Terms of business

General terms and conditions of business

the company LWS GmbH Lechner Werkzeug Service

 

§ 1

General Scope

1. These terms and conditions apply to all current and future business relationships with our company.

2. Differing, conflicting or supplementary general terms and conditions will not become part of the contract, even if we are aware of them, unless we expressly agree to their validity in writing. Provisions that override the above provision are mutually agreed to as invalid between us and the customer.

§ 2

conclusion of the contract / content of the contract

1. Our offers, price lists, advertising or similar are non-binding and merely represent an invitation to the customer to submit a contractual offer in the legal sense. The same applies to advertising, cover letters, offers, advertisements and similar.

2. By placing an order, the customer makes a binding declaration to order the delivery/service. We are entitled to accept the contractual offer contained in the order within eight weeks of receipt. A contract is only concluded upon our written order confirmation and/or execution of the delivery and/or service by us within the above-mentioned binding period of commitment by our company.

3. The contract is concluded subject to the condition precedent that our suppliers deliver the goods to us correctly and on time without any defects. The customer will be informed immediately of any unavailability of the service. Any consideration will be refunded immediately if it has already been paid to us.

§ 3

Delivery

1. Delivery dates agreed with the customer are generally non-binding. If binding delivery periods are expressly agreed in exceptional cases, these begin when the customer receives the order confirmation, provided that the customer has provided all the necessary preliminary services.

2. Any binding delivery deadline is deemed to have been met when the goods are made available for dispatch by us and the shipping notification is received by the customer. Proof of dispatch of the shipping notification is deemed to have been provided when we provide proof of dispatch.

3. We are expressly permitted to make partial deliveries and to issue advance and/or interim invoices in this regard.

4. If framework supply agreements with individual call-offs have been agreed with the customer, the customer is obliged to call off the total quantity agreed for the calendar year within the current calendar year. In the event that the customer does not do this, we are nevertheless entitled to invoice the agreed quantity in full and to invoice the customer.

§ 4

risk assumption

1. Any risk associated with the delivery is transferred to the customer upon notification that the goods are ready for dispatch. Our services and deliveries are always dispatched at the customer's expense and risk, even if freight-free delivery has been agreed.

§ 5

purchase obligation

1. If the customer is more than 10 days late in accepting the goods after we have made them available, we are entitled to withdraw from the contract after setting a grace period of a further 10 days and/or to demand compensation for non-performance and/or to claim damages from the customer for delay, in particular storage costs. Setting a grace period is not necessary if it would be impossible for the customer to accept the goods within a possible grace period and/or if the customer has refused to accept the goods.

§ 6

excess / shortfall quantities

1. We are entitled to deliver to the customer excess or short quantities of up to 10% of the ordered delivery within the scope of the order. Such a delivery is considered to be contractual fulfillment.

§ 7

prices

1. The agreed price is binding for us for 2 months.

2. For contracts with delivery times of more than two months from the conclusion of the contract, we are entitled to increase our prices in proportion to the actual cost increases compared to the time of conclusion of the contract due to increases in wage costs and/or energy prices and/or material prices, based on the affected delivery components. If the increases amount to more than 25% of the originally agreed price, the customer has the right to terminate the contract for the part of the contract affected by the price increases.

3. Payment must be made within the invoice period by irrevocable transfer.

4. The customer only has the right to set off if his counterclaims have been recognised by us or have been legally established. The customer only has the right to withhold payment if his counterclaim is based on the same contractual relationship with us.

5. We have the express right to issue advance payment invoices or interim invoices. If the customer defaults on payment of these invoices, we are entitled to refrain from providing our services and/or deliveries for the period of delay. If the customer fails to meet his payment obligations within the deadline despite a written request setting a deadline, we are entitled to withdraw from the contract and invoice the customer for any lost profits.

§ 8

Force Majeure / Prevention

1. In the event of force majeure, in particular pandemic events, the effects of industrial disputes, other unforeseen events, supply chain interruptions, delayed delivery or impossibility of delivery by subcontractors, armed conflicts and other cases of force majeure, our obligation to deliver and/or provide services on time shall no longer apply and the respective deadline, if such has been agreed, shall be extended accordingly by the event that has occurred. If the event lasts more than one month, we are expressly entitled to withdraw from the contract without this giving rise to any claims by the customer.

§ 9

retention of title

1. We reserve title to all delivered items until we have received all payments from all business relationships with the customer.

2. If the customer resells delivered goods that are our property or co-ownership, the customer hereby assigns to us his claims for compensation against the third party for as long as the retention of title exists. We expressly accept this assignment. The customer is entitled to collect the assigned claim. We can revoke this authorization at any time if there are reasons that, in our opinion, cast doubt on the creditworthiness and/or insolvency and/or contractual loyalty of the contractual partner, in particular if due invoices of any kind are not paid within the payment deadlines. On request, the customer must inform us of the assigned claims and the full address, as well as the status of the third party's claims and provide all information required for collection, hand over the associated documents and inform the third party of the assignment.

