LH Dienstbekleidungs GmbH’s General Terms and Conditions of Sale (for transactions with consumers)
1. General – Applicability
(1) Our terms of sale and supply shall apply exclusively. Any of the customer’s terms that may be contrary to or deviate from our terms of sale and supply shall not be recognised, save only if we have specifically agreed in writing to their applicability. Our terms of sale and supply shall also apply even when, aware of the customer having terms that are contrary to or deviate from our own terms of sale and supply, we supply said customer with goods unconditionally.
(2) All agreements that have been made between us and the customer for the purpose of executing this contract are set down in writing in this contract.
(3) Our terms of sale and supply apply only to businesses as defined in Section 310, Paragraph 1 of the German Civil Code (BGB).
2. Quotations, quotation documents, scope of services and conclusion of contract
(1) All quotations are subject to contract.
(2) Our order confirmation alone shall be definitive in respect of the scope of the services contractually due to be rendered.
(3) Insofar as such changes are not contrary to the order confirmation or the customer’s specification, we reserve the right to make changes to the construction, choice of materials, specification or design even after sending out the order confirmation. To such extent that they are reasonable for the customer, the latter shall also declare its agreement to any further changes that we may suggest.
(4) Part deliveries shall be permitted in a reasonable volume.
(5) Unless specifically identified as binding, all documents on which quotations or order confirmations are based, such as illustrations, drawings and details of measurements and weights, are generally to be seen only as a guide.
(6) We retain title and copyright to all illustrations, drawings and other documents. The customer requires our prior written consent before passing these on to any third party.
3. Prices and terms of payment
(1) Unless stated otherwise in our order confirmation, our prices apply ex works exclusive of packing and other carriage and transportation costs.
(2) We reserve the right to make commensurate changes to our prices if any reductions or increases in costs arise subsequent to conclusion of the contract, in particular reductions or increases due to changes in material prices, payroll or other ancillary costs. On request, we shall provide the customer with evidence of these.
(3) Statutory value-added tax is not included in our prices. This is shown separately at the statutory rate on the day of invoicing.
(4) Any deduction of a payment discount shall require special written agreement.
Unless otherwise stated in the order confirmation, the purchase price shall be payable net (with no deduction) within 30 days of the invoice date. Statutory regulations apply in respect of the consequences of late payment.
(5) Wherever we accommodate amendment requests from the customer, the latter shall be charged for the additional costs incurred hereby.
(6) The customer shall have a right of offset only if the customer’s counterclaims have been legally adjudged valid, are undisputed or are acknowledged by us. The customer shall further only be authorised to exercise any right to withhold payment if the customer’s counterclaim applies to the same contractual relationship.
4. Delivery time
(1) Adherence to our delivery obligations is dependent on the customer fulfilling its obligations promptly and correctly. We reserve the right of defence of non-performance of contract (exceptio non adimpleti contractus).
(2) Should the customer be in default of acceptance or culpably breach any other obligations to cooperate, we shall be entitled to demand reimbursement of all losses incurred by us in this respect including any additional expenditure. We also reserve the right to make other more far-reaching claims.
(3) Insofar as the conditions of paragraph 2 exist, the risk of the merchandise being accidentally destroyed or damaged shall pass to the customer at the point that the latter falls into arrears in terms of payment or acceptance of the goods.
(4) Insofar as any delay in delivery is due to any wilful or grossly negligent breach of contract for which we are responsible, we shall accept liability in accordance with the statutory provisions. Any fault on the part of our representatives or vicarious agents is to be attributed to us. If the delay in delivery is not due to a wilful breach of contract for which we are responsible, our compensation liability shall be limited to such losses as are foreseeable and typically arise.
(5) We shall also be liable in accordance with statutory provisions if a delay in delivery for which we are responsible is due to a culpable breach of a principal contractual obligation, the breaching of which puts at risk the achievement of the contract’s objective. In such an event, however, our compensation liability shall be limited to such losses as are foreseeable and typically arise.
