General terms and condition of sale for LÄPPLE Automotive GmbH
Teublitz site: LÄPPLE Automotive GmbH
Heilbronn site: LÄPPLE Automotive GmbH
1) Validity
a) Unless alternative agreements have been confirmed in writing, the following conditions shall apply exclusively. Any deviating terms and conditions of purchase do not form part of the contract, even if accepted and implemented. The buyer's terms and conditions of purchase will similarly not be recognised even if we do not expressly reject these conditions following receipt at our site. a) Unless alternative agreements have been confirmed in writing, the following conditions shall apply exclusively. Any deviating terms and conditions of purchase do not form part of the contract, even if accepted and implemented. The buyer's terms and conditions of purchase will similarly not be recognised even if we do not expressly reject these conditions following receipt at our site.
a) Unless alternative agreements have been confirmed in writing, the following conditions shall apply exclusively. Any deviating terms and conditions of purchase do not form part of the contract, even if accepted and implemented. The buyer's terms and conditions of purchase will similarly not be recognised even if we do not expressly reject these conditions following receipt at our site.
b) Our quotations are subject to change. Verbal agreements, assurances, representations and warranties from our employees in connection with the contract shall only be binding following our written confirmation.
c) Documents, illustrations, drawings, weights and measurements included in the quotation are approximate only, unless expressly designated as binding. We retain ownership and copyright of cost estimates, drawings and other documents; they are not permitted to be made available to third parties. We are required to only share plans designated by the buyer as confidential to third parties only with they buyer's consent.
d) "Buyer" within the meaning of these terms and conditions is also the "ordering party" in site contracts
2) Prices
a) Unless otherwise agreed, prices are ex works, excluding packing and loading.
b) If costs or other external costs included in the original price change more than eight weeks after the contract is concluded, or if new costs arise, we shall be entitled to make price changes as appropriate.
c) For subcontracted work, the price shall be calculated based on the volume delivered to us.
d) Payment of costs for tools shall not confer any right to the tools themselves on the part of the buyer. These tools shall remain our property, without prejudice to any claims by the buyer.
3) Payment and settlement
a) Unless otherwise agreed or stated on our invoices, payment shall be made in such a way as to ensure that we have access to the funds on the due date, with no deductions, in particular with no discounts applied. The costs of payment shall be met by the buyer. A right of retention and authority to offset claims shall be permitted to the buyer only insofar as his claims are undisputed or legally established.
b) The buyer will be in default if he does not pay within 10 days after the due date and receipt of the invoice / statement or receipt of the services.
c) If after the conclusion of the contract it becomes clear that our claim to payment may be jeopardised due to a deterioration in the financial situation of the buyer, we shall be entitled to the rights under Section 321 of the German Civil Code (defence of uncertainty). We shall also be entitled to claim repayment of any statute-barred claims under the current business relationship with the buyer. Otherwise the defence of uncertainty extends to all other outstanding deliveries and services arising from the business relationship with the buyer,
d) An agreed discount applies only to the invoiced value, excluding freight and requires full payment of all amounts due by the buyer at the time when the discount is applied.
4) Execution of deliveries, delivery times and dates
a) Our delivery obligation shall be subject to correct and punctual delivery to us, unless the incorrect or late delivery is due to a fault of ours.
b) Information on delivery times is approximate. Delivery periods begin on the date of our order confirmation and are subject to the timely clarification of any details of the contract and on-schedule fulfilment of all obligations of the buyer, such as to produce all official certifications, provide letters of credit and guarantees or provision of payments.
c) Dispatch from the factory or warehouse is the decisive factor for the observance of delivery periods and delivery deadlines. They shall be regarded as valid on notification of readiness for shipment if the goods cannot be dispatched on time through no fault of ours.
d) If there is a delay in delivery or pick-up on for reasons that the buyer is responsible for, the buyer shall bear the costs of storage and the risk of accidental loss.
e) Events of force majeure shall entitle us to postpone deliveries for the duration of the hindrance, and to delay the delivery for a reasonable time. This shall apply even if such events occur during an existing delay. Acts of God include currency-related, political and other government action, strikes, lockouts, operational interruptions not caused by us (e.g. fire, machine and tool breakage, raw materials or power cuts), obstruction of traffic routes, delays in import / customs clearance and all other circumstances, which, without being caused by us, make it difficult or impossible to delivery goods and provide services. If as a result of the aforementioned events, it becomes untenable for one of the contractual partners to implement the contract, that party shall be entitled to withdraw from the contract. No counter-claims shall be valid in the event of withdrawal.
