costs.
9. Shipping and transfer of risk
a) The shipping and transport of the goods remains at the expense and risk of the purchaser.
b) The risk shall transfer to the purchaser upon dispatch of the goods at the latest; even if partial deliveries are made or if L+S Präzisionsguß GmbH warrants other services, such as shipping costs or the delivery itself. At the explicit written request of the purchaser, L+S Präzisionsguß GmbH will insure the consignment against theft, breakage, transport, fire and water damage as well as other insurable risks at the expense of the purchaser.
c) Shall the delivery be delayed as a result of circumstances which the purchaser is responsible for, the risk with the readiness for delivery shall transfer to the purchaser. L+S Präzisionsguß GmbH is obliged, at the request and expense of the purchaser, to take out the insurance policies requested by the purchaser. The purchaser shall reimburse L+S Präzisionsguß GmbH for the costs arising from the storage of the goods that are ready for delivery.
d) Delivered goods are to be accepted by the purchaser, even if they show insignificant defects.
e) Should the purchaser be in default with regard to the acceptance of goods, L+S Präzisionsguß GmbH is entitled to withdraw from the contract and/or to demand compensation for damages after the expiration of an additional period of 14 days.
f) In the event of damages or loss of goods, the purchaser shall immediately instruct the carrier to make a statement of facts. In the event of damage, the purchaser shall immediately provide L+S Präzisionsguß GmbH with the proper evidence of transport damage.
10. Payment terms
a) The remuneration of L+S Präzisionsguß GmbH is due and payable upon provision of the delivery/services and upon receipt of the invoice by the purchaser. Payments must be made within 30 days of receipt of invoice and should be made in full. In the event of payments being made within 14 days from receipt of invoice, L+S Präzisionsguß GmbH will grant a cash discount of 2% from the total invoice amount, provided that at the time of payment all other invoices issued by L+S Präzisionsguß GmbH, and received by the purchaser, have been fully settled. The discount deduction is granted by L+S Präzisionsguß GmbH after receipt of the total invoice amount by means of a credit note or by immediate settlement with remuneration for other goods yet to be delivered.
b) Employees of L+S Präzisionsguß GmbH are entitled to receive payments on its behalf only upon presentation of a corresponding written collecting power.
c) The purchaser is not entitled to set off against payment claims of L+S Präzisionsguß GmbH, unless his claims are legally established or undisputed. The purchaser is entitled to refuse performance or retention rights only to the extent that they are based on the same contractual relationship.
d) L+S Präzisionsguß GmbH accepts discounted or properly taxed bills as well as cheques for the sole purpose of fulfillment and only if this has been previously and explicitly agreed. Any expenses and costs hereby incurred, such as discount charges, bill of exchange charges, etc. shall be borne by the purchaser. Credit notes against bills of exchange and cheques issued are subject to receipt discounting the expenses and costs at the value on the day on which L+S Präzisionsguß GmbH can access the exchange value.
e) In the event of a delay in payment, the purchaser shall pay default interest in the amount of credit costs calculated by banks, but not less than the default interest of 10%.
f) Should the solvency of the purchaser deteriorate during the period from the date of contract conclusion to the date of delivery or should L+S Präzisionsguß GmbH become subsequently aware that there are reasonable concerns about the purchaser’s ability to pay, L+S Präzisionsguß GmbH is entitled to demand immediate payment of all outstanding invoices and receivables before the agreed payment dates, to carry out outstanding deliveries only against advance payment or security deposits, to demand immediate payment of the services rendered and reimbursement of the incurred costs for goods under progress and for finished goods not yet delivered; to withdraw from the contract irrespective of any claims for damages, to demand the immediate payment of bills of exchange even before the end of the due period, on the basis of the title reservation agreed by the purchaser under clause 11 below, to prohibit the further sale and processing of the delivered goods and to demand their return or the transfer of the current inventory of delivered goods at the expense of the purchaser, as well as to revoke the authorization granted to the purchaser pursuant to clause 11. f) of these terms and conditions; in this case, the purchaser irrevocably authorizes L+S Präzisionsguß GmbH to enter his business and to collect the delivered goods; repossession of goods will only entail a withdrawal from the contract by L+S Präzisionsguß GmbH only if this is explicitly stated.
11. Title retention
a) All delivered goods remain the property of L+S Präzisionsguß GmbH (retained goods) until all outstanding claims arising from the business relationship with the purchaser are settled. This reservation refers to the acknowledged balance. In the event of an agreed bill of exchange or cheque, the right of retention extends to the redemption of the bill of exchange/cheque accepted by L+S Präzisionsguß GmbH and does not dissolve as a result of the credit note issued of the received bill of exchange/cheque by L+S Präzisionsguß GmbH. The reservation shall also apply if the purchaser settles payments for specifically designated claims.
