Terms of trade

General Terms and Conditions for Lapp Mobility GmbH

 

1. General information

All our deliveries and services to entrepreneurs are based on our following Terms and Conditions, which are agreed with the acceptance of our performance even without the express consent of the customer. The customer’s terms and conditions shall not apply even if we do not expressly object to them and perform the delivery.

Deviations and additions by the customer are only validly agreed with our express written confirmation. They only apply to the transaction for which they have been agreed.

The following Terms and Conditions shall apply to every future contract even in if they are not expressly agreed in future.

 

2. Offer, contract conclusion, written form

Our offers are non-binding. After the customer’s order, the contract is formed by our written order confirmation, which is also legally valid when issued in machine-written format, without signatures or names, or by our delivery. Disclosures made prior to the order as part of the order processing, in particular regarding performance, consumption or individual data, shall only be binding if confirmed by us in writing with the order confirmation or thereafter. Information in brochures and advertisements do not constitute agreements on the nature and quality of the goods or services.

Our representatives have no authority to give guarantees or make agreements that deviate from the Terms and Conditions. Any such agreements require our written confirmation in order to be effective.

 

3. Prices

The prices in force on the day of order entry plus the VAT rate applicable on the day of invoicing shall apply. The prices for copper cable include a copper base of EUR 150.00/100 kg copper, unless otherwise stated in the price quotation.

The basis for calculating the sales price is the published DEL stock market rating for copper on the day prior to the day of order entry plus a 1% metal purchasing fee. The sales price shall rise or fall by the difference between the copper basis and the copper rating.

If other metals (e.g. aluminium, or lead) are used, the invoicing method shall be analogous to that used for copper.

The values specified in the offer constitute the starting point for the sales price calculation. For articles without a metal base designation, i.e. with full pricing (e.g. cable glands and contacts), we reserve the right to make appropriate adjustments in the event of extraordinary changes in raw material prices.

 

4. Packaging

Our offers are always based on the delivery conditions “ex works Stuttgart”. Unless otherwise specified or agreed, we deliver in disposable cardboard boxes.

If unforeseeable increases in material, wage or transport costs, taxes or levies occur between the conclusion of the contract and delivery, we shall be entitled to make an upward or downward price adjustment in accordance with these factors at our reasonable discretion if delivery is not to be made within four months of the contract’s conclusion. If the customer makes changes after the contract’s conclusion, we can adjust the prices in line with the additional costs caused by the changes.

 

5. Dates and deadlines

We shall meet the delivery dates and deadlines stated in the order confirmation to the best of our ability, however they merely reflect the expected delivery time.

 

5.1 Delivery periods shall only commence after complete clarification of all details.

The execution of deliveries is conditional upon a timely response to all queries, forwarding of all necessary or required drawings and documents or factory parts to be supplied, granting of all necessary releases and approvals.

Otherwise, the delivery period shall be extended accordingly.

 

5.2 The period or deadline shall be deemed to have been met if the consignment is dispatched within the period or on the agreed date, its readiness for dispatch is notified or it is collected

.

 

5.3 We are only obliged to execute and deliver if the customer has made all agreed payments. If payments are made late, we may extend the delivery periods accordingly.

 

5.4 If the non-compliance with a deadline or a date is due to force majeure, mobilisation, war, riot, strike, lockout or other unforeseeable hindrances affecting our business, for which we are not responsible and which occurred or became known to us after conclusion of the contract, the deadline or date shall be extended accordingly. This shall also apply in cases of unforeseeable events that affect the operations of our upstream supplier and for which neither our upstream supplier nor we are responsible.

 

5.5 Partial deliveries are permissible, and may be agreed upon consultation with the customer.

 

5.6 The quantities and weights that we have delivered ex works or handed over for dispatch shall be decisive for the calculation.

 

5.7 In the case of intra-Community deliveries, the customer shall be obliged to provide us with its VAT ID number together with the information necessary for checking the tax exemption, as well as the necessary supporting documents. If the customer does not fulfil these obligations in time, we will treat the delivery as taxable. We shall then be entitled to additionally charge and demand the respective value added tax. If we have wrongly accepted a delivery as tax-exempt on the basis of incorrect information provided by the customer, the customer shall indemnify us from the tax liability and bear all additional expenses.

 

6. Dispatch, transfer of risk

In the case of ex-works deliveries, consignments shall be dispatched at the risk of the customer. We only take out insurance policies at the express request of the customer, who shall bear the cost.

 

7. Delivery, use of software

 

7.1 Upon delivery of software, the customer is granted a non-exclusive and non-transferable right to use the software and the associated documentation for the operation of the goods for which the software is delivered. Apart from a backup copy, the customer is not permitted to make any copies. Copyright notices, serial numbers and other features serving to identify the software must not be removed or changed.

