ImprintProduction and sales department /
Accounts department and administration:
LANITZ-PRENA FOLIEN FACTORY GmbH
Am Ritterschlösschen 20
D - 04179 Leipzig
Tel.: +49-341 - 44 23 05 - 0
Fax: +49-341 - 44 23 05 - 99
Bank code: 86080000
Account no.: 177027501
IBAN: DE30 8608 0000 0177 0275 01
Head office: Leipzig
District Court Leipzig: HRB 1678
Managing Director: Siegfried Lanitz
Tax no.: 232/113/00515 tax office Leipzig
VAT identification no.: DE 141501270
General Terms and Conditions of Sale
§ 1 Application
1. These terms and conditions of sale shall apply exclusively. Differing or contrary terms shall not apply except if expressly agreed upon in writing.
2. These terms and conditions of sale shall also govern all future transactions between the parties and shall also apply if we perform delivery despite our knowledge of differing or contrary terms.
3. These terms and conditions of sale shall only apply vis á vis merchants, governmental entities, or special governmental estates within the meaning of sec. 310 para. 1 BGB (German Civil Code).
§ 2 Offer and Acceptance
1. Insofar as the order constitutes an offer within the meaning of sec. 145 BGB we are entitled to accept the offer within two weeks.
2. The purchaser shall be responsible for ensuring the accuracy of the terms of any order submitted by the purchaser, and for giving us any necessary information relating to the goods within a sufficient time to enable us to perform the contract in accordance with its terms.
3. If the goods are to be manufactured or any process is to be applied to the goods by us in accordance with a specification submitted by the purchaser, the purchaser shall indemnify us against all loss, damages, costs resulting from any claim for infringement of any patent, design, trademark, copyright or other intellectual rights of any third party which results from our use of the purchaser’s specification.
§ 3 Prices and Payment
1. Prices are ex works, INCOTERMS 2000 (EXW), exclusive of the respective statutory VAT and exclusive of costs for packaging and freight, except as otherwise expressly agreed upon.
2. The price of the goods shall be our quoted price or, where no price has been quoted, the price listed in our published General Price Lists current at the date of acceptance of the order.
3. We reserve the right, by giving notice to the purchaser at a reasonable time before delivery, to increase the price of the goods to reflect increase in our costs which is due to any factor beyond our control.
4. Quantity discount is given on prices indicated on our net-price-list, not on any kind of special prices. In order to obtain a quantity discount the purchaser has to submit a one package delivery order.
5. Unless otherwise agreed upon in writing, the purchase price is due and payable within 8 days from the date of the invoice with a 2 % cash discount or net within 30 days from the date of the invoice. From the due date interest in the amount of 8% above the respective base interest rate p. a. shall accrue. We reserve all rights to claim further damages for delay.
6. Payment shall be effected by interbank payment transaction only; no cheque or bill of exchange will be considered as fulfillment of the payment obligation. The payment is not deemed to have been made until we can dispose of the sum. All costs associated with the payment shall be borne by the purchaser.
7. If not otherwise expressly agreed upon, we are entitled to first set off any payments against the purchaser’s older debts. If costs and interest have already been incurred, we shall be entitled to set off the payment against the costs first, then the interest and finally against the main accounts receivable.
§ 4 Offset, Retainer
The purchaser shall be entitled to offset only insofar as the purchaser’s counterclaim is acknowledged, undisputed or assessed in a legally binding judgment. The purchaser is entitled to claim retainer rights only to the extent such rights are based on the same transaction.
§ 5 Delivery
1. Delivery of the Goods shall be made by the purchaser collecting the goods at our premises at any time after we have notified the purchaser that the goods are ready for collection, “ex works” INCOTERMS 2000 (EXW).
2. Please note our minimum order value of 50.00 Euro.
3. The delivery date given by us is deemed to be agreed as being approximate and is non-binding. A binding delivery date requires an explicit written agreement.
4. Delivery is conditioned upon full clarification of all order details and timely and proper performance of all duties of the purchaser. Defenses based on non-performance of the contract are reserved.