b) Any treatment and processing of the retained goods by the purchaser shall be carried out by L+S Präzisionsguß GmbH as being the manufacturer and as defined by § 950 BGB without having any obligation to L+S Präzisionsguß GmbH. The treated or processed goods shall be considered to be retained goods as defined by clause 11. a) of these terms and conditions. In the event of processing, combination and mixing of the retained goods with other goods by the purchaser, L+S Präzisionsguß GmbH reserves the right to co-ownership of the newly created item in proportion of the invoice value of the retained goods to the invoice value of the other used goods. Should L+S Präzisionsguß GmbH’s reservation of title be dissolved by combination or mixing of goods, the purchaser of L+S Präzisionsguß GmbH transfers the ownership of the new stock or the new item to the extent of the invoice value of the delivered retained goods or free of charge to L+S Präzisionsguß GmbH. The subsequently arising co-ownership rights shall be considered as retained goods as defined by clause 11. a) of these terms and conditions.
c) The purchaser is entitled at any time to sell the retained goods under normal commercial transactions under his normal business conditions as long as he is not in delay of payment with L+S Präzisionsguß GmbH and as long as the claims resulting from the resale are transferred to L+S Präzisionsguß GmbH pursuant to the conditions under clause 11. d) and e). He is not authorized to make other reservations about the retained goods.
d) The claims by the purchaser from the resale of the retained goods are already assigned to L+S Präzisionsguß GmbH. They serve to the same extent as security of the claims of L+S Präzisionsguß GmbH and of the retained goods.
e) Should the retained goods be sold by the purchaser together with other goods not delivered by L+S Präzisionsguß GmbH, the assignment of claim from the resale only applies to the invoice value of the retained goods being sold. In the event of sale of goods in which L+S Präzisionsguß GmbH is entitled to co-ownership shares pursuant to section 11 b) of these terms and conditions, the assignment of claims shall be equivalent to the respective value of such co-ownership shares.
f) The purchaser is entitled to, until revocation, collect claims arising from the sale pursuant to section 11 c) and d) of these terms and conditions. L+S Präzisionsguß GmbH is entitled to revoke the claims as soon as the purchaser fails to fulfill his payment obligations accordingly. The purchaser is not entitled to assign these claims. Upon request, the purchaser is obliged to inform his customers immediately of the claim assignment to L+S Präzisionsguß GmbH and to provide L+S Präzisionsguß GmbH with all necessary information and documentation for collection purposes.
g) Should the value of the existing security exceed the total value of the secured claims by more than 10%, L+S Präzisionsguß GmbH is obliged to release the securities at its own discretion.
h) The purchaser shall notify L+S Präzisionsguß GmbH immediately of any access to goods delivered under title retention or to assigned claims by third parties.
12. Defects of goods, warranty
a) L+S Präzisionsguß GmbH guarantees the defect-free production of the delivered parts in accordance with the agreed technical delivery specifications. The date of transfer of risk is decisive for the contractual condition of the goods.
b) The warranty period is 12 months. This does not apply if the purchaser is deliberately deceived by a defect or if the defect was deliberately concealed from the purchaser; in this case, the warranty periods shall be governed by statutory provisions. The same applies if L+S Präzisionsguß GmbH has warranted a specific quality guarantee for the goods and for the scope of this guarantee. The warranty period for defects of supplementary performance also ends with the expiration of the original warranty period of the defected goods.
c) Defects must be notified in writing immediately upon receipt of the goods at the agreed destination point, without undue delay after discovery of the defect, but at the latest within 6 months after transfer of risk.
d) In the event of agreed acceptance pursuant to section 6 b) of these terms and conditions, the subsequent notification of defects that could have been determined by the agreed type of acceptance is excluded.
e) The purchaser should give L+S Präzisionsguß GmbH an opportunity to verify the notified defects. In urgent cases, L+S Präzisionsguß GmbH must be immediately notified of the defects in order to avoid the risk of operational safety or to prevent disproportionate damage to the purchaser. Disputed goods must be returned to L+S Präzisionsguß GmbH upon request. L+S Präzisionsguß GmbH shall bear the costs for the return of the goods in case of justified and timely defect complaint. After determining the defects, the purchaser is not entitled to make any changes to the goods without the prior written consent of L+S Präzisionsguß GmbH.
f) L+S Präzisionsguß GmbH is entitled to repair the defect in the event of justified and timely defect complaint by means of a free repair or a replacement. In the event of a replacement, the defective goods must be returned to L+S Präzisionsguß GmbH. If the defect cannot be repaired or if the rectification or replacement is deemed to be unsuccessful, the purchaser may, at his own discretion, demand a reduction in the remuneration or withdraw from the contract. An unsuccessful supplementary performance shall be deemed to have occurred if the rectification or replacement is not possible, if the part is unreasonably delayed by L+S Präzisionsguß GmbH, if there is justified doubt about the chances of success or if it is deemed unacceptable for other reasons.
13. Liability of L+S Präzisionsguß GmbH
The liability of L+S Präzisionsguß GmbH for damages for breach of contractual or non-contractual obligations shall be limited to damages resulting from gross negligence or willful breach of duty by L+S Präzisionsguß GmbH and/or its legal representatives or vicarious agents. The limitation of liability pursuant to the preceding sentence 1 shall not apply to damages resulting from injury to life, limb or health, or to damages which are based on the violation essential contractual obligations (cardinal obligations); in particular those obligations that could jeopardize the purpose of the contract as far as the Product Liability Act is applicable.