5) Unloading
a) The buyer shall unload immediately and properly. If we assist in the unloading process, this shall be without any legal obligation and no liability shall be accepted, except in the event of intentional or gross negligence.
6) Retention of title
a) All goods delivered remain our property (goods subject to retention of title) until all claims, especially any balance payments to which we are entitled in the context of the business relationship (current account retention). This also applies to future and conditional claims, e.g. arising from acceptor bills of exchange as well as if payments are made against on specific claims. The current account retention does not expire until the date of payment in settlement of all outstanding claims registered.
b) Handling and processing of the goods subject to retention is carried out for us as a manufacturer in the context of section 950 of the German Civil Code, with no obligation. The handled or processed goods shall be regarded as goods subject to retention in the spirit of point a). If the retained goods are processed or irreversibly associated with other items that do not belong to us, then we acquire co-ownership on the new item in relation to the value of the goods' invoice value to the other processed mixed goods at the time of processing. If our ownership expires as a result of combining or mixing, the customer shall transfer ownership rights to us now for the new item or product to the level of the invoice value of the retained goods and shall hold them in custody on our behalf at no charge. Our co-ownership rights shall be regarded as retained goods in the context of point 1.
c) The buyer may sell the retained goods only in the ordinary course of business under normal terms and conditions, provided that they have fulfilled their obligations under the business relationship with us and made the relevant payments to us from the resale in accordance with point d). The buyer shall not be entitled to any other dispositions of the retained goods, pledging and assignment for security is not permitted in particular.
d) The claims arising from the resale of the retained goods or for any other legal reason, together with all securities received by the buyer for the debt, have already been assigned to us. We accept this assignment in advance. They shall be used for security to the same extent as the retained goods. If the retained goods are sold by the buyer together with other goods not sold by us, the claim arising from the resale in proportion of the invoice value of the retained goods to the invoice value of the other goods sold shall be transferred to us. In the disposal of goods over which we co-ownership in accordance with point b), a proportion corresponding to our co-ownership portion will be assigned.
e) The buyer shall be entitled to collect receivables from resale. This authorisation to collect receivables shall lapse in the event of our revocation, but at the latest in the event of a delay in payment, non-payment of a bill or request for the opening of insolvency proceedings. We will only make use of our right of revocation if, after the conclusion of the contract, that our payment claim under this contract or other contracts with the buyer is jeopardised by deterioration of the buyer's financial situation. At our written request, the buyer is obliged to inform his customers immediately of the assignment to us and provide us with the documents necessary for collection. Assignment of claims from resale shall not be permitted, unless it is an assignment by way of genuine factoring, which is advised to us, and in which the factoring proceeds exceed the value of our secured claim. When the factoring proceeds are received, our claim becomes due immediately.
f) In the event of any seizure or other interference by third parties, the purchaser shall be informed immediately. The buyer bears all costs necessary to revoke access or to return the retained goods, unless they are being replaced by third parties.
g) If the buyer is late with payment or does not honour a bill when due, we shall be entitled to take back the retained goods and to this end, where appropriate, to enter the premises of the buyer to do so. The same applies if, after the conclusion of the contract, it becomes clear that our request for payment from this or from other contracts with the buyer is jeopardised due to deterioration of the buyer's financial situation. The revocation does not represent withdrawal from the contract.
h) If the realisable value of the existing claims exceeds the secure claims including ancillary claims (interest, costs, etc.) by more than 50% in total, we shall be obliged at the buyer's request to release the corresponding securities of our choice.
i) If the buyer passes assets that are owned by us or owned by third parties and that he has received from us to other parties (e.g. lending of tools to subcontractors, completion or repair of tools), these shall remain property or the property of the third parties as appropriate. These assets must be clearly marked for subcontractors.
