General delivery conditions
Version 1.4. - valid from 01.01.2015
1. General Provisions
The scope of the deliveries and services is governed by the written declarations made on both sides. General terms and conditions of business of the client apply only to the extent that LXinstruments (LX) has expressly consented to them in writing. LX reserves the right to use proprietary rights and copyrights in the form of cost estimates, drawings and other documents. The documents may be made accessible to third parties only with the prior consent of LX and shall be returned immediately upon request if the order is not given to LX. Sentences 1 and 2 shall apply equally to documents of the Client. However, these may be made accessible to third parties to whom LX has permitted transferred deliveries. In the case of standard software, the customer has the non-exclusive right to use the agreed features in the same way on the agreed devices. The client may produce two backup copies without explicit agreement. Part deliveries are permissible insofar as they are reasonable for the customer.
2. Prices and terms of payment
The prices are ex works excluding packaging, shipping, insurance plus the applicable legal value added tax. If LX has taken over the installation or assembly and is not agreed otherwise, the client bears, in addition to the agreed remuneration, all necessary ancillary costs such as travel expenses, transport costs for the tools and personal luggage. Payments should be made directly to the LX bank account, by cheque or on-line by credit card. The customer can only offset such claims, which are undisputed or legally established.
3. Extended retention of title
The goods of the deliveries (reserved goods) remain the property of LX until the fulfilment of all claims against the customer arising from the business relationship. Insofar as the value of all collateral rights which LX is entitled to exceed the amount of all secured claims by more than 20%, LX will, at the request of the client, release a corresponding portion of the collateral rights. During the period of the (extended) retention of title, the customer is prohibited from pledging or safeguarding the goods and the resale is only allowed to resellers in the ordinary course of business. In the case of seizures, confiscations or other orders or interventions by third parties, the customer shall immediately notify LX. In the event of a culpable breach of the contractual obligations by the customer against essential contractual obligations, in particular in the event of a delay in payment, LX shall be entitled to take back the goods upon request. The client is obliged to surrender. The withdrawal or the assertion of the retention of title or the attachment of the reserved goods by LX shall not constitute a withdrawal from the contract, unless LX had expressly declared this.
4. Time limits for deliveries and delays
Compliance with the agreed deadlines for deliveries requires the timely receipt of all documents, necessary approvals and releases, specific plans, as well as compliance with the agreed terms of payment and other obligations by the customer. If these conditions are not fulfilled in time, the deadlines are extended accordingly, this does not apply if LX is solely responsible for the delay. If the non-compliance of the deadlines is due to force majeure, e.g. mobilisation, war, riot, strike, lock-out, or similar events, the deadlines are extended appropriately. If LX is in default, the customer may - if a binding and definite date of delivery has been agreed upon and convince him that a loss has occurred to him - compensation for each completed week of delay of 0.2% in total but not more than 2% of the delay Price for the part of the deliveries that could not be put into operation due to the delay. Delayed damages cannot be claimed in any case if the delay lies outside the sphere of influence of LX, e.g. by delays on the part of the manufacturer of traded goods. The same also applies to delays due to late delivery, delays in customs clearance or other administrative processing (for example, required export licenses such as ITAR, etc.). Compensation claims of the customer which go beyond the limits stated in no. 3, shall be excluded in all cases of late delivery. This does not apply, as far as is mandatory in cases of intent or gross negligence. A change of the burden of proof to the detriment of the client is not connected with this. The right of the customer to rescind the contract after a fruitless expiry of an extension of the LX shall remain unaffected. If shipment or delivery is delayed by more than one month after notification of readiness for shipment, the customer may be charged 0.5% of the price of the goods, but no more than a total of 5% for each month commenced. Proof of higher or lower storage costs shall remain unaffected by the Contracting Parties
5. Transfer of risk
The risk is transferred to the customer as follows: For deliveries if they have been provided for shipment (EXW). At the request and expense of the customer, deliveries by LX are insured against the usual transport risks. For delivery with installation or assembly, no later than the day of the arrival at the customer business. The risk of accidental loss, damage to the products as soon as they are within the sphere of influence of the customer, will in no case be borne by LX. If the dispatch, the delivery, the beginning, the execution of the assembly or assembly or the take-over in the customer's business is delayed for reasons for which the client is responsible or the customer is in default of acceptance for other reasons, the risk passes to the client.
6. Installation and assembly
Unless otherwise agreed in writing, the following provisions shall apply to installation and assembly:
1. The customer shall bear the costs at his own expense and in due time:
- All earthworks, construction and other non-agricultural ancillary works, including the required specialist and auxiliary personnel, building materials and tools,
- The items and materials required for assembly and commissioning, such as scaffolding, hoists and other devices, etc.,
- Energy, compressed air and water at the site of use including the connections, heating, lighting and telephone or internet connection,
- Sufficiently large, suitable, dry and lockable rooms at the assembly site for the storage of machine parts, apparatus, materials, tools, etc., and suitable work and lounge rooms for the assembly personnel, including the circumstances of appropriate sanitary installations; In addition, in order to protect the property of LX and the assembly personnel on the construction site, the client shall take the measures which he would take to protect his own property,
- Protective clothing and protective devices which are necessary due to special circumstances of the assembly site.
2. Before the start of the assembly work, the customer must provide the necessary information about the loction of concealed electricity, gas,
water pipes or similar installations as well as the required static data without being requested.