 

7.2 The customer is obliged to prevent unauthorised access to software and documentation by third parties by taking suitable precautions. It must keep the delivered original data carriers as well as the backup copies in a place secured against unauthorized access by third parties. The customer must also insist to its employees that this delivery condition is met

and that the provisions of copyright law are adhered to.

 

8. Compensation for breach of duty

 

8.1 We are not liable for loss of profit. Compensation shall be limited to 1% for each completed week of the delay or to a total of 10% of the order value. Compensation in lieu of the performance shall be limited to 10% of the order value.

Insofar as we are obliged to provide compensation, this obligation is always limited to the damage foreseeable at the time of the conclusion of the contract.

These limitations of liability shall not apply if a commercial transaction for delivery by a fixed date has been agreed, if we are responsible for intent or gross negligence or the violation of essential contractual obligations or if we are liable for loss of life, bodily injury, or damage to health. Excluding essential contractual obligations, claims due to breaches of duty arising from the contractual relationship shall become statute-barred within the same period as the warranty rights. Claims due to negligently omitted information about negative characteristics of our products are excluded, as far as this does not constitute a material defect. Our statutory liability under the German Product Liability Act (ProdHaftG) remains unaffected by the above provisions.

 

8.2 Our liability for the loss or alteration of data is limited to the typical recovery expenses that would have been incurred if backup copies had been made at regular intervals and in accordance with the risk.

 

8.3 The statutory provisions regarding liability shall apply in the case of an alternative service.

 

9. Notification of defects and warranty

Notifications of defects, as prescribed under Sections 377 and 381 (2) of the German Commercial Code (HGB) (“commercial obligation of examination and notification of defects”) must be made in writing promptly after receipt of goods at their destination, stating the delivery note and/or invoice number.

 

9.1 In the case of a notice of defects filed in due time, the customer may demand subsequent performance (elimination of the defect or delivery of a defect-free item). If two attempts at subsequent performance are unsuccessful (failed subsequent performance), if we refuse subsequent performance, or if subsequent performance is unacceptable, the customer may withdraw from the contract, reduce the purchase price, or claim compensation in lieu of performance. The customer is obliged to grant us the necessary time and opportunity for the subsequent performance. If the removal or installation of the goods delivered by us also falls under the warranty, we have the right to choose whether to do this ourselves or have it done by a third party. The removal and installation costs are limited to 3 times the value of the goods, subject to a maximum of €10 thousand.

 

9.2 No warranty is given for impairments of the delivery item due to natural wear and tear, damage after transfer of risk, or improper handling.

 

9.3 We shall no longer be liable if the customer itself or a third party has carried out subsequent work on and changes to our delivery without our prior consent, or if parts not delivered or approved by us have been used.

 

9.4 Acceptance of returns as a gesture of goodwill:

We are not obliged to take back goods in cases of proper performance of the contract. Should this nevertheless happen in individual cases as a gesture of goodwill, the following conditions apply:

a) The goods must be in their original packaging, labelled so as to enable identification, and in a perfect condition – both technically and visually.

b) The goods must have been demonstrably purchased (order confirmation, delivery note, invoice) from Lapp Mobility GmbH within the last 6 months.

c) Timely written advance notice of the return with agreement of the conditions must have been given.

d) Freight costs: If we agree to take back goods as a gesture of goodwill, the returns must be registered with us and carried out by the customer at the latter’s expense.

 

10. Payment terms

Invoices shall be issued upon dispatch. If goods that are ready for dispatch cannot be dispatched for reasons that fall within the customer’s sphere of risk, the invoice shall nevertheless be issued and be due for payment. Our invoices are payable strictly net 14 days from the date of issue.

 

10.1 In the event of default, we shall be entitled under Section 288 of the German Civil Code (BGB) to demand interest on arrears at 9% above the base interest rate without proof of loss and a flat-rate fee of €40. The assertion of further damages is not excluded. The customer is permitted to prove that no damage or considerably less damage than the flat-rate fee has been incurred. Payments shall always be used to settle the oldest debt due, including interest on arrears, unless the customer expressly stipulates otherwise. Amounts shall initially be credited against interest.

 

10.2 Unless the customer claims material defects, the customer shall only be entitled to carry out offsets or exercise a right of retention in respect of undisputed or legally established claims. If payments are withheld, the claim must be based on the same contractual relationship.

 

10.3 In the case of contracts for work and services, the unconditional payment of our invoice shall be deemed to be an unconditional acceptance of our performance and a waiver of any contractual penalty.