7) Quality, dimensions and weights
b) The weight established by us or by our supplier shall apply for the weights. The evidence of the weight shall be provided by production of the weight slip. As far as legally permissible, weights may be determined without weighing according to the standard. The standard additions and subtractions for the steel trade of the Federal Republic of Germany shall remain unaffected (trade weights). Item quantities, bundled quantities, etc. given in the dispatch note are not binding for goods calculated by weight. Unless normally carried out via individual weighing processes, the total weight of the shipment applies in each case. Differences from the calculated individual weights are distributed proportionally.
b) The weight established by us or by our supplier shall apply for the weights. The evidence of the weight shall be provided by production of the weight slip. As far as legally permissible, weights may be determined without weighing according to the standard. The standard additions and subtractions for the steel trade of the Federal Republic of Germany shall remain unaffected (trade weights). Item quantities, bundled quantities, etc. given in the dispatch note are not binding for goods calculated by weight. Unless normally carried out via individual weighing processes, the total weight of the shipment applies in each case. Differences from the calculated individual weights are distributed proportionally.
8) Acceptance procedures
a) If acceptance has been agreed, it can only be carried out at the delivery site or our warehouse immediately after notification of readiness for acceptance. Personal acceptance costs borne by the buyer, all acceptance costs shall be calculated in line with our quotation.
b) If acceptance is not completed on time or not in full, through no fault of ours, we shall be entitled to store the goods at the expense and risk of the buyer and charge for these services.
9) Shipping, transfer of risk, packaging, partial delivery
a) We determine the transport and shipping agent and freight forwarder and carrier.
b) If though no fault of ours, transportation via the intended route or to the designated place at the designated time becomes impossible or significantly more difficult, we are entitled to deliver via a different route or to a different location; the additional costs will be incurred by the buyer. The buyer will be given an opportunity to comment.
c) With the delivery of goods to a forwarder or carrier, at the latest when they leave the warehouse or supply plant, the risk, and that of confiscation of the goods, in all transactions, including deliveries sent free of charge, shall be transferred to the buyer. For collection, the risk passes to the buyer when the goods are made available for collection. When we cannot be responsible for a delay in delivery, all risk is transferred to the buyer on the date of receipt of notification of readiness for shipment to the buyer. If goods are withdrawn for reasons for which we are not responsible, the buyer bears all risk until the goods are received by us. We will obtain insurance only on instruction and at the expense of the buyer. Responsibilities and costs of unloading shall be borne by the buyer.
d) The goods are delivered unpacked and unprotected against rust. If standard practices dictate, we sent the goods packaged. Packaging, protection and / or transport equipment will be taken of by us in line with our experience and at the expense of the buyer. These will be returned to our warehouse. We shall not accept any costs for returning or disposing of the packaging.
e) We shall be entitled to partial deliveries to a reasonable extent.
f) Additional and reduced quantity deliveries of up to 10% of the completed total order amount shall be permissible. The total price shall be adjusted in accordance with the volume. Larger deviations, especially in the warehousing business, shall be permitted if required in the interests of correct materials and supplies and are acceptable to the buyer
g) Flat products shall only be weighed and calculated solely gross for net, unless otherwise agreed.
10) Orders for delivery on call
a) According to the contract, goods notified as ready for dispatch must be collected without delay; otherwise we shall be entitled, after sending a reminder at the expense and risk of the buyer to store and invoice the items immediately at our discretion.
b) In the case of orders for continuous delivery, we are to be notified of calls for delivery and quantities of types for roughly identical monthly quantities, failing which we may determine same at our own discretion
c) If the individual release orders exceed the total contracted quantity, we are entitled but not obliged to supply the excess quantity. We may calculate the additional quantity at the prices valid at the time of the call-off or the time of delivery
11) Defects and warranty
a) The buyer is required to perform an incoming goods inspection in accordance with section 377 of the German Commercial Code. Any defects in the goods shall be reported in writing immediately, however, no later than seven days after delivery/acceptance. Defects which cannot be detected within this period notwithstanding the most careful examination shall be reported in writing immediately after being discovered; the buyer shall immediately cease any operation with the goods after the detection of the defect.