3. Before starting the installation or assembly, the equipment and objects required for the commencement of the work must be at the installation
or assembly site and all preliminary work before the start of the installation must be sufficiently advanced so that the installation or
assembly can be commenced as agreed and carried out without interruption. The access routes and the installation or assembly site must be
levelled and cleared.
4. If the erection, assembly or commissioning is delayed due to circumstances beyond LX`s responsibility, the customer shall bear the costs for
the waiting period and additional required journeys of LX or the assembly personnel to an appropriate extent.
5. The customer shall immediately certify to LX the duration of the working time of the assembly personnel as well as the completion of the
installation, assembly or commissioning.
6. If LX requires the acceptance of the delivery after completion, the customer must do so within two weeks. If this is not the case, acceptance
shall be deemed to have taken place. The acceptance shall likewise be deemed to have taken place if the delivery has been put into use,
if necessary after completion of an agreed test phase.
Deliveries shall also be accepted by the client, if they have negligible defects.
LX shall be liable for defects including the absence of assured characteristics as follows:
- LX shall, at its discretion, repair or re-supply all parts or services of its own free of charge, within 12 months, without regard for the duration of the operation, from the date of the transfer of risk.
- Warranty claims expire 12 months after notification of the complaint. LX shall be notified immediately in writing.
- In the event of a defect, payments by the customer may be withheld to an extent which is proportionate to the defects found. If the contract is part of a business of a commercial enterprise, the customer can only withhold payments if a complaint is made which cannot be doubted.
- LX shall be given adequate time and opportunity to rectify the defect. If this is refused, it is exempted from the warranty.
- If LX allows a reasonable period of grace set for it to expire without rectifying the defect, the customer may demand a reduction of the remuneration.
- The warranty does not cover natural wear and tear or damage resulting from the risk of accident, as a result of faulty or negligent handling, excessive wear and tear, unsuitable operating equipment, defective construction work, unsuitable foundation or due to special external influences which are not presupposed under the contract, and to non-reproducible software errors. If the client or a third party improperly undertakes alterations or updating work, there is no guarantee for this and the resulting consequences.
- The warranty period is 6 months for repairs, replacement deliveries or replacement services; It runs at least until the end of the original warranty period for the delivery item. It shall be extended for those parts which cannot be operated expediently because of the interruption, the duration of the interruption caused by the repair or replacement.
- The deadlines set out in points 1, 2 and 7 shall not apply in so far as non-exclusive, statutory longer periods apply.
- Further warranties of the customer against LX are excluded; Art. 11 (other liability) remains unaffected.
9. Industrial property rights and copyrights
If a third party is entitled to claim against the client due to the infringement of an industrial property, right or copyright (hereinafter referred to as "proprietary rights") by LX, LX shall be liable to the customer as follows: LX will, at its discretion, either obtain a right of use for the product, modify the product in such a way that the protection right is not infringed, or exchange the product. If this is not possible at LX at reasonable conditions, the product can be withdrawn against reimbursement of the purchase price. The aforementioned obligations of LX exist only if the customer immediately informs LX of the claims asserted by the third party in writing, does not acknowledge an infringement, and LX reserves all defensive measures and settlement negotiations. If the customer uses the product for damage reduction or other important reasons, he is obligated to point out to the third party that the usage setting does not entail an acknowledgment of an infringement of the copyright law. Claims of the client are excluded, as far as he is responsible for the infringement. Claims of the client are also excluded, as far as the infringement of the protection is caused by special requirements of the client, by an application not foreseeable by LX or by the fact that the product is modified by the customer or is used together with products not supplied by LX. Any further claims against LX shall be excluded. However, Art. 11 (other liability) remains as unaffected as the right to reduction.
10. Impossibility of contract adjustment
If LX is unable to fulfil the delivery due to a reason for which it is responsible, the customer shall be entitled to demand damages. However, the customer's claim for damages shall be limited to 10% of the value of the part of the delivery that cannot be put into operation. This does not apply, as far as in cases of intent, gross negligence or the initial incapacity is mandatory. A change of the burden of proof to the detriment of the client is not connected with this. The right of the customer to withdraw from the contract shall remain unaffected. Unless unforeseeable events within the meaning of Art. 4 No. 2 significantly alter the economic significance or the content of the delivery or have a significant effect on the operation of LX, the contract shall be adjusted appropriately in accordance with good faith. If this is economically unacceptable, LX has the right to withdraw from the contract. If LX intends to exercise this right of withdrawal, it must notify the customer without undue delay after recognizing the scope of the event, even if an extension of the delivery time was initially agreed with the customer.
11. Other liability
Claims for damages by the client, irrespective of the legal basis, in particular from positive breach of obligations, in the case of contractual negotiations and from unlawful acts, are excluded. According to the Product Liability Act or in cases of intent, gross negligence, the absence of assured characteristics or the violation of essential contractual obligations. However, the compensation for the infringement of essential contractual obligations is limited to the type of foreseeable damages, unless intent or gross negligence exists. A change of the burden of proof to the detriment of the client is not connected with the above regulations.
The sole court of jurisdiction, if the client is a merchant, shall be the District Court of Stuttgart in the case of any disputes arising directly or indirectly from the contractual relationship at the option of LX. German law shall apply to the contractual relations to the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
13. Binding nature of the contract
The contract shall remain binding in the remaining parts of the contract even if individual points are legally invalid. This does not apply if adherence to the contract would constitute an unreasonable hardship for either party.