 

11. Retention of ownership

 

11.1 The goods delivered by us shall remain our property until all claims arising from the business relationship between us and the customer have been paid in full.

 

11.2 The customer is entitled to resell and/or process the reserved goods in the normal course of business, unless otherwise stated below.

However, the customer is not permitted to pledge the goods or to assign them by way of security.

 

11.3 If the reserved goods are processed, combined, mixed or blended with other goods or items not belonging to us, we shall have co-ownership of the new item in a share that is proportionate to the invoiced value of the reserved goods relative to the other processed goods or items at the time of processing, combining, mixing or blending. If the customer acquires sole ownership of the new item, the contractual partners hereby agree that the customer shall grant us co-ownership of the new item in a share that sis proportionate to the invoiced value of the processed or combined, mixed or blended reserved goods relative to the invoiced value of the other processed goods or items. Production wages, overheads and other imputed cost factors shall not be taken into account when calculating our co-ownership share. The customer is obliged to disclose to us at any time at our request the calculations of its use of goods in order to determine our co-ownership share. It is hereby agreed that the customer shall store the items in which we have a co-ownership share for us free of charge.

 

11.4 The customer hereby assigns to us by way of security all claims from the resale of our reserved goods in the amount of the purchase price agreed with us; we accept this assignment. We shall only consent to resale if an effective transfer of claims can be made based on the above-mentioned assignment. Whether or not it is changed due to processing, combining, mixing or blending, if the reserved item is resold together with other goods, the above-mentioned advance assignment shall only cover the invoiced value of the reserved goods resold with the other goods.

 

11.5 In the case of contracts for work and services where our reservation of title expires upon their fulfilment, the customer’s pay claim in the amount of the invoiced value of the processed reserved goods is hereby assigned to us; we accept this assignment.

 

11.6 Until revocation by us, the customer is authorised to collect the claims assigned to us in advance on our account in its own name. The authorisation to collect shall expire even without our express revocation if the customer does not fulfil its obligations to us or if the customer suffers a financial collapse, in particular if an application for insolvency proceedings is made or if there are concerns that collected amounts cannot be transferred to us. In the case of advance payments on pay claims partially assigned to us, the customer is obliged to first offset the advance payment against the part of the claim not assigned to us. Between us and the customer, the partial amount not assigned to us shall always be deemed to have been repaid first by instalments collected by the customer.

 

11.7 The collection authorisation does not entitle factoring to be performed. Nor do we agree to the assignment of the resale or pay claims assigned to us within the framework of a genuine factoring agreement.

 

11.8 At our request, the customer shall be obliged to provide written information at any time regarding the whereabouts of the goods subject to our reservation of title. The customer shall be obliged to name other co-owners as well as the debtors of the claims assigned to us, to provide us with all information on the assigned claims necessary for collection, to make available to us the documents necessary for collection, in particular the contractual documents and invoices, and to notify the debtor of the assignment whenever we might request this. The customer must provide us with notices of assignment at any time. It is obliged to inform us without undue delay of any impairment of our rights of reservation of title or other securities, especially pledges.

 

11.9 If the customer acts in breach of contract, in particular if it is in default of payment of a claim arising from the business relationship, or if the customer suffers financial collapse, suspends payments, if court insolvency proceedings are filed against it or if it asks its creditors for an out-of-court settlement, we may withdraw from the contract after setting a reasonable grace period and demand the return of the goods.

 

11.10 We undertake to release the securities to which we are entitled at the request of the customer to the extent that the value of our securities exceeds the claims to be secured by more than 20%; the selection of the securities to be released is at our discretion.

 

12. Design and program changes

 

We reserve title and copyright to cost estimates, drawings and other documents; they must not be made accessible to third parties without our express consent. We reserve the right to make construction and design changes in the light of recent experience and improvements.

 

13. Onward delivery of goods abroad

In case of onward delivery of goods abroad by a domestic buyer, the customer is responsible for checking whether the goods to be exported are subject to restrictions under the Foreign Trade and Payments Act (AWG) of the Federal Republic of Germany, the EU Dual-Use Regulation, or US foreign trade law.

 

14. Place of performance, place of jurisdiction, final provisions

The place of performance for all obligations arising out of this contract, in particular for the payment of the purchase price, and the place of jurisdiction is Stuttgart, Germany, provided that the customer is a merchant within the meaning of Section 38 (1) of the German Code of Civil Procedure (ZPO). This restriction shall not apply if the customer has no general place of jurisdiction in Germany. We shall nevertheless be entitled to institute legal proceedings at the customer’s place of residence. The laws of the Federal Republic of Germany shall apply exclusively. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.

 

Last updated: 1 March 2020

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