Standard sales and delivery terms
LUDWIG standard sales and delivery terms
1. Applicability; signing an agreement
1.1Any kind of goods and services can only be provided to customers in accordance
with our standard terms and conditions, and customers can accept them by placing orders or
accepting services, unless otherwise specified in our quotation letter or order
Even if we do not object, the opposite terms and conditions do not apply.
Our standard terms and conditions will apply to all future business relationships, even if they do not explicitly agree again.
1.2Our offer is not binding. Before we issue a written order confirmation or ship the
order to the customer, no contract may be formed. Unless the customer immediately raises an
objection in writing within no more than four (4) working days, the contents of the order
confirmation, delivery note and our other confirmation documents shall be deemed to have
been confirmed by the customer as accurate.
When a customer orders goods, the customer makes a binding statement that he intends to place the order. We have the right to accept the contract quotation contained in the order within two (2) weeks after receiving the order. Acceptance can be done in written form, or through delivery of goods or projects to customers.
1.3We reserve the right to make technically necessary or advantageous changes to the product. Dimensions, illustrations and drawings are only used to provide preliminary information to customers and must be confirmed by us in writing to be binding. Information about product features and functions is for illustrative purposes only and is not binding.
1.4Unless otherwise specified in detail, the following content shall be applied in the order shown to supplement the content of the agreement: the provisions and specifications in the offer, construction plans and performance specifications, these standard terms and conditions, and the general provisions of the Civil Code .
1.5As long as our suppliers supply us in an appropriate and timely manner, we can
reach an agreement.
This only applies if we are not responsible for non-delivery, especially if we have an appropriate underwriting transaction with the supplier. The customer should be notified in time that the service is unavailable. The consideration shall be refunded immediately.
2.Cost estimation/preliminary work
2.1If the client requests a binding quotation, there must be a written cost estimate. The work and materials required to manufacture the part should be detailed in the cost estimate, as well as the price of each material. The contractor shall comply with the cost estimate until the (4) period after the estimate is completed.
2.2According to the agreement, the cost estimate requires a fee.
2.3The preliminary work should also be charged according to the agreement, such as preparing customer specifications, planning documents, plans, drawings and models.
2.4If an order is placed based on a cost estimate, any cost of the cost estimate and the cost of any previous work should be offset against the invoice of the order.
3.1The delivery date or deadline is only binding upon agreement with the customer or confirmation in writing by us. The delivery period should start from the date of order confirmation, after any technical issues have been clarified and documented, and after receiving the plan provided by the customer.
3.2Unforeseen events, such as force majeure, delivery or transportation delays or labor disputes, shall exempt us from our responsibility for timely delivery during this period; to a certain extent, we are not responsible for such events. The delivery period shall be extended according to the duration of the interruption. If the interruption lasts for more than six (6) months, either party may terminate the agreement. In this regard, the customer has no right to claim damages.
3.3If we default, the client has no right to withdraw the agreement until it issues a warning and sets a reasonable deadline for performance or remedy. Unless otherwise specified in these terms and conditions, claims for damages shall be excluded.
3.4If the customer fails to accept the delivery, or if the customer has other faults
due to delayed delivery, we have the right to store the product at the customer's risk and
After the deadline for accepting the product has been determined and has expired, we will have the right to cancel the agreement and demand damages instead of performance. Our further rights will not be affected.
3.5The risk of accidental loss and accidental deterioration of the goods shall be transferred to the customer through the transfer of possession or (for the sale of goods) the delivery of the goods to the shipper, carrier or other person or organization intending to ship the goods. If the customer does not accept the goods, this is equivalent to delivering possession.
3.6We have the right to deliver in batches, over delivery and short delivery are +/- 10%. As long as the customer defaults on any debts arising from our business relationship, our delivery obligations will cease. For notification orders, the total amount must be cancelled within 12 months.
3.7Unless otherwise agreed, our goods and services shall be deemed to have been accepted when they are used (at the latest). We have the right to request partial delivery.
4.Price and payment terms
4.1Unless otherwise agreed or stated directly on the order confirmation, all prices shall be calculated according to the price list valid at the time of order confirmation. All prices are the warehouse price plus transportation and transportation insurance costs and value-added tax. If the time from reaching an agreement to delivery exceeds 4 months, we have the right to request a surcharge based on our reasonable judgment and the increase in cost before delivery.
4.2Unless otherwise agreed, the customer shall pay the net amount at a discount of 2% within thirty (30) days or eight (8) days after issuing the invoice.
