Terms and Conditions Lukeneder GmbH
Part I - General Terms and Conditions
§ 1 Scope
(1) These conditions of sale apply exclusively to entrepreneurs, legal persons under public law or public special funds within the meaning of § 310 paragraph 1 BGB. Conflicting or deviating from our sales conditions of the customer will only be recognized if we expressly agree to their application in writing.
(2) These conditions of sale also apply to all future transactions with the customer, in so far as it is related legal transactions.
§ 2 Offer and Conclusion of contract
(1) Our offer is subject to change and is based on the currently valid wages, material prices and availability, as long as no binding period for the offer is made
(2) If an order according to § 145 BGB is to be considered, we may accept it within two weeks.
§ 3 Submitted Documents
With regard to all documents provided to the buyer in connection with the award of the contract, as calculations, drawings etc., we reserve property and copyrights. These documents may not be made accessible to third parties, unless we give the customer our express written consent. If we do not accept the offer of the purchaser within the time limit of § 2, these documents must be returned to us immediately.
§ 4 Prices and Payment
(1) Unless otherwise agreed in writing, our prices are ex works, excluding packaging and VAT at the applicable rate. Packaging costs are invoiced separately.
(2) The payment of the purchase price must be made solely to the account stated overleaf. Deduction of discount is only permitted with special written agreement.
(3) Unless otherwise agreed, the purchase price is payable within 14 days after invoicing. Interest shall be calculated, in the event of a default in payment, in the amount of 9% above the base rate. Furthermore, a late fee of €40.00 will be charged.
The assertion of a higher damage caused by default remains reserved. We reserve the right, in the case of existing payment arrears, to only make deliveries after prepayment.
(4) Unless a fixed price agreement has been made, we reserve the right to make reasonable price changes due to changes in wages, materials and distribution costs for deliveries made 3 months or later after conclusion of the contract.
(5) In the preparation of quotes for the dosing system in combination with a chemical storage tank, we charge a flat rate of €500.00, which is payable in advance. If the customer accepts our offer, this flat rate will be deducted from the total payment.
§ 5 Offsetting and retention
The customer has the right to offset only if his counterclaims have been legally established or are undisputed. The customer can only exercise the retention insofar as his counterclaim is based on the same contractual relationship.
§ 6 delivery time
(1) The beginning of the delivery period presupposes the timely and proper fulfilment of the buyer's obligations. The exception of the unfulfilled contract remains reserved.
(2) The delivery time is a minimum of 12 working days (based on a 6-day week). If necessary, increased costs for logistics and handling, incurred in respect of supplies within the delivery time, are to be borne by the purchaser.
(3) If the buyer is in default of acceptance or culpably violates other cooperation obligations, we are entitled to demand compensation for damages incurred by us, including any additional expenses. We reserve the right to make additional claims. Should the above conditions be met, the risk of accidental loss or accidental deterioration of the goods passes at the time at which it was transferred to the purchaser, in which he has fallen into acceptance or debtor's delay.
(4) We shall be liable in the event of a delay brought about by our intentional or gross negligence, to the extent of, for each full week of delay, a lump-sum compensation in the amount of 3% of the contract value, a maximum of not more than 15% of the delivery value.
(5) Further legal claims and rights of the purchaser remain due to a delay in delivery.
§ 7 Transfer of Risk at dispatch
Once the goods are dispatched at the Purchaser's request, the risk of accidental loss or accidental deterioration of the goods is transferred to the Purchaser, at the latest when leaving the factory / warehouse. This applies irrespective of who places the order for the dispatch of the goods, or irrespective of who bears the freight costs.
§ 8 Retention of title
(1) We reserve title to the delivered goods until full payment and all claims from the contract have been fulfilled. This also applies to all future deliveries, even if we do not always refer to this. We are entitled to withdraw the purchased item if the purchaser breaches the contract.
2) The buyer is obliged, as long as the ownership has not been transferred to him to treat the goods with care. In particular, he is obliged at his own expense against theft, fire and water damage to adequately insure the replacement value (Note: only permitted for high-quality goods). Should maintenance and inspection work need to be carried out, the Purchaser shall execute them at his own expense. As long as ownership has not been transferred, the purchaser must inform us immediately in writing to us if the delivered goods are seized or other interference by third parties. If the third party is unable to reimburse us for the judicial and extrajudicial costs of an action pursuant to § 771 ZPO, the buyer is liable for the loss incurred by us.
(3) The purchaser is entitled to resell the reserved goods in the ordinary course of business. The claims of the buyer, arising from the resale of the reserved goods, the ordering party already now to us in the amount of the mutually agreed final invoice amount (including VAT). This assignment shall apply regardless of whether the purchase item has been resold without or after processing. The purchaser shall remain entitled even after the assignment to collect the receivable. Our authority to collect the claim itself remains unaffected. However, we will not collect the claim as long as the customer meets its payment obligations from the proceeds collected, is not in arrears and in particular no petition is filed for the commencement of insolvency proceedings or suspended payments.
