General Terms of Delivery of W.R. Lang GmbH

General information – scope of application

Our terms of business only apply to entrepreneurs and legal persons for the sale of goods and the delivery of goods to be produced or created; we do not accept conditions of customers opposing or diverging from our terms of business.

Offers, Samples

Our offers are binding for 10 working days. When we provide the customer with samples of the requested product, these sample remain our property and only serve internal evaluation and decision making of the customer regarding the conclusion of a delivery contract.

 

The customer is not entitled to resell the sample or use it for any other purposes. We are entitled to reclaim samples at any time. Insofar we transmit images/image files, graphics, templates and/or other information regarding our products to the customer in order to facilitate an internal evaluation and decision making, this transmission is made only temporarily and only for the respective purpose. The customer is not entitled to resell these, share them with third parties, or use them for any other purposes. We are entitled to demand their deletion / destruction and  / or return at any time.

Terms of Payment, Packaging, Shipment, Transport, Risk of Loss, Set-Off, Withholding

All prices are net prices to which the legally valid value added tax, freight / shipping / packaging cost will be added.

For delivery within Germany we charge € 5.75 shipping cost for orders of a net value below € 150, otherwise shipping is free of charge. This does not apply when the shipped goods are dangerous or bulky goods. In this case the actual freight costs are charged.

If the delivery is made to Austria, we charge € 9.50 shipping costs, unless it is dangerous goods. Then the actual freight costs are calculated.
For all other countries, the calculation is depending on the country and package.

The agreed fee is due for payment within 30 days after delivery for domestic customers. In the case of payment by direct debit or bank transfer, in each case within 10 days of delivery of the goods, we grant a 2% discount, provided that the net invoice amount exceeds € 50. In the case of export customers, delivery is always made against payment in advance. If payment after delivery is agreed for export customers, the agreed payment is due within 8 days after delivery. In the case of new customers, we reserve the right to deliver against advance payment or cash on delivery. The customer shall bear the costs of the payment transaction.

Cheques and bills of exchange shall only be deemed to be payment after they have been honored. The acceptance of bills of exchange requires prior agreement with us. If bills of exchange are accepted, the bank discount and collection charges etc. shall be charged and immediately due for reimbursement. In the event of non-punctual payment of a bill of exchange or non-redemption of a check, the then still current bills of exchange and our outstanding residual claims against the customer shall become due immediately, with cancellation of all other agreed payment periods.

Delivery always takes place at the customer’s risk. We only bear liability for the fault of our own transport persons if we or our vicarious agents acted with intent or gross negligence.

In the absence of specific agreements we shall be entitled to choose the carrier as well as the means of transportation.

When we are obligated to advance performance, we may refuse the performance incumbent upon us if it becomes apparent after conclusion of the contract that our claim to payment is endangered by the lack of performance of the customer. In case of a substantial deterioration of the financial situation as well as threatening insolvency we are entitledto only deliver against prepayment or to demand the provision of suitable security. Should this not be provided within a reasonable period, we are entitled to resign from the contract and demand compensation for damages due to non-performance.

Price Changes

Price changes within the scope of this contract are permissible when there is a period of time longer than 6 weeks between the conclusion of contract and the agreed upon delivery date. In the event that wages, material costs or marketable cost prices, in particular because of a change in exchange rates, have increased during this period, we are entitled to reasonably adjust the price according to the increase in costs. We will present these cost increases to the customer upon request.

Delivery Time, Partial Delivery, Reservation of Self-Delivery

A term of delivery agreed upon starts with conclusion of contract, but not before the performance of an act of cooperation by the customer that is required for our service provision, nor before the receipt of an agreed advance payment.

The delivery term is extended appropriately in case of unforeseen hindrances which occur outside our will, i.e. disruptions of operation, delays delivery of essential materials, insofar as such hindrances have a demonstrable and substantial influence of the delivery and / or production of the object of the contract and are beyond our responsibility. This also applies when such circumstances occur with our sub-suppliers. The delivery period will be extended according to the duration of such measures and obstacles. The aforementioned circumstances are equally beyond our responsibility if the occur during an existing delivery delay. The same applies accordingly to agreed fixed delivery dates.

An unforeseen hindrance within the meaning of paragraph 2 may also be a pandemic and / or new disruptions caused by a pandemic already known / prevailing at the time of conclusion of the contract. Effects of a pandemic may also constitute unforeseen obstacles within the meaning of this paragraph, e.g. quarantine obligations of our employees, unforeseen long-term illnesses, absences due to illness and / or delays in the provision of services based on home office services or other circumstances made more difficult by the pandemic and beyond our control, e. g. contact closures , cancellation of personal meeting appointments / workshops, release of employees for childcare due to unavailability of kindergartens, schools and other childcare facilities. We will inform the customer of any obstacles that occur and their likely effects and submit a proposal for a solution.

Partial deliveries are permitted within our specified delivery times insofar that there unless these would result in disadvantages to the customer.

