General Terms and Conditions of ADV PAX Lutec GmbH, Dettingen / Erms
As of February 2023
§ 1 Exclusive validity of these General Terms and Conditions
The General Terms and Conditions of ADV PAX Lutec GmbH (hereinafter referred to as the Company) shall apply exclusively.
§ 2 General information
2.1 The following terms and conditions apply to all sales, delivery and service transactions of the Company.
2.2 Deviating, conflicting or supplementary General Terms and Conditions shall not become part of the contract, even if known, unless their validity is expressly agreed to in writing. Verbal and telephone agreements are non-binding.
2.3 The Terms and Conditions shall only apply to entrepreneurs (hereinafter referred to as the Customer), i.e. persons who conclude a legal transaction for a purpose that can be attributed to their commercial or independent professional activity.
2.4 The items used by the Company to manufacture the product, e.g. punching tools, embossing tools, lithographs, printing plates, etc., shall remain the property of the Company, even if they are invoiced separately, and shall not be delivered.
2.5 Negligent changes at the instigation of the customer, including the resulting machine downtime, shall be charged to the customer. Subsequent changes shall also include repetitions of test proofs requested by the customer due to minor deviations from the original.
§ 3 Offers and conclusion of contra
3.1 The goods and services listed in the online shops do not constitute binding offers by the company. Rather, they are an invitation to the customer to submit a binding offer by placing an order.
3.2 By ordering goods, the customer makes a binding declaration that they wish to purchase the ordered goods. Minimum order values must be observed for certain product groups, otherwise minimum quantity surcharges will apply. The Company shall confirm receipt of this order to the Customer without delay. We reserve the right to accept the order upon confirmation of receipt of the order.
3.3 The Company may accept the contractual offer contained in the order within two weeks of receipt. Acceptance may be declared either in writing or by delivery of the goods to the Customer.
3.4 The Company assumes no procurement risk. The conclusion of the contract is subject to correct and timely delivery by suppliers. This shall only apply in the event that the Company is not responsible for the non-delivery, in particular if a congruent hedging transaction is concluded with the supplier. The customer shall be informed immediately of the non-availability of the service. The consideration shall be refunded immediately.
3.5 Minor deviations of the company's articles from the illustrations or description are possible.
3.6 Employees of the Company are not authorised to make agreements or promises that deviate from these General Terms and Conditions. All agreements between the Company and the Customer, in particular collateral agreements and contract amendments, must also always be recorded in writing.
3.7 Any ambiguities in the order placement shall be borne by the Customer.
§ 4 Prices, delivery and shipping costs
4.1 The prices stated in the offers are valid until a new offer list is published.
4.2 The prices are quoted net ex works or ex warehouse plus statutory VAT. All ancillary costs, such as postage, freight, packaging, etc. shall be charged separately and shall be borne by the customer. Their respective amounts are listed separately.
4.3 The customer is responsible for insuring the goods.
4.4 In the case of cross-border deliveries, further taxes (e.g. in the case of an intra-Community acquisition) and/or duties (e.g. customs duties) may have to be paid by the customer in individual cases.
4.5 Deliveries of individual items or samples are subject to a separate flat-rate shipping fee; in the case of cash on delivery, this flat rate increases accordingly.
§ 5 Shipping and delivery conditions
5.1 Unless otherwise stated in the order confirmation, delivery is agreed to be carriage forward ex works or ex warehouse. The delivery of the articles shall be carried out regularly by dispatch, whereby the choice of the dispatch route and the means of dispatch shall be left to the Company.
5.2 Compliance with delivery deadlines requires the timely fulfilment of the customer's contractual obligations. The delivery period shall only commence after clarification of all details of the execution of the order and receipt of all documents required for the execution of the order and other information to be provided by the customer as well as after receipt of a corresponding advance payment or down payment.
5.3 The delivery deadline shall also be deemed to have been met if the goods leave the factory/warehouse or the specified dispatch station at the agreed time or if the customer has been notified of readiness for dispatch but the goods cannot be dispatched on time through no fault of the company.
