GTC
General Terms and Conditions - LACONT Umwelttechnik GmbH
1. General information
The following terms and conditions of business and delivery apply exclusively to all our offers, sales, deliveries and services. They shall also apply even if we do not expressly refer to them in subsequent contracts within the framework of an ongoing business relationship. Amendments to these GTC shall also apply to future contracts, unless the parties expressly agree otherwise. The application of the VOB/B is limited to individual agreements and is only applied in the context of construction services that fall under the VOB/B. We shall only be bound by any deviating terms and conditions of the customer if we have expressly agreed to them in writing, waiving our terms and conditions. In particular, our silence with regard to such deviating provisions shall not be deemed to be recognition or consent. Such deviating terms and conditions or counter-confirmations of the customer are hereby expressly rejected.
2. Subject matter of the contract
In addition to the delivery of goods in stock from the current delivery programme, the subject matter of the contract is also the design, manufacture, delivery and assembly of services individually produced for the customer. Our obligation to provide design and assembly work is based on the respective current standards and is set out separately in a list of services, which is attached as part of the individual contract negotiations. All declarations and agreements require our written confirmation to be effective.
3. Consumer right of cancellation
Consumers have a right of cancellation of 14 days for distance selling contracts in accordance with § 312g BGB. This right of cancellation does not apply to goods that have been manufactured according to customer specifications or are clearly tailored to the customer's personal requirements. We would like to point out that the customer is already informed during the ordering process about the expiry of the right of cancellation for such custom-made products.
4. Conclusion of contract, scope of delivery, assurances
a) Verbal offers and verbal orders as well as any verbal commitments made by representatives or vendors require our written confirmation in order to be valid. Should there be a contradiction between our offer documents and the order confirmation, the order confirmation shall take precedence. In the event of immediate delivery by us, however, the written order confirmation may be replaced by our invoice.
b) The scope of performance shall be based on our written confirmation. Any reference to standards, similar technical regulations, other technical information, descriptions of the delivery item, offers and brochures shall only be a description of the service. This also applies to possible guarantees.
c) All information about our products are to be regarded as approximate average values. Deviations customary in the industry (manufacturing tolerances) are permissible, as are excess or short deliveries of up to 10 %. Samples are non-binding visual samples. The quality of the samples is not guaranteed.
d) Obvious errors and mistakes in offers, order confirmations or invoices may be corrected by us. We must reject legal claims based on erroneous information that is in obvious contradiction to our other sales documents.
5. Prices
a) All our quoted prices, including catalogue prices, are subject to change and apply ex works of the manufacturer or ex distribution warehouse, excluding postage, packaging and other shipping costs.
b) For catalogue goods, the prices of the current catalogue shall apply. All previous prices are invalid. The prices refer to the item shown in each case according to the description without decoration. For orders under 130 EUR value of goods we charge a handling fee of 8 EUR. Transport and packaging costs are shown separately on invoices.
c) Our prices are subject to the applicable value added tax. We reserve the right to change prices if there are more than three months between the conclusion of the contract and the delivery date and if there have been demonstrable increases in material or delivery costs. In such cases, we will inform the customer in good time. The prices stated in the current catalogue apply to catalogue goods.
6. Delivery time
a) Scheduled delivery dates and deadlines shall be adhered to to the best of our ability. Delivery dates and deadlines are only binding if they have also been confirmed by us in writing.
b) If we are in default of delivery, the customer may set us a reasonable grace period and withdraw from the contract in whole or in part after its fruitless expiry. Claims for damages due to delayed delivery or non-fulfilment are excluded in the event of slight negligence on our part or on the part of our vicarious agents. This shall not apply in the event of gross negligence or wilful intent. Liability under § 287 BGB is excluded.
c) A delay in delivery within the meaning of the above provisions is excluded if delivery dates cannot be met due to unforeseeable events, such as pandemic-related restrictions or natural disasters. In this case, we are authorised to set new delivery dates and inform the customer.
d) We shall not be in default as long as the customer is in default with the fulfilment of obligations towards us, also from other contracts. This applies in particular to the provision of documents or material.