4.3For payments made by bank transfer, checking or changing the value date should be regarded as the key date for receipt of the payment. Checks and money orders can only be accepted by us through special agreements and the only way of fulfilling all check and bill fees.
4.4If the customer exceeds the allowed payment period, we reserve the right to claim
damages for breach of contract. During the default period, the customer’s debt will be
The interest rate is eight percent (8%) higher than the benchmark interest rate. We reserve the right to claim and prove higher liquidated damages to the contractor.
4.5If the customer fails to fulfill its payment obligations in accordance with this agreement, or suspends payment, or if we realize that other circumstances make the customer's creditworthiness questionable, we will have the right to recover all remaining debts and require advance payment or provide guarantees. In this case, we also have the right to cancel the agreement without setting a compliance period for which the agreement has not been fulfilled.
4.6Only when the customer's counterclaim is determined by the court as final and absolute, or recognized by us, the customer has the right to offset. Only when the customer's counterclaim is based on the same contractual relationship, the customer can exercise the right of deduction.
4.7If the design, execution or size of the project changes relative to our quotation or confirmation letter, whether it is at the request of the customer, or due to technical requirements, unforeseen difficulties or other circumstances beyond our control, we have the right to inform the customer Charge additional fees.
4.8Our payment requirements will expire within five years.
5.Retention of title
5.1Regarding the agreement with the contractor, we retain the ownership of the goods until all debts arising from our ongoing business relationship are fully paid.
5.2Customers should handle merchandise carefully. If maintenance and inspection work is required, the customer shall do it regularly at his own expense. The customer should immediately report any seizure of the goods by a third party, for example, if the goods are seized, damaged or destroyed. Customers should promptly report to us any changes in product ownership and any changes in their own residence. If the customer violates the agreement, especially default payment or breach of any obligations under these terms and conditions, we have the right to cancel the agreement and request a return.
5.3The customer can only dispose of the product in the normal course of business, provided that the customer agrees to the corresponding retention of ownership. For this reason, the customer transfers all accounts receivable to us at this time and the amount is the outstanding amount of the accounts receivable, and all rights arising from the retention of ownership. The power granted to the customer is revocable. Once the contractor stops fulfilling its payment obligations on time and defaults in payment, we reserve the right to collect the receivables by ourselves.
5.4In the case of product processing or combination, the customer will transfer the
ownership of the reserved product price as collateral to us at this time and place, and keep
the items for us free of charge. The customer should assume the handling or processing of
the reserved product on our behalf, but we do not assume any obligation for this. If the
reserved products are processed together with non-our products, we will obtain joint
ownership of the new products based on the ratio of the value of the products we provide to
other processed products.
If the goods are mixed with items that are not owned by the company, the same applies.
5.5If the value of our collateral exceeds the face value of the outstanding accounts receivable by more than ten percent (10%), we will release the collateral upon request.
5.6Customers are obliged to insure all typical risks of products provided under their reserved ownership or items produced through combination, mixing or processing, including but not limited to fire, theft and water damage, and to handle products or items carefully.
6.1The customer must perform an inspection immediately after receiving the goods, and within one (1) week after receipt or inspection, promptly notify us in writing of any objections and any patents or potential defects. Unless the customer inspects the goods immediately after receiving the goods, but no later than before the handling, processing, consumption, use, installation or transfer to a third party, and unless the customer informs us in writing of any objections within one (1) week, the customer will Lost its guarantees and claims for lack of quality assurance. After these periods expire, all warranty and compensation claims will be excluded. In order to comply with the above deadline, timely dispatch should be sufficient. For all requirements related to the claim, especially the defect itself, the time of defect detection and the timeliness of defect notification, the burden of proof shall be fully borne by the customer.
6.2We guarantee that our products are free of defects, whether through the same
curing or through remanufacturing, we choose. The replaced parts will become our
Already owned by us. If we sincerely and unequivocally refuse to perform our obligations, refuse to eliminate or correct defects due to unreasonable expenses, or if the remedial measures prove unsuccessful or the customer does not accept, the customer can choose to only request a reduction in our expenses ("reduction") or withdrawal Agreement ("Cancellation") and compensation in lieu of fulfilling obligations, subject to limitation of liability.
However, if it is only a minor breach, especially a minor defect, the customer has no right to terminate the contract.
In addition, if the customer chooses to terminate the contract due to a defect in ownership or materials and the remedy is proven unsuccessful, the customer is not entitled to compensation for the defect. If the customer chooses to compensate after the cure proves unsuccessful, if the customer accepts this arrangement, the product should belong to the customer. The compensation shall be limited to the difference between the selling price and the value of the defective product. If we have fraudulently caused a breach of contract, this clause does not apply.