5. We shall not be deemed responsible for any performance delays due to force majeure and due to events which essentially make our delivery difficult or impossible – including material procurement difficulties, operational disruptions of any kind, strikes, lock outs, personnel shortages, lack of means of transport, official directives, etc, - even if they occur at our suppliers or their sub-suppliers, and even with respect to bindingly agreed deadlines and periods. The aforementioned shall entitle us to postpone the delivery or performance by the duration of the hindrance plus a reasonable start up period or to wholly or partially withdraw from the contract with respect to the not yet fulfilled part. If the delay lasts longer than 3 months, the purchaser shall be entitled to withdraw from the contract with respect to the not yet fulfilled part, after he has unsuccessfully set a period for the performance. Further claims by the purchaser are precluded in these cases, unless we have caused the reason for the withdrawal deliberately or due to gross negligence.
6. In case of default in acceptance or other breach of duties to cooperate by the purchaser we are entitled to claim any resulting damage including but not limited to additional expenses, if any. Further damages are reserved. In this case, the risk of loss or damage to the goods passes to the purchaser at the time of such default or breach of duty to cooperate.
7. We are willing to take back and credit unused goods. Whether the goods are accepted or not will be decided by us for each respective individual case. The return is to be effected on the purchaser’s account. A copy of invoice is to be attached.
§ 6 Passing of Risk
1. In the case of the goods to be delivered at our premises („ex works“ INCOTERMS 2000) at the time when we notify the purchaser that the goods are available for collection.
2. If the purchaser demands shipment of the goods the risk of loss or damage to the goods passes to the purchaser upon dispatch.
§ 7 Warranty
1. Precondition for any warranty claim of the purchaser is the purchaser’s full compliance with all requirements regarding inspection and objection established by sec. 377 HGB (German Commercial Code).
2. Warranty claims shall be time-barred after 12 months of the passage of risk.
3. In case of non-conformity of the goods the purchaser is entitled to alternative performance in the form of remedy of the defect or delivery of conforming goods. If such alternative performance has failed, the purchaser is entitled to reduce the purchase price or to withdraw from the contract.
§ 8 Liability
1. In case of intent or gross negligence on our part or by our agents or assistants in performance we are liable according to the provisions of applicable law; the same applies in case of breach of fundamental contract obligations. To the extent the breach of contract is unintentionally our liability for damages shall be limited to the typically predictable damage.
2. Our liability for culpable damage to life, body or health as well as our liability under the Product Liability Act shall remain unaffected.
3. Any liability not expressly provided for above shall be disclaimed.
§ 9 Retention of Title
1. We retain title to the goods until receipt of all payments in full. In case of breach of contract by the purchaser including, without limitation, default in payment, we are entitled to take possession of the goods.
2. The purchaser shall handle the goods with due care, maintain suitable insurance for the goods and, to the extent necessary, service and maintain the goods.
3. As long as the purchase price has not been completely paid, the purchaser shall immediately inform us in writing if the goods become subject to rights of third persons or other encumbrances.
4. The purchaser may resell goods subject to the above retention of title only in the course of his regular business. For this case, the purchaser hereby assigns all claims arising out of such resale, whether the goods have been processed or not, to us. Notwithstanding our right to claim direct payment the purchaser shall be entitled to receive the payment on the assigned claims. To this end, we agree to not demand payment on the assigned claims to the extent the purchaser complies with all his obligations for payment and does not become subject to an application for insolvency or similar proceedings or to any stay of payments.
5. The purchaser also assigns all claims arising out of the conjunction of the product with another object (e.g. fly model) against third persons.
6. Insofar as the above securities exceed the secured claim by more than 10%, we are obligated, upon our election, to release such securities upon the purchaser’s request.
§ 10 Applicable Law / Jurisdiction
1. These terms and conditions and all legal relationships between the parties shall be deemed to be governed by the laws of the Federal Republic of Germany excluding the Convention on Contracts for the International Sale of Goods.
2. Place of performance and exclusive place of jurisdiction for all disputes arising out of or in connection with the contractual relationship between the parties shall be Leipzig. However, we shall be entitled to file a suit with the court at the purchaser´s principal place of business.
LANITZ-PRENA FOLIEN FACTORY GmbH
Am Ritterschlösschen 20 • D - 04179 Leipzig • Tel.: +49 / 341 / 44 23 05-0 • Fax: +49 / 341 / 44 23 05-99
Internet: www.oracover.de • E-Mail: Info@Oracover.de