Terms and Conditions

General terms of delivery and payment

Our General Terms and Conditions of Sale set out below shall apply exclusively to any contract concluded with our customers (purchasers). Other general terms and conditions of business shall not apply even if they have not been expressly contradicted in individual cases.

I. Conclusion of Contract, Delivery

1. our offer is subject to confirmation. The order shall not be deemed accepted until it has been confirmed by us in writing. Tacit acceptance is excluded. Verbal agreements or agreements made by telephone shall only be binding if they are subsequently confirmed in writing.

2. the scope of delivery shall be based on our written order confirmation, in the case of the supplier's offer with a time limit and acceptance within the time limit, on the offer.

II. Pricing

Our prices are ex works, unpacked and duty unpaid, plus freight, postage, 3 percent finance charges on the postage and the respective statutory value added tax.

III. terms of payment

1. unless otherwise agreed, payments shall be made in euros, in cash and without any deductions, free Leimen, with the following due dates agreed:

a) Postage/financing costs immediately after receipt of the postage advance invoice from LANG ID; if payment is made within ten days, the financing costs are deductible;

b) Otherwise 4 weeks after delivery and receipt of invoice strictly net;

2) The Customer shall only be entitled to a right of retention or a possibility of set-off against due payments if the counterclaim is undisputed or has been legally established.

3. if the customer is in arrears with his payments, we may postpone the performance of our obligations until the arrears have been paid, unless the arrears are due to an act or omission on our part.

If the customer does not pay the amount owed within a reasonable period of time, we may cancel the contract by simple written notice and claim damages for non-performance.

IV. Packaging and Shipping; Assumption of Risk; Return of Material

(1) Box pallets and Euro pallets shall be exchanged upon delivery or shall be returned carriage paid within 3 months of delivery.

2. the risk shall pass to the purchaser at the latest upon completion of loading (also in the case of carriage paid delivery or use of our means of transport). If the purchaser is obliged to collect the goods himself or have them collected, the risk shall pass to the purchaser upon notification that the goods are ready for collection. Goods notified as ready for dispatch must be taken over immediately, otherwise we shall be entitled to dispatch them at our own discretion or to store them at the expense and risk of the ordering party; we shall also be entitled to do the latter if the dispatch we have undertaken cannot be carried out through no fault of our own.

3. The goods shall only be insured by us against breakage, transport, fire and water damage as well as against other insurable risks at the express request of the customer and at the customer's expense.

4. if after execution of an order shipping materials are left (paper, samples, etc.), these will be returned to the customer at the customer's expense. Storage at LANG ID will only be charged if expressly ordered by the client. The fees for storage are 8.00 Euro per pallet per month.

V. Delay in acceptance and delivery, deadlines

1. delivery periods shall not commence prior to the provision of the documents, approvals, releases to be procured by the client and/or not prior to receipt of payment of the advance postage invoice and/or not prior to receipt of an agreed down payment.

- The same shall apply to delivery dates. Deliveries before expiry of the delivery period as well as partial deliveries are permissible. The delivery period shall be deemed to have been complied with if the delivery item has left the factory or notification of readiness for dispatch has been given by the time the delivery period expires.

The delivery period shall be extended appropriately in the event of measures within the scope of industrial disputes, in particular strikes and lock-outs, as well as in the event of the occurrence of unforeseen obstacles which are beyond our control, insofar as such obstacles demonstrably have a considerable influence on the completion or delivery of the delivery item. This shall also apply if the circumstances occur at subcontractors.

We shall not be responsible for the aforementioned circumstances even if they arise during an already existing delay. In important cases, we shall inform the customer of the beginning and end of such obstacles as soon as possible.

2. if dispatch is delayed at the request of the orderer, we shall be entitled to charge the orderer for the costs of storing the goods with us; as a minimum amount, we may in this case charge a fee of 2.00 euros per pallet per week or part thereof. The same shall apply in the event of default in acceptance. However, the customer shall be entitled to prove that we have not incurred any damage at all or that our damage is significantly lower than the flat rate.