7. Reservation of self-delivery and cases of force majeure
Force majeure and other hindrances, such as pandemics, official orders or natural disasters, authorise us to extend the delivery deadlines or to withdraw from the contract if these make it impossible to provide the service. Force majeure is equivalent to strikes, lockouts and operational hindrances through no fault of our own, e.g. due to fire, water and machine damage.
a) If we do not receive deliveries from our (upstream) suppliers, do not receive them correctly or do not receive them on time - without us being responsible for this - or if events of force majeure occur, we shall be entitled to postpone the deliveries for the duration of the hindrance or to withdraw from the contract in whole or in part due to the part not yet fulfilled.
b) If a delivery date or a delivery period has been bindingly agreed and if the agreed delivery date or the agreed delivery period is exceeded by more than 6 weeks due to the aforementioned events, the customer shall also be entitled to withdraw from the contract due to the part not yet fulfilled, without this giving rise to any claims for damages against us.
c) Partial deliveries are permissible to a reasonable extent.
8. Transfer of risk and acceptance
a) All risk shall pass to the customer when the goods to be delivered are handed over to the forwarding agent or carrier, but at the latest when they leave the factory. Any liability for the transport of the goods is excluded, unless otherwise agreed by individual agreement.
b) Transport shall always be at the customer's risk, even if the goods are to be delivered carriage paid by us on the basis of a special agreement. The ordered goods must be accepted immediately. If we accept delivery, the means of transport and the transport route shall be chosen at our discretion, if and insofar as no special instructions have been issued by the customer. Delivery shall be free kerbside, without unloading and transport.
c) If the customer does not accept deliveries on time or if dispatch is delayed due to circumstances for which the customer is responsible, we shall be entitled to demand payment of the purchase price after setting and expiry of a grace period of 3 working days. Instead, we may also withdraw from the contract after expiry of the grace period and/or refuse fulfilment and demand compensation. If the dispatch of the delivery is delayed for reasons for which the customer is responsible, the transfer of risk shall take place upon notification of readiness for dispatch to the customer. Storage costs after the transfer of risk shall be borne by the customer.
9. Notification of defects, warranty, limitation of liability
a) The customer or the recipient designated by him must inspect the goods immediately upon receipt. Obvious defects must be reported to us in writing within 14 days. Otherwise, the goods shall be deemed to have been approved, unless the defects are defects that only become recognisable later. Decisive for the contractual condition of the goods is the time of handover of the goods to the forwarding agent or carrier, at the latest the time of leaving the factory.
b) In the event of justified complaints, we shall be obliged, at our discretion, either to deliver fault-free goods or to rectify the defect free of charge.
c) If we fail to fulfil our obligation to rectify the defect or to deliver replacement goods free of defects, the customer may withdraw from the contract after setting us a reasonable grace period.
In principle, several attempts at rectification are permissible unless the customer claims that this is unreasonable for him or if rectification or replacement delivery is impossible. We do not recognise any claims that go beyond this; in particular, we do not provide compensation for the installation and removal of spare parts, for operational disruptions and the like.
All warranty claims not expressly conceded as well as claims for damages of any kind regardless of the legal basis, in particular claims for compensation for damage that does not occur directly to the delivery item, are excluded.
d) If the customer does not give us the opportunity to convince ourselves of the defect, in particular if he does not immediately make the rejected goods or samples thereof available upon request, all claims for defects shall lapse.
e) We accept no liability for damage resulting from unsuitable or improper use or unauthorised modifications to the goods by the customer.
f) Warranty claims against us shall expire at the latest 1 year after delivery of the goods to the customer or the place of delivery specified by the customer; this shall not apply to an item that has been used for a building in accordance with its normal use and has caused its defectiveness.
g) If the final purchaser of the goods in the supply chain is a consumer, the customer shall be entitled to recourse in accordance with the statutory provisions of § 478 BGB (German Civil Code) under the further conditions of § 377 HGB, but shall only be entitled to claims for damages and reimbursement of expenses in accordance with the provision in No. 9 (a), (b), (c).
h) None of the above warranty provisions shall apply to contracts and orders placed by consumers. In relation to consumers, our warranty shall be governed by the statutory provisions.
a) Liability
a) Insofar as the above clauses or mandatory statutory provisions do not contain any deviating provisions, any claim by the customer for damages, regardless of the legal grounds, is excluded, unless we, our executives and vicarious agents are guilty of intent or gross negligence.