5.4 The delivery period shall be extended appropriately in the event of force majeure and measures in the context of industrial disputes, in particular strikes and lockouts, as well as in the event of other unforeseen obstacles that are beyond the control of the Company, insofar as such obstacles demonstrably have a significant influence on the delivery of the delivery item. This shall also apply if the circumstances occur at the Company's suppliers or their subcontractors. The delivery period shall be extended at least in accordance with the duration of such measures and obstacles. The unforeseen obstacles are also not the responsibility of the Company if they arise during an already existing delay. In important cases, the beginning and end of such obstacles shall be communicated to the Customer as soon as possible.
5.5 All information on delivery periods is always non-binding unless it has been expressly agreed as binding.
Even if a time according to the calendar is determined for the service or a time can be calculated according to the calendar after a preceding event, default shall only occur after receipt of a written reminder by the Company. If the Company is in default of delivery, the Customer must set the Company a period of grace appropriate to the individual case before he may claim damages. This period must be at least two weeks.
5.6 Claims for damages by the customer for exceeding a delivery deadline are excluded, unless the delay is due to intent or gross negligence. If the delivery is delayed for reasons for which the customer is responsible, the costs caused by the delay, in particular storage costs, shall be charged.
5.7 Partial deliveries are permitted within the delivery periods specified by the Company, provided that this does not result in any disadvantages for use.
5.8 The scope of delivery shall be determined exclusively by the Company's written order confirmation or, if no such confirmation has been issued, by the confirmed order. Brochures, documents, sketches and requirement lists submitted by the Customer are non-binding unless they have been expressly agreed as an integral part of the contract.
5.9 The Company may refuse delivery if it becomes apparent after conclusion of the contract that its claim to consideration is jeopardised by doubts about the Customer's creditworthiness. Doubts about the Customer's creditworthiness are justified in particular by the following circumstances: Application for the opening or commencement of insolvency, composition or collective enforcement proceedings, individual compulsory enforcement, bill of exchange or cheque proceedings, the issue of uncovered cheques, false information provided by the customer about his creditworthiness or unfavourable information from approved information files. The Company's right to refuse performance shall lapse if the counter-performance is effected or security is provided for it. The Company may set a reasonable period of time within which the Customer must, at his discretion, provide the counter-performance concurrently with the delivery or provide the security. If the deadline expires without result, the Company may withdraw from the contract.
§ 6 Terms of payment
6.1 Delivery shall be made against advance payment. Other terms of payment may be agreed. However, the customer has no claim to this. If other terms of payment are agreed, payment must be made within 10 days net. In the event of late payment, the customer shall be in default even without a reminder.
6.2 Payments must be made in euros and by bank transfer. They shall always be booked to the oldest outstanding receivables.
6.3 During the period of default, the customer shall pay interest on the debt at a rate of 9 percentage points above the current base interest rate. This shall not affect the right to prove and claim higher default interest damages.
6.4 Any notification of defects shall not entitle the customer to withhold or reduce payment. If a right of retention exists, this can only be exercised with counterclaims arising from the same contract.
6.5 The customer shall only have a right of set-off if their counterclaims have been legally established by a court of law or recognised by us.
6.6 If there is a significant deterioration in the customer's financial circumstances after conclusion of the contract which jeopardises payment of the purchase price, the seller may demand advance payment of the purchase price.
§ 7 Retention of title
7.1 The delivered goods shall remain the property of the Company until the purchase price claim and all other claims of the Company against the Customer, including future claims, have been paid in full.
7.2 The Customer is obliged to treat the goods with care; the Customer shall be liable for depreciation in value or loss even if not at fault.
7.3 The customer may neither pledge the goods nor assign them as security. In the event of seizure, confiscation or other dispositions by third parties, the Customer must not only notify the Company immediately, but also provide it with all information and documents necessary to protect its rights. Enforcement officers and third parties must be informed of the Company's ownership.