The Purchaser's payment obligations under the contract shall remain unaffected. After fruitless expiry of a reasonable deadline for acceptance of the goods, we shall, however, also be entitled to otherwise dispose of the object of purchase and to supply the customer within a reasonably extended period of time as well as to withdraw from the contract and to demand the agreed consideration less any expenses saved.

3. If, in the case of delivery contracts on call, the goods are not called off or scheduled in good time, we shall be entitled, after setting a grace period to no avail, to schedule the goods ourselves and deliver them or to withdraw from the delivery contract.

4. compliance with the delivery period shall be subject to the fulfillment of the customer's contractual obligations; in particular, payment of the advance postage invoice and submission of plans, samples, etc.

VI Notification of Defects

1. defects in a delivery of the Customer which are necessary for the execution of the order shall be notified to the Customer by LANG ID in writing without undue delay as soon as they are detected in the ordinary course of business. In this respect, the Customer waives the objection of late notification of defects.

2. incoming goods, which the Customer sends to LANG ID for shipment, are only checked quantitatively and not qualitatively. In this respect, too, the Supplier waives the objection of notification of defects.

VII Material Defects, Liability

We are liable for material defects as follows:

(1) All parts or services which show a material defect within the limitation period - irrespective of the period of operation - shall, at our discretion, be repaired, replaced or provided again free of charge, provided that the cause of the defect already existed at the time of the passing of risk.

2. claims for material defects shall become statute-barred after 12 months. The period begins with the transfer of risk (according to Art V). The above provisions shall not apply insofar as longer periods are prescribed by law in accordance with §§ 438 para. 1 no. 2 (items for buildings), 479 para. 1 (right of recourse) and 634a (construction defects) BGB.

(3) The Purchaser shall notify us in writing without delay of any material defects.

4. in the event of notices of defects, payments by the customer may be withheld to an extent that is in reasonable proportion to the material defects that have occurred. The Purchaser may withhold payments only if a notice of defect is asserted and there can be no doubt as to its justification. If the notice of defect is unjustified, we shall be entitled to demand reimbursement of the expenses incurred by us from the customer.

(5) First of all, we shall always be given the opportunity to remedy the defect within a reasonable period of time.

(6) If the subsequent performance fails, the customer may - without prejudice to any claims for damages - withdraw from the contract or reduce the remuneration.

(7) Claims for defects shall not exist in the case of only minor deviations from the agreed quality, in the case of only minor impairment of usability, in the case of natural wear and tear or damage arising after the transfer of risk as a result of incorrect or negligent handling, excessive strain, unsuitable operating materials, defective construction work, unsuitable foundation soil or as a result of particular external influences not assumed under the contract, or in the case of non-reproducible software errors. If the Purchaser or third parties carry out improper modifications or repair work, there shall also be no claims based on defects for these and the resulting consequences.

(8) Claims of the Purchaser for expenses incurred in the course of supplementary performance, in particular transport, travel, labor and material costs, shall be excluded to the extent that expenses are increased because the subject-matter of the Supplies has subsequently been brought to another location than the Purchaser's branch office, unless doing so complies with the normal use of the Supplies.

(9) The Purchaser shall have statutory rights of recourse against us only to the extent that the Purchaser has not concluded any agreements with its customers exceeding the statutory claims for defects. agreements have been made. Furthermore, No. 8 shall apply mutatis mutandis to the scope of the Purchaser's right of recourse against us.

(10) Article VIII (Other Claims for Damages) shall apply to claims for damages. Further claims or claims other than those regulated in this Article VII by the purchaser against us and our vicarious agents on account of a material defect shall be excluded.

VIII. General Limitation of Liability and Statute of Limitations

Claims not expressly granted in these terms and conditions, in particular claims for damages arising from impossibility, delay, breach of ancillary contractual obligations, culpa in contrahendo, tort - also insofar as such claims are in connection with the Purchaser's warranty rights - shall be excluded, unless we are liable in cases of intent or gross negligence, under the Product Liability Act, for bodily injury, due to the assumption of a guarantee for the existence of a property or breach of material contractual obligations. A change of the burden of proof to the disadvantage of the customer is not connected with the preceding regulations. The statutory right of the Purchaser to withdraw from the contract shall remain unaffected.