The exclusion of liability applies to all types of damage, such as personal injury, property damage and financial loss.
In the event of simple negligence, we shall only be liable if this is provided for by the relevant statutory regulations.
b) Our general exclusion of liability shall also apply if the delivered goods cannot be used by the customer for their intended purpose as a result of omitted or faulty execution of suggestions, advice or other ancillary contractual obligations - in particular instructions for the use of the goods - before or after conclusion of the contract.
c) Furthermore, we are available to the customer to provide information and advice to the best of our knowledge.
d) All claims for damages and reimbursement of expenses, regardless of the legal grounds, shall become time-barred 1 year after the transfer of risk to the customer, in the case of tortious liability from the time of knowledge or grossly negligent ignorance of the circumstances giving rise to the claim or the person liable for compensation. This shall not apply in the case of wilful intent and in the case of an item that has been used for a building in accordance with its normal use and has caused its defectiveness. Any shorter statutory limitation periods shall take precedence.
e) None of the above liability provisions shall apply to contracts and orders placed by consumers. In relation to consumers, our liability shall be governed by the statutory provisions.
10. Retention of title
a) The delivered goods shall remain our property (reserved goods) until all claims arising from the business relationship with the customer have been fulfilled in full. In the case of current accounts, the reserved property shall serve as security for our balance claim. This shall also apply if payments are made for specially designated claims. If we enter into contingent liabilities in connection with a delivery, the retention of title shall only expire after the final cancellation of all obligations entered into.
b) The pledging or transfer by way of security of goods subject to retention of title to third parties is excluded. In the event of seizure or other impairment of our rights by third parties, the customer must expressly draw attention to the retention of title and expressly notify us.
c) If the delivered goods are not connected to a property, the treatment and processing of reserved goods shall be carried out for us as manufacturer within the meaning of § 950 BGB, without obligating us. The processed goods shall be deemed to be reserved goods within the meaning of this provision. If the goods subject to retention of title are processed or combined with other items by the customer, we shall be entitled to co-ownership of the new item in the ratio of the invoice value of the goods subject to retention of title to the invoice value of the other items used (including the goods subject to retention of title). If our ownership expires due to combination or processing in cases other than § 946 BGB, the customer hereby assigns to us the ownership rights to which he is entitled to the new stock or the new item to the extent of the invoice value of the reserved goods. He shall store them for us free of charge. The co-ownership rights existing hereunder shall be deemed to be reserved goods within the meaning of this section.
d) The customer is only authorised to resell or otherwise dispose of the reserved goods as long as the resale takes place in the course of his normal business transactions and as long as he is not in default towards us. The customer hereby assigns to us all claims arising from the resale, including any securities, in the amount of our purchase price claim. In the event that the goods subject to retention of title are sold together with other materials not belonging to us, the assignment of the claim from the resale shall apply in the amount of the value of the goods subject to retention of title. If the customer sells the reserved goods that have been processed with other goods not belonging to us, the assignment shall be in the amount of the value of our co-ownership share.
e) The customer shall be entitled to collect claims from the resale until revoked by us at any time. At our request, he shall be obliged to inform his customers of the assignment made in our favour and to provide us with the information and documents required for collection. In addition, we are also entitled to disclose the assignment to the customer's buyer at the customer's expense.
f) If the customer is in default of payment or otherwise fails to fulfil his obligations arising from the retention of title, we may demand the return of the delivered goods from the customer.
g) The assertion of the retention of title shall only be deemed a cancellation of the contract if we expressly declare this in writing.
h) If the value of the securities existing for us in accordance with the above provisions exceeds the claims by more than 10 % in total, we shall be obliged to release securities of our choice at the customer's request.
11. Provisions
a) Insofar as the customer makes manufacturing or quality specifications or provides materials, he shall bear the responsibility for freedom from defects; this shall also apply to contract work. The materials and technical documents must be delivered in perfect condition in good time and free of charge. Delivered items that do not correspond to the specified values may be rejected. Additional costs and damages incurred by us as a result of the material or documents not being in perfect condition will be charged additionally. If additional operations are required, it shall be assumed that the material provided was not faultless. If items become unusable during processing through no fault of our own, we shall be reimbursed for the costs incurred. If the material becomes unusable through our fault, we shall undertake to repeat the processing on the old piece or a corresponding new piece supplied free of charge; if it is not possible to rectify the defect or provide a replacement, we shall only assume the costs incurred by us until the defect is identified.