Delivery takes place under reservation of a proper and timely delivery on the part of our suppliers: in case we cannot provide the due service although we have concluded a congruent coverage transaction we are released from our duty to perform. This only applies if we have not induced this circumstance deliberately and there is a non-temporary hindrance to performance on the part of our supplier. We shall inform the customer accordingly without delay and reimburse potential advanced payments to them.

Retention of Title

We reserve the right to the retention of title to the delivery items until complete payment. Is the customer an entrepreneur, we retain ownership of the delivery item until the receipt of all payments arisen from the business relationship with the customer until the date of transfer of possession. This also applies if individual claims, or all claims, have been included in an ongoing invoice and the balance has been struck or approved.

The customer is entitled to sell the goods delivered as part of proper business practice but not to pledge them or transfer them as security. The customer assigns the resulting payment claims towards their customers to us already in advance as a security for our claims resulting from the underlying business transaction, as well as from all other claims outstanding at the date of the transfer of possession. The customer is obliged at any time to provide us with information on all assigned claims and to provide us with all necessary documents, in particular copies of invoices, insofar they no longer meet their repayment obligations, in particular if the customer is in default with their payment obligations. We commit to release the securities we are entitled to upon the customer’s request insofar as their value exceeds 120% of the value of the receivable claims to be secured. Payments by the customer’s buyer will first be set off against the claim from the underlying business transaction and subsequently against further potential outstanding claims from the business relationship with the customer. Article 127 Section 2 BGB (German Civil Code) applies.

Any processing or transformation of the goods by the customers will always be carried out on our behalf. If the delivery items are processed with or combined with other items that are not our property, we shall acquire co-ownership of the new item proportionate to the value of the delivered items in relation to the other mixed items at the point in time when processed. In addition, the same conditions apply for the item created by adapting, combining and mixing as apply for the goods subject to retention of title.

Claims for Defects of the Customer

Claims for defects of the Customer lapse 12 months after transfer of risk.

Section 7.1 shall not apply

 

  • if we have maliciously concealed the defect;
  • if we have assumed a warranty for the quality of the object / our service or a durability warranty and the defect is covered by this warranty;
  • for possible claims for damages by the customer that are directed toward compensation of injury to body or health. We are liable to the legal extent for all and any culpable injury of life, body, or health;
  • for possible claims for damages by the customer which result from a grossly negligent breach of duty on our part for from a willful or grossly negligent breach of duty on the part of one of our legal representatives or our vicarious agents;
  • for possible claims for damages by the customer which stem from a culpable injury of our obligation to deliver the object of purchase free of material defects and defects in title and our obligation of the procurement of property thereof;
  • for entrepreneurs and their claims under a right of recourse which have arisen as a result of the fact that the entrepreneur, for his part, has fulfilled justified claims for defects on the part of his customer, who is a consumer, on account of a defect in the purchased item newly manufactured by us;
  • for claims arising from product liability;

If we owe the procurement and transfer of one or several items, or the delivery of items to be produced or created specifically adapted to customer requirements, we are entitled, at our option, to remedial action or a replacement delivery free of charge; if we are not able to remedy a defect subject to our warranty obligation, if the subsequent performance has failed or if it would otherwise be unreasonable for the customer, the customer may withdraw from the contract or demand a reduction of the purchase price instead of subsequent performance or a replacement delivery. There is no material defect in the case that a lesser quantity and/or a higher-value product has been delivered to the customer. In the case of delivery of a lesser quantity, the customer is solely entitled to a subsequent delivery of the missing quantity.

The customer bears the costs of subsequent performance that stem from the transfer of the goods to a place other than the place of performance. Any replaced parts become out property.

The subsequent performance is only effected after the buyer has paid the agreed amount less the withholdings for the deficiency. The amount of the withholdings may not exceed the triple of the remedy costs.

The repair is not considered to have failed with the second unsuccessful attempt.

The right of the customer to demand, in case of a defect, subsequent performance, a reduction of price, withdrawal from the contract / compensation of damages (instead of or besides the fulfillment) or a substitute for fruitless efforts remains unaffected by the above terms.

Obligation to examine and give notice, notice of damage to the carrier / forwarder, etc.

The statutory duty to examine and notify defects shall apply. In the event that the buyer violates its obligation to inspect and provide notice of any defects, the delivery item is deemed as approved in view of the defect concerned.

When the goods are shipped by a freight carrier, a forwarding agent, rail, ship or plane, the customer is obliged to indicate any loss or visible transport damage of the   transport goods to the freight carrier, forwarding agent or supplier and take other measures to safeguard possible claims for damages toward them.

Place of Performance and Court of Jurisdiction, Applicable Law

If the Customer is a merchant in terms of the German Commercial Code (Handelsgesetzbuch), a legal person under public law or a special fund under public law, the exclusive place of jurisdiction for all disputes arising from the contract is our place of business.

If the Seller is a merchant in terms of the German Commercial Code (Handelsgesetzbuch), a legal person under public law or a special fund under public law, the exclusive place of performance for all services resulting from the contract is our place of business.

German law shall apply exclusively, with the exclusion of laws concerning the international purchase of movable property, including when the customer’s registered office is located abroad.