If the provided product is defective due to defective maintenance or cleaning, damage or improper use, handling or repair, there is no warranty claim.
For third-party products or products that are used in conjunction with our products and services or in conjunction with our products and services, we hereby exclude warranty and compensation claims against us, and we will transfer to our customers any responsibility for third-party delivery suppliers. Claim.
Unless otherwise agreed, we do not guarantee the operability of our products and services, as long as the customer combines them with any third-party products or operates with third-party products. If in a multi-part delivery, only a single part is defective, the customer's claim against us is limited to these parts. The warranty period should be one year after delivery. If the customer does not notify us of the defect in time, it does not apply (paragraph 1 of this clause).
6.3If we are not responsible for the breach of contract in the defect, the customer
has no right to cancel the agreement. If we may be held accountable due to gross negligence
or due to any bodily injury or health injury or loss of customer life caused by us, the
short limitation period does not apply.
The foregoing does not affect our responsibilities under the Product Liability Act.
6.4In the case of fraudulently concealing defects or granting quality assurance, other claims shall not be affected. In the legal sense, customers should not obtain any guarantee from us.
6.5To the extent permitted by law, any other claims, especially claims related to
indirect losses, are not included. To the extent permitted by law, all claims, even if they
are based on affirmative breach of contract or tort, especially claims based on product
liability or other legal basis, can only be filed against us with wrong intentions or gross
negligence. If an important contractual obligation is violated, and the violation can be
attributed to our business organization, we will be liable for general negligence. Such
claims will lapse within six (6) months, and the relevant limitation period will begin at
the time of delivery.
If the contractor is obliged to maintain spare parts for us, the obligation is limited to 5 years after delivery.
6.6Unless otherwise specified in these terms and conditions, all other claims are excluded.
7.1We are not responsible for negligence caused by general negligence. In addition, our liability is limited to foreseeable, typical contract losses and direct losses based on the type of work. This also applies to breaches of contract caused by the general negligence of our legal representatives or agents.
7.2As far as the company is concerned, we are responsible for general negligence in basic contractual obligations.
7.3The above limitation of liability shall not affect any claims made by customers based on product liability. In addition, the limitation of liability does not apply to any bodily injury or health injury that can be attributed to us, or if the customer should lose his life and such loss can be attributed to the contractor.
7.4Someone pointed out that the application-related parts of our instruments are full of mercury, which may be harmful. Therefore, the customer is obliged to check whether the goods delivered to him have glass damage or mercury leakage, and if not clearly indicated, they should also check the goods delivered to the customer. Any liability for breach of these obligations is excluded.
8.1Customers should immediately notify us of claims made by third parties for infringement of intellectual property rights in the delivered products. As long as we represent the customer and produce according to the customer's specifications, the customer is responsible for ensuring that the product does not infringe the rights of third parties. Customers should protect us from third-party claims.
8.2Customers should provide us with necessary assistance in safeguarding their property rights.
8.3If the rights of a third party prevent the customer from using the delivered product, we will grant him the right to use the product according to the customer's choice, or let them replace the product with another product that does not infringe the rights of the third party.
9.General provisions, miscellaneous
9.1Any and all changes and additions to this agreement and these terms and conditions must be made in writing to be effective.
9.2If any of the above clauses are found to be invalid, this will not affect the validity of the remaining clauses. If any clause of these contract terms and conditions is found to be invalid, taking into account the remaining clauses of this contract, these clauses should be replaced by valid clauses closest to the economic purpose of the invalid clause.
9.3The legal relationship between the customer and us shall be fully governed by the laws of the Federal Republic of Germany. The application of international conventions on the cross-border sale of goods is excluded.
9.4If the client is a businessman, a legal entity under public law, or a special fund under public law as defined in the Commercial Code, both parties agree that the exclusive jurisdiction for all disputes directly or indirectly arising from this agreement shall be our business residence and understand us It is also possible to sue the client in its general jurisdiction. The same applies if the client does not have a general jurisdiction in Germany, or if his domicile or usual place of residence is unknown at the time the lawsuit is filed.
9.5The customer acknowledges that in the course of our business, his personal data
should be recorded and processed within the scope of commercially necessary. The customer
hereby agrees to this purpose and is deemed to have
Notification is issued in accordance with Article 33. 1 Federal Data Protection Act.