3. We expressly undertake to release all securities to which we are entitled at the customer's request if the value of our securities exceeds the claims to be secured by more than 20% (market value). In this case, we will release securities at the customer's request until the value of the securities does not exceed the claims to be secured by more than 20% (market value).

§ 10

warranty

1. The warranty period on our part is limited to one year from the transfer of risk of the goods. Within this warranty period, the customer is entitled to have any defects remedied in the form of repair or replacement at our discretion within a reasonable period of time.

2. The customer is obliged to inspect the goods immediately for all deliveries, including partial deliveries. All defects, including quantity discrepancies and/or incorrect deliveries, must be reported in writing within one week at the latest, but in any case before any further sale or independent use, insofar as they are or would have been apparent during a proper inspection. The statutory obligations pursuant to Section 377 of the German Commercial Code (HGB) remain expressly unaffected by this and are deemed to have been effectively agreed between the customer and the supplier.

3. Claims by the customer for expenses required for the purpose of subsequent performance are excluded to the extent that the expenses increase because the object of the delivery was subsequently moved to another location or the object of the delivery was incorporated into other objects. This exclusion does not apply if the connection corresponds to the use that was communicated in writing from the outset.

4. We are entitled to choose whether we carry out the subsequent performance requested by the customer by means of repair or new delivery, insofar as this is reasonable for the customer. In this respect, the customer is obliged to give us the opportunity to carry out subsequent performance up to three times within a reasonable period of time if subsequent performance fails before further rights can be asserted.

§ 11

customer specifications

To the extent that the customer provides our company with specifications for our services, our services and deliveries that meet the specifications are agreed to be approved by the customer as being free of defects.

 

§ 12

data protection

1. We are expressly entitled to store the customer data obtained within the scope of the business relationship in accordance with the provisions of the Federal Data Protection Act.

2. In addition, we are entitled to use customer data for commercial purposes, in particular for our own marketing measures, circulars, mailings, etc. We will not pass on data to third parties unless this is necessary for the performance of the contract within the framework of the contractual relationship.

The customer is entitled to revoke the aforementioned permission at any time.

 

§ 13

subcontractors

We are expressly entitled to commission subcontractors to fulfil our obligations under the contract with the customer and to pass on any information required for this purpose to them.

 

§ 14

intellectual property rights

1. The customer guarantees us that all specifications, documents, etc. provided by the customer do not infringe any third-party property rights, whether of a contractual or legal nature. In this respect, the customer fully indemnifies us against any claims by third parties due to such infringements with regard to the associated costs and claims.

 

§ 15

limitation of liability

1. In the event of a slightly negligent breach of duty, our liability is limited to the direct and anticipated damage that is foreseeable and typical for the contract based on the type of delivery or service. This also applies to slightly negligent breaches of duty by our legal representatives or vicarious agents.

2. If the customer is an entrepreneur, our liability for slight negligence is expressly excluded.

3. In the case of damage that is not caused by the delivery and/or service itself, we are only liable - for whatever legal reasons - in the event of intent, gross negligence, culpable injury to life, body and/or health, defects that were fraudulently concealed or whose absence was guaranteed, defects in the delivery item, insofar as we are liable under the Product Liability Act for personal injury and property damage to privately used items. In the event of culpable breach of essential contractual obligations, we are also liable for gross negligence and slight negligence. In the latter case, liability is limited to the damage that is typical for the contract and can be reasonably foreseen.

4. Furthermore, our liability to the customer is limited, regardless of the legal basis, to a maximum amount of 20% of the scope of delivery of the contract from which the damage directly results, per year and per damage event, unless liability beyond this exists under mandatory, non-waivable law.

§ 16

Subject to change of delivery and service

We are entitled to make technical changes to our delivery and service as well as changes in design, colour and/or weight within reasonable limits during the provision of our delivery/service, provided that the customer's interests are not unreasonably impaired by this technical change.

 

§ 17

final provisions

1. The place of performance is the registered office of our company.

2. The place of jurisdiction is the court having jurisdiction for us if the customer is an entrepreneur.

3. No side agreements have been made between customers and suppliers and can only be made in writing. Any deviation from the written form requirement can only be agreed in writing. Any implied deviation is therefore expressly excluded.

§ 18

severability clause

Should individual provisions of this contract be invalid, partially invalid or unenforceable, this shall not affect the validity of the remaining provisions. In place of the invalid, partially invalid or unenforceable provision, the parties agree to provide a provision that comes closest to the meaning and purpose of the invalid, partially invalid or unenforceable provision. Should the parties not reach such an agreement, the invalid, partially invalid or unenforceable provision shall be replaced by the statutory provision that comes closest to the meaning and purpose of the invalid, partially invalid or unenforceable provision, at the request of the parties.