IX. Retention of Title

(1) All items delivered by us shall remain our property until full payment of all outstanding claims arising from our business relationship, irrespective of the legal basis. This shall also apply if payments are made on specific claims.

2. in the case of bills of exchange given on account of performance, in the case of rollover bills of exchange or in the case of so-called check/bill of exchange transactions, our security interest shall also serve to secure the bill of exchange claim until final payment of the bills of exchange.

3. processing of the goods subject to retention of title shall be carried out for us as manufacturer within the meaning of § 950 BGB (German Civil Code), however, without obligating us. The processed goods shall be deemed to be goods subject to retention of title within the meaning of item 1. In the event of processing, combination or mixing of the goods subject to retention of title with other goods by the Buyer, we shall be entitled to the co-ownership share in 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 goods used. If our ownership lapses as a result of combining or mixing, the buyer shall already now transfer to us the ownership rights to which he is entitled in the new stock or item to the extent of the invoice value of the goods subject to retention of title and shall hold them in safe custody for us free of charge. The co-ownership rights arising hereunder shall be deemed to be goods subject to retention of title within the meaning of Clause 1.

4. as long as the security interest exists, the reserved goods may only be sold in the ordinary course of business; any other disposal shall be inadmissible. This authorization may be withdrawn in the event of the customer's default in payment of our claims as well as if we become aware of circumstances which, according to our due diligence, could lead to a breach of the reservation of title. commercial discretion are suitable to reduce the creditworthiness of the customer not insignificantly, in particular this is the case if an application for the opening of insolvency proceedings is filed.

(5) In the event of the sale of the delivery item, the customer hereby assigns to us his purchase price claim to the items which are our property by way of security. In the event of the sale of goods in which we have co-ownership shares in accordance with the foregoing clause 3, the assignment shall apply in the amount of the co-ownership share.

The claims thus transferred to us shall take the place of the respective ownership by way of security; the provisions of this section on ownership by way of security shall apply to them accordingly.

(6) The Buyer shall be entitled to collect the claims transferred to us in its own name. This authorization to collect may be revoked by us at any time subject to the conditions set out in Clause 4 above.

7. if we assert our reservation of title, this shall only be deemed to be a withdrawal from the contract if we expressly declare this in writing, unless the Consumer Credit Act would apply to the transaction.

(8) If the value of our securities exceeds 10% of our outstanding claims, we shall be obliged to release securities at the customer's request at our reasonable discretion.

9. in the event of breach of duty by the customer, in particular in the event of default in payment, the supplier shall be entitled to withdraw from the contract and to take back the goods; the customer shall be obliged to surrender the goods. The taking back or assertion of the reservation of title does not require the Supplier to withdraw from the contract; these actions or the seizure of the reserved goods by the Supplier do not constitute a withdrawal from the contract, unless the Supplier has expressly declared this.

X. Place of jurisdiction, applicable law

The place of performance and - if the Purchaser is a merchant and the contract forms part of the operation of its trade or business - the place of jurisdiction shall be Heidelberg. Likewise, Heidelberg shall be the place of jurisdiction if the Purchaser is domiciled outside the territory of the Federal Republic of Germany or if the Purchaser moves its place of business abroad after conclusion of the contract. The contract shall be governed exclusively by the laws of the Federal Republic of Germany, to the exclusion of the Hague Convention on Contracts for the International Sale of Goods.

XI. Property rights of third parties

The Customer shall indemnify and hold LANG ID harmless from and against any and all claims for infringement of third party intellectual property rights.

XII. General Provisions

1. if one of the contracting parties ceases to make payments or if insolvency proceedings are instituted against its assets, the other party shall be entitled to withdraw from the contract in respect of the unfulfilled part.

(2) Should any provision of these terms and conditions and the other agreements made be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties are obliged to replace the invalid provision with a provision that comes as close as possible to it in terms of economic success.

3. LANG ID hereby informs the Customer in accordance with Section 26 of the German Federal Data Protection Act that it stores personal data relating to the Customer.