7.4 The Customer is obliged to inform the Company immediately of any access by third parties to the goods subject to retention of title and of any damage to or destruction of the goods. The Customer must notify the Company immediately of any change of ownership of the goods and of any change of residence.
§ 8 Acceptance and transfer of risk
8.1 In the case of delivery ex works or sale to destination, the risk of loss or deterioration of the goods shall pass to the customer when the goods are handed over to the forwarding agent, carrier or other transport person, including the customer's own. If the customer is in default of acceptance of the goods, this shall be deemed equivalent to handover.
8.2 If dispatch is delayed due to circumstances for which the Company is not responsible, the risk shall pass to the Customer upon notification of readiness for dispatch. If collection by the Customer has been agreed in an individual contract, the risk shall be transferred with the notification of readiness.
§ 9 Condition of the goods
9.1 Details of the goods are purely statements of quality, unless they are expressly designated as guarantees.
9.2 Minor deviations in quality, quantity, colour and design do not constitute defects. Excess or short deliveries of up to 10% cannot be objected to and are therefore deemed to be approved.
9.3 Details and information on the suitability, use and processing of the goods do not release the customer from the obligation to carry out his own tests and trials.
9.4 Our goods are not dishwasher-safe.
§ 10 Liability for defects
The customer's claims for defects presuppose that he has properly fulfilled his obligations to inspect and give notice of defects. This presupposes the following:
10.1 The consignment of goods must be checked for transport damage immediately upon arrival and any transport damage must be reported and documented directly to the deliverer (complaint). Furthermore, transport damage must be claimed in writing within one working day of receipt of the goods at the latest and returned to the Company with sufficient postage paid within a further period of 5 working days after receipt of the goods. Otherwise, the assertion of warranty claims is excluded.
10.2 Notification of recognisable defects must be made in writing within five working days of receipt of the goods at the latest. Notification of hidden defects shall only be deemed timely if it is made in writing within five working days of discovery of the defect. Otherwise, the assertion of warranty claims is excluded. Timely dispatch shall suffice to meet the deadline.
10.3 If there is a defect in the goods for which the Company is responsible, the Company shall be entitled, at its discretion, to subsequent fulfilment by remedying the defect or by delivering a replacement. In the case of subsequent fulfilment, the Customer shall bear the additional costs arising from the fact that the delivered goods were taken to a place other than the place of fulfilment.
10.4 If the customer chooses to withdraw from the contract due to a legal or material defect after subsequent fulfilment has failed, he shall not be entitled to any additional claim for damages due to the defect. If the customer chooses compensation for damages after subsequent fulfilment has failed, the goods shall remain with the customer if this is reasonable. Compensation shall be limited to the difference between the purchase price and the value of the defective item. This does not apply if the breach of contract was caused maliciously.
10.5 The warranty period is one year from delivery of the goods, unless the subject matter of the contract is a building or an item that has been used for a building in accordance with its normal use and has caused its defectiveness. In the cases of § 11.1, the short limitation period shall not apply, but the statutory warranty period shall apply.
10.6 The customer does not receive any guarantees in the legal sense. Manufacturer warranties remain unaffected by this.
10.7 Unsuitable or improper use, natural wear and tear, improper storage and careless handling and, in particular, improper rectification by the Customer or third parties shall - insofar as the Company is not responsible for these circumstances - result in the cancellation of warranty claims.
10.8 Colour deviations in the imprint or the printed matter compared to the specification shall not entitle the Customer to refuse acceptance. The colour deviation does not constitute a reduction in value.
§ 11 Limitations of liability
11.1 Claims for damages against the company, irrespective of the legal grounds, are excluded. This shall not apply if the Company or one of its legal representatives or vicarious agents is guilty of intent or gross negligence, if the Company has guaranteed a quality of performance, is liable in accordance with the provisions of the Product Liability Act or for damages arising from injury to life, limb or health. The exclusion of liability shall also not apply if the Company has breached a material contractual obligation. In the case of sentence 3, liability shall be limited to the damage that was foreseeable for the Company as a possible