(4) The loading, processing and transformation of the goods carried out by the customer is always done on our behalf. In this case, the expectant right of the purchaser continues to the goods of the transformed item. If the purchased item is processed with other items not belonging to us, we acquire joint ownership of the new item in proportion of the objective value of our goods to the other processed items at the time of processing. The same applies to the case of mixing. If the mixing is done in such a way that the purchaser's item is to be regarded as the main item, it is deemed agreed that the customer transfers proportional joint ownership and hold the sole ownership or co-ownership for us. To secure our claims against the purchaser, the purchaser also accedes such claims to us, and if the product/goods are connected or mixed with the goods of a third party, we expect this clause as also relevant.
(5) We undertake to release the securities to which we are entitled, at the purchaser's request, if their value exceeds the secured claims by more than 20%.
§ 9 Warranty and complaints and recourse / manufacturer redress
(1) Warranty rights of the customer presuppose that the obligations, under § 377 HGB examination and notification obligations, are properly fulfilled.
(2) Claims for defects expire 12 months after delivery of the goods supplied by us to our customer. Claims for damages for gross negligence or injury to life, limb or health that are based on an intentional or negligent breach of duty of the user, the statutory limitation period applies. The above provisions do not apply if the law according to § 438 para. 1 no. 2 BGB (structures and objects for buildings), § 479 paragraph 1 BGB (recourse) and § 634a paragraph 1 BGB (construction defects) prescribes longer mandatory deadlines. Before returning any goods our consent must be obtained.
(3) If, despite all due care, the delivered goods contain a defect that already existed at the time of transfer of risk, we will ship the goods, subject to timely notice under our option repair or replace the goods. We must always be given the opportunity to remedy within a reasonable time limit. Recourse claims remain unaffected without restriction of the above regulation.
(4) If the remedy fails, the purchaser may, without prejudice of any compensation claims withdraw -from the contract or reduce the remuneration.
(5) Warranty claims shall not exist in the event of only minor deviation from the agreed quality, of only minor impairment of usefulness, of natural wear and tear and damage that, after the transfer of risk from faulty or negligent handling, excessive strain, unsuitable equipment, defective construction work, unsuitable building or due to special external influences which are not assumed under the contract. The purchaser shall have no right to make claims for defects or the resulting consequences resulting from improper repairs or modifications made by the purchaser or third parties.
(6) Claims of the Purchaser shall have for the purpose of rectifying expenses, in particular transport, labour and material costs, are excluded if the expenses increase because the goods delivered by us are subsequently transported to a location other than the office the purchaser has been brought, unless the transfer corresponds to the intended use.
(7) Claims for recourse of the customer against us exist only insofar as the purchaser has met or exceeds the mandatory statutory warranty claims agreements. This also applies to the terms with regard to the right of recourse against the supplier in accordance with paragraph 6
8) For Dosing systems we provide a 12 month warranty after delivery. Excluded from this warranty are all wetted parts. The dosing system is defined as a whole, with a corresponding order number.
§ 10 Mediation clause
The Parties undertake, in the event of a contractual dispute arising from this, preliminary legal mediation at the (Mediationsstelle für Wirtschaftskonflikte) Mediation Centre for Economic Conflicts performed by the IHK Stade.
§ 11 Miscellaneous
(1) This contract and the entire legal relationship final parties subject to the laws of the Federal Republic of Germany under exclusion of the UN Sales Convention (CISG).
(2) The place of fulfilment and exclusive jurisdiction for all disputes arising from this contract is the business location of the vendor, unless the order confirmation states otherwise. This is currently Zwickau.
(3) All agreements made between the parties for the purpose of executing this contract are laid down in writing in this contract.
(4) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally valid provision which most closely approximates the economic purpose of the invalid provision or fills this gap.
(5) The original text of this agreement is in the German language and is governed by German Law. The translation of this agreement into English is for illustrative purposes only and shall not be legally binding.
II Technical Part - Application rules/procedures and technology for biogas plants
§ 1 Notes on the quality assurance process
We practice an internal quality assurance system to ensure product properties. The quality standards are determined by the actual valid data and safety data sheets.
Because it is large-scale productions in the production of processing aids, subject to the parameters of the products natural production variations.
§ 2 operator obligations
(1) The buyer / customer is advised to carry out their own checks of Consumables and if necessary to make reference samples.
(2) Due to the position of the customer, as a power plant operator and energy supplier, the customer must take all necessary steps to ensure desulphurization and to avoid damage to the system. The operator therefore has responsibilities to install and maintain appropriate technologies as alternatives to ensure continuation of production (for example, activated carbon filters, coolers, air entry for biological desulphurisation). By accepting these terms and conditions the customer accepts that these are the obligations of the operator.
(3) The buyer / customer should know the contents of the corresponding safety data sheets.
§ 3 Other
(1) All agreements reached between the parties for the purpose of executing this contract are laid down in writing in this contract.
(2) Should individual provisions of this contract be or become invalid or contain a loophole, the remaining provisions shall remain unaffected. The parties undertake to replace the invalid provision with a legally valid provision which most closely approximates the economic purpose of the invalid provision or fills this gap.
(3) The original text of this agreement is in the German language and is governed by German Law. The translation of this agreement into English is for illustrative purposes only and shall not be legally binding.