Claims for damages and replacement of the material provided, regardless of the legal grounds, are excluded. Chips and other waste shall become our property.
b) We accept no liability for items, services, drawings or documentation provided by the customer, irrespective of whether these have been approved by us and/or have been combined with or used for our deliveries, or for any resulting personal injury, property damage or financial loss.
Liability for gross negligence and wilful intent cannot be excluded. In addition, we are liable within the scope of the statutory provisions for slight negligence if material contractual obligations are breached.
12. Payment
a) Unless otherwise agreed, all our invoices are due and payable within 30 days of the invoice date without deduction, whereby any other statutory due date provisions, except those of the VOB, are hereby expressly waived. Default shall occur automatically after expiry of the 30-day period without the need for a reminder. In the case of larger orders, we are entitled to agree instalment payments. After the due date of the invoice, interest on arrears shall be charged at least at the statutory rate. Further claims arising from default shall not be affected by this.
b) If a customer has given us a direct debit authorisation for the direct debit procedure, our retention of title shall only expire after a right of revocation of the direct debit no longer exists.
c) The customer shall only have a right of retention or set-off with regard to counterclaims that are not disputed or have been recognised by declaratory judgement.
13. Cancellation, withdrawal
a) The contract may be terminated prematurely by us for good cause. Important reasons for premature cancellation include in particular: - cessation of your payments / over-indebtedness
- application for the opening of composition or bankruptcy proceedings or for the bankruptcy of the customer's assets and - voluntary liquidation.
b) In the event of premature termination of the contract, the deliveries / services provided by us up to the time of termination shall be invoiced. We shall receive compensation for unavoidable, necessary costs for the part not performed. We reserve the right to claim further damages.
c) Orders may only be cancelled with our consent and against compensation for the damage incurred by us. If an order is cancelled, we reserve the right to charge cancellation costs for the processed material that can no longer be used elsewhere and for design work already carried out. We reserve the right to claim further damages.
d) Our obligation to deliver presupposes the unconditional creditworthiness of the customer. If justified doubts arise in this respect after acceptance of the order, we shall be entitled to withdraw from the order or to demand security or advance payment. If the debtor is in arrears with an invoice or if circumstances become known which appear to jeopardise our claim, all claims, including current bills of exchange, shall become due for payment immediately.
14. Provision of documents, confidentiality
a) Drawings, models, samples and other documents made available to the customer or produced by us according to the customer's specifications may only be used for the processing of our offer or for the use of the ordered deliveries or services and may not be made accessible to third parties without our prior written consent.
b) Furthermore, the customer shall maintain confidentiality vis-à-vis third parties with regard to all operational processes, facilities, equipment, etc. at our company and our subcontractors that become known to him in connection with our deliveries and services, even after submission of our offers or fulfilment of the order.
15. Place of fulfilment, place of jurisdiction, applicable law
a) The place of fulfilment for all contractual obligations is the registered office of our company. If the customer is a registered trader, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the registered office of our company. However, we are also entitled to sue the customer at his general place of jurisdiction.
b) The law of the Federal Republic of Germany shall apply. The uniform laws on the international sale of goods and the connection of such sales contracts (Hague Sales Convention) shall not apply.
16. Partial ineffectiveness
Should individual provisions of these GTC be invalid, this shall not affect the validity of the remaining provisions. The invalid provision shall be replaced by a valid provision that comes closest to the economic purpose.
The amendment, cancellation or invalidity of individual provisions shall not affect the validity of the remaining provisions. The invalid provision shall be replaced without further ado by a provision that comes as close as legally possible to the economic intent of the invalid clause.
17. Data storage
We process the customer's personal data in accordance with the provisions of the General Data Protection Regulation (GDPR). The data is collected and stored exclusively for the processing of the order, the administration of the customer relationship and the fulfilment of our contractual obligations. The data is stored and processed on the basis of Art. 6 para. 1 lit. b GDPR for the fulfilment of the contract and on the basis of our legitimate interest pursuant to Art. 6 para. 1 lit. f GDPR for customer information about future product offers and services. Customers can request information about their stored data at any time and have the right to rectification, erasure and restriction of processing.