5. Transfer of risk
Risk shall pass to the customer as soon as we have placed the goods at the customer’s disposal and have advised the customer of this fact.
6. Liability for defects
(1) It is a prerequisite of making a claim for any defects that customers fulfil their obligations as per Section 377 of the German Commercial Code (HGB) to inspect deliveries and lodge complaints in the proper way.
(2) Claims arising from a defect shall be limited to demanding that defects are remedied. In the event that the remedy fails, the customer shall have the right to demand at its discretion either a reduction in the payment or cancellation of the contract. Our liability shall be in accordance with statutory provisions if the customer asserts any claims for compensation of losses caused by wilful intent or gross negligence, including wilful intent or gross negligence on the part of our representatives or vicarious agents. Insofar as we are not accused of any wilful breach of contract, our liability for any reimbursement of losses shall be limited to such losses as are foreseeable and typically arise.
(3) Our liability shall also be in accordance with statutory provisions if we culpably breach a principal contractual obligation, the breaching of which puts at risk the achievement of the contract’s objective. In such an event, however, our compensation liability shall be limited to such losses as are foreseeable and typically arise.
(4) Liability in respect of culpable injury leading to loss of life, bodily harm or damage to health remains unaffected. This shall apply likewise for mandatory liability in accordance with the German Product Liability Act.
(5) Unless otherwise stated in the foregoing, we shall accept no liability.
(6) All claims arising from a defect must be made within 12 months of the date of transfer of risk.
7. Overall liability
(1) We shall not be liable to pay compensation to any further extent than as provided for in clauses 4 and 6 above, regardless of the legal nature of the claim made. This shall apply in particular to any compensation claims arising from default at the time of conclusion of the contract, due to any other breach of obligation or due to any tort claims as defined in Section 823 of the German Civil Code (BGB).
(2) The limitation as per paragraph 1 shall also apply if the customer, in place of claiming compensation, demands instead of the goods being supplied reimbursement of wasted expenditure.
(3) Insofar as we accept no compensation liability or our liability is limited, this shall apply also in respect of the personal compensation liability of our employees, staff, associates, representatives and vicarious agents.
8 Data protection clause
All personal data will in all cases be treated as confidential. Data required in order to implement the transaction will be processed and stored electronically and passed on to affiliates or firms commissioned for the purpose of executing the order. In addition, data will be made available to affiliates and, if applicable to the SCHUFA credit investigation agency and other credit rating agencies for the purpose of a credit evaluation and monitoring. The provisions of the Federal Data Protection Act will be observed when data is processed.
9. Retention of title
(1) We shall retain ownership of all goods supplied until full payment has been made. The retention of title shall also apply until all claims, including future and conditional claims arising from the business relationship between the customer and us, have been met. In the event of the customer behaving in breach of contract, in particular in the event of late payment, we shall be entitled to take back the merchandise. Our taking back of the merchandise shall constitute cancellation of the contract. After taking back the merchandise we shall be authorised to exploit it for commercial gain. The proceeds of exploitation, less reasonable costs of exploitation, are to be deducted from the customer’s debts.
(2) The customer shall not be authorised to pledge or assign the goods as security, but shall be entitled to sell on the goods to which we retain title in the normal course of business. The customer assigns to us even now the receivables arising hereby from its business partners. We accept the assignment.
(3) If the goods are modified or processed by the customer, the right of retention of title shall extend to the entire new item or items. The customer shall acquire joint title to such fraction as corresponds to the ratio of the value of its goods to that of the goods supplied by us.
(4) If the value of all securities existing in our favour exceeds the existing receivables by more than 10% for a sustained period, then at the customer’s request we shall release the securities as we see fit.
10. Jurisdiction – Place of execution
(1) Jurisdiction shall lie exclusively with the courts responsible for the location of our head office.
(2) The laws of the Federal Republic of Germany shall apply. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
(3) Unless otherwise indicated in the order confirmation, the place of execution shall be the city in which our head office is located.