14. Liability of the purchaser
a) The purchaser is responsible, in particular with regard to the appropriate construction and taking into account safety regulations and the applicable legal provisions, for the selection of the material and the necessary test methods, for the accuracy and completeness of the technical delivery specifications and for the technical documentation and drawings supplied by L+S Präzisionsguß GmbH, as well as for the execution of the production facilities provided; including where amendments are suggested by L+S Präzisionsguß GmbH and approved by the purchaser. In addition, the purchaser is entitled to ensure L+S Präzisionsguß GmbH that, on the basis of his information, no intellectual property rights or other rights of third parties are infringed.
b) Should L+S Präzisionsguß GmbH be used by a third party for compensation of damages and should the cause for this fall within the responsibility of the purchaser, the purchaser is obliged to exempt L+S Präzisionsguß GmbH from these claims.
c) Should the purchaser cancel the contract, he is to compensate any work in progress and services rendered by L + S Präzisionsguß GmbH up to this point in time and refund L+S Präzisionsguß GmbH for the expenses incurred up until then.
15. Order-related production equipment
a) Order-related production equipment such as models, templates, core boxes, casting tools, fixtures and control calibers, which are supplied by the purchaser, are to be sent to L+S Präzisionsguß GmbH free of charge. L+S Präzisionsguß GmbH shall only check the conformity of the production equipment supplied by the purchaser within the contractual specifications or the drawings or samples submitted to L+S Präzisionsguß GmbH only if this has been explicitly agreed in writing. L+S Präzisionsguß GmbH is allowed to modify production equipment supplied by the purchaser if this appears to be necessary for technical casting reasons and if the work piece is not modified as a result.
b) The purchaser bears the costs for the modification, maintenance and replacement of his production equipment.
c) L+S Präzisionsguß GmbH will treat and store production equipment with the same care and under the same conditions as applied to its own property. L+S Präzisionsguß GmbH is not obliged to take out an insurance policy. Production equipment supplied by the purchaser and no longer required by L+S Präzisionsguß GmbH may be returned to L+S Präzisionsguß GmbH at the cost and risk of the purchaser or if the purchaser fails to comply with the demand for collection within a reasonable period.
d) Order-related production equipment, which is manufactured or procured by L+S Präzisionsguß GmbH on behalf of the purchaser, shall remain the property of L+S Präzisionsguß GmbH even after invoicing of the corresponding costs. They are kept by L+S Präzisionsguß GmbH for a period of 3 years after the last casting.
e) The purchaser can only assert claims against copyright or industrial property rights against L+S Präzisionsguß GmbH, if and to the extent that L+S Präzisionsguß GmbH makes a written reference to the existence of such rights and explicitly reserves these rights.
f) In the event that the use of production equipment by the purchaser or equipment produced by him under request from L+S Präzisionsguß GmbH is rejected, the purchaser must either supply new production equipment or bear the costs for replacement thereof.
g) Parts to be cast by L+S Präzisionsguß GmbH must be supplied by the purchaser in the correct dimensions and in perfect condition. Parts that can no longer be used because of production defects shall be replaced by the purchaser free of charge.
16. Data protection and copyright protection by L+S Präzisionsguß GmbH
a) The personal data necessary for the execution of this contract shall be processed by L+S Präzisionsguß GmbH in compliance with legal provisions. The purchaser agrees to the storage and processing of data for the purpose of implementing this contract.
b) The purchaser may use cost estimates, documentation and drawings, as well as any constructive services and recommendations for the design and production of cast parts provided by L+S Präzisionsguß GmbH for contractual purposes only; and without the express written consent of L+S Präzisionsguß GmbH it can neither be made accessible to third parties nor be the subject of publications.
17. Fulfillment and jurisdiction
a) The place of fulfillment for payments is the supplier’s bank and for all other obligations the place of delivery.
b) Exclusive court of jurisdiction for disputes arising out of or in connection with this contract is Leipzig, also for legal proceedings related to bills of exchange or cheques. Notwithstanding the preceding sentence, L+S Präzisionsguß GmbH is, however also entitled to sue the purchaser at his general court of jurisdiction.
18. Applicable law, contractual language
a) The law of the Federal Republic of Germany shall apply exclusively to all legal relations between the purchaser and L+S Präzisionsguß GmbH.
b) The contract language is German.
19. Final provisions
Should individual provisions of these delivery and payment terms be or become in whole or partially invalid or unfeasible, the validity of the remaining provisions shall remain unaffected. Should any provision in this agreement be found to be invalid or unfeasible, other provisions of this agreement will remain fully effective and the parties will be bound by obligations that come as close as possible to the effect of the invalid or unfeasible provisions, had they been aware of the invalidity or unfeasibility beforehand. A loophole shall be filled through a supplementary interpretation of contract and a provision, which comes as close as possible to the business purposes pursued by both parties upon contract conclusion, as long as it is not invalid or unfeasible.
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