Willibrord Lösing Filtertechnik e. K.
General Terms and Conditions
- 1 Area of application
1.
These general terms and conditions shall apply exclusively. We do not recognise any general terms and conditions of our business partners that deviate from or conflict with our general terms and conditions, unless we have expressly agreed to their application in writing. Our general terms and conditions shall also apply if we render services (e.g. deliver goods) or accept goods without reservation in the knowledge of the deviating or conflicting general terms and conditions of our business partners.
2.
These general terms and conditions apply both to consumers (§ 13 BGB) and to entrepreneurs (§ 14 BGB), unless a distinction is made within the following clauses.
- 2 Pre-contractual obligations and conclusion of contract
1.
Our offers are always subject to change. In the case of an order or a purchase order
is a binding offer by the customer that we can accept within 2 weeks by sending an order confirmation or by providing the service. If the order is placed via the online store, the acceptance period is 2 days.
2.
We reserve the property rights and copyrights to all pads, such as photos, calculations, drawings, etc.. Also those which are confidential. Any disclosure to third parties requires our express written consent.
- 3 Terms of payment
1.
The price offered is binding and includes the statutory value added tax for consumers. For entrepreneurs, only the net price is stated; the statutory VAT is indicated separately on the invoice. In this respect, the statutory value added tax at the time of invoicing shall apply.
2.
Price changes are permissible for consumers if there are more than 4 months between the conclusion of the contract and the agreed delivery date. If wages or material costs change during this period until delivery, we shall reserve the right to adjust the price in accordance with the respective cost increases or decreases. The customer shall only be entitled to withdraw from the contract if the price increase significantly exceeds the increase in the general cost of living between order and delivery.
3.
A higher price shall be deemed to be the agreed price vis-à-vis entrepreneurs if, at the time of performance, the agreed price is increased due to a change in the market price or due to third parties commissioned by us for the performance of the service who, for their part, charge higher fees. If the higher price is 20% or more above the agreed price, the contractual partner has the right to declare withdrawal from the contract. The withdrawal from the contract must be asserted immediately after notification of the increased price.
4.
The remuneration shall be paid within 7 days after receipt of the goods or provision of the service. Once this period has expired, the contractual partner shall automatically be in default of payment. Deduction of discounts or payment by instalments require our express written consent.
5.
The contractual partner shall only have the right to offset if the counterclaims are undisputedly recognised by us, are mutually linked to our main claim or have been established as final and absolute. The right of retention is restricted in relation to business customers to the extent that it can only be exercised if the counterclaim is based on the same contractual relationship.
- 4 Delivery periods
1.
If delivery periods have been agreed, they shall be extended for the duration of the delay in the event of strikes and force majeure and if the contractual partner fails to meet its obligations to cooperate.
2.
If the contractual partner is a entrepreneur, delivery ex works shall be deemed to have been agreed; the only exception to this shall be if an agreement to the contrary has been made which requires our written confirmation or if something to the contrary results from the order confirmation.
- 5 Default of acceptance
If the contractual partner does not communicate otherwise or expressly refuses acceptance after the expiry of a reasonable grace period under threat of withdrawing from the contract or claiming damages instead of performance after the fruitless expiry of the grace period, our claim to fulfilment of the contract shall remain in force. However, in these cases we have the right to withdraw from the contract and / or to claim damages in lieu of performance. We may claim 25% of the net price as compensation for damages instead of performance, unless the contractual partner is able to furnish proof that no damage was incurred at all or that the damage was not incurred in the amount of the lump sum.
- 6 Liability
1.
If the contractual partner is a consumer, the contractual partner must notify us in writing to inform us of any obvious defects within 2 weeks of the defect occurring. If the notification of the defect is not made within this period, the warranty rights shall expire.
This does not apply if we have fraudulently concealed the defect or have given a guarantee for the quality of the item (§ 444 BGB). Otherwise, we shall be liable in accordance with the statutory provisions in the event of a defect.
2.
In the event of a defect, we reserve the right to choose the type of subsequent performance vis-à-vis entrepreneurs.
3.
With respect to consumers, the limitation period for claims based on a defect shall be 2 years for the delivery of new items and 1 year for the delivery of used items; the period shall begin with the transfer of risk. This shall not apply to claims for damages due to a defect; in this respect § 5 shall apply.
4.
With respect to entrepreneurs, the limitation period for claims based on a defect shall be one year. The limitation periods in the event of recourse in accordance with §§ 478 and 479 BGB shall remain unaffected. This shall not apply to claims for damages resulting from a defect; in this respect § 5 No. 5 shall apply.
5.
Liability for contractual breaches of duty and tortious liability shall be limited to intent and gross negligence. The exclusion of liability shall also apply to slightly negligent breaches of duty by our vicarious agents. This shall not apply in the the event of injury to life, limb and health and in the event of claims due to the breach of obligations arising from the nature of the contract and the breach of which jeopardizes the achievement of the purpose of the contract, as well as compensation for damages due to default. In cases such as these, liability shall apply to any degree of fault.
6.
Insofar as liability is not excluded in accordance with § 5 No. 5 for damages that are not based on injury to life, limb or health, for slight negligence, these claims shall become statute-barred within one year beginning with the accrual of the claim, in the case of claims for damages due to a defect from the handover of the goods.
7.
Insofar as liability for damages against us is excluded or limited, this shall also apply to the personal liability for damages of our employees, representatives and vicarious agents.
- 7 Retention of title
1.
With respect to consumers, we retain title to the goods until the purchase price has been paid in full.
2.
With respect to entrepreneurs, we retain title to the goods until all claims against the entrepreneur have been satisfied, even if the goods have been paid for (extended retention of title).
3.
Insofar as a third party performs compulsory execution on goods subject to retention of title, the contractual partner must inform us of this immediately and hand over the necessary documentation so that a third party action can be brought. The same obligation shall also apply if other impairments to the goods subject to retention of title exist.
4.
If the contractual partner is a businessman, he shall assign as security the claims against his contractual partners arising from these transactions in the event of resale or leasing of the goods delivered under reservation until all our claims have been satisfied. If the goods delivered under reservation of title are processed, transformed or combined with another item, we shall acquire direct title to the newly produced item.
5.
If the value of the security for our claims against the contractual partner exceeds 20%, we shall release the securities to a corresponding extent at the contractual partner's request and at our discretion.
- 8 Legal form
Any legally relevant declarations and notifications made to us or to a third party must be in writing.
- 9 Limitation of claims for payment
Notwithstanding § 195 BGB (German Civil Code), our claims for payment shall become statute-barred after 5 years.
The limitation period shall commence at the end of the year in which the claim arose and the creditor became aware of the circumstances giving rise to the claim and the person of the debtor or should have become aware without gross negligence.
- 10 Other
1.
The place of performance and payment shall be our registered office, unless otherwise expressly otherwise agreed in writing.
2.
The UN Convention on Contracts for the International Sale of Goods is excluded. The law of the Federal Republic of Germany shall apply.
3.
If the contractual partner is a merchant, a legal entity under public law or a special fund under public law, the place of jurisdiction shall be the court responsible for our registered office. We reserve the right and are entitled to institute legal proceedings against the contractual partner at his general place of jurisdiction.