b) After the performance of an agreed inspection of the goods by the Buyer, any complaint with respect to defects that could have been detected during such inspection is excluded.
c) In the case of a justified and timely complaint, we may at our discretion either repair or replace the defective goods (supplementary performance). The place of fulfilment is our company headquarters. If we fail or refuse to remedy the defect, the buyer is entitled to reduce the purchase price or rescind the contract after the stipulation and futile expiration of a reasonable period. In the case of minor defects, the Buyer is entitled only to a reduction of the purchase price. Cancellation of the contract cannot be requested by the buyer if the fault reduces the value or the suitability of the goods supplied by us only insignificantly.
d) All claims under this warranty are excluded, if Buyer does not immediately give us an opportunity to verify the defect and, in particular, fails to furnish the defective goods or samples thereof immediately at our request. If the complaint is justified, we shall be responsible for transportation costs.
e) For supplementary performance, the buyer shall agree with us the required time and opportunity; otherwise we shall be relieved from liability for the consequences resulting therefrom. Only in urgent cases such as endangerment of the operating safety, to ward off unreasonably serious damages - where we must be informed immediately - shall the buyer have the right to rectify the fault himself or have it rectified by third parties and to demand reimbursement of the necessary costs.
f) No warranty claims shall be accepted in the following cases: No guarantee is given for the following cases in particular: unsuitable or improper use, incorrect assembly or operation by the client or third parties, normal wear and tear, incorrect or negligent handling, improper maintenance, unsuitable supplies, defective construction work, unsuitable foundations, chemical, electrochemical or electrical influences, unless the responsibility of the supplier.
g) The seller assumes no liability for the resulting consequences if the seller or a third party provides improper repair. The same applies to modifications carried out without our prior consent to modify the item supplied.
h) The buyer's right of recourse in line with section 478 of the German Civil Code shall remain unaffected.
i) Any advice from us, our employees or representatives, as well as all related information, shall not constitute either a contractual legal relation or an accessory obligation from the contract, with the result that we shall not be liable for any such advising subject to the reserve of explicit written agreements to the contrary.
12) General limitation of liability
a) Claims by the buyer for breach of contractual and non-contractual obligations, in particular due to non-feasibility, delay, liability based on tort shall not be excepted. In particular, we shall accept no liability for damages arising not from the delivered goods themselves, loss of profits or other financial damages of the buyer. Inasmuch as liability exists, our liability shall be limited to foreseeable damages at the time when the contract was concluded.
b) The above limitations shall not apply in case of intent, gross negligence of our legal representatives and executives and in breach of any material contractual obligations. The limitations of liability do not apply in cases of mandatory liability under the Product Liability Act, in case of damage to life, body and health, and even then not, when and if we have fraudulently concealed defects of the item or guaranteed their absence.
c) The statutory provisions on the burden of proof shall remain unaffected.
d) We are not liable for consequential damages to the buyer which have arisen because of third party assets in our possession. However, this risk may be insured by us in individual case, if indicated to us by the buyer in advance. The cost of insurance shall be payable by the buyer.
e) If our liability is excluded or limited, this also applies to our employees, legal representatives and agents.
13) Limitation
a) Unless otherwise agreed in writing, warranty claims of the buyer against us shall lapse one year after delivery of the goods. The period of limitation shall not restart in the case of subsequent performance.
14) Place of fulfilment, jurisdiction and applicable law
a) The place of performance for our deliveries shall be ex works our company headquarters. The jurisdiction shall be our company headquarters or the buyer's headquarters, according to our choice.
b) All legal relationships between ourselves and the Buyer shall be governed by the laws of the Federal Republic of Germany, in particular the German Commercial Code and the German Civil Code. The provisions of the Convention for the International Sale of Goods (CISG) of April 11, 1980 shall be excluded.
End of the general terms and conditions of sale
(date: August 2011) Date: 1.8.2011 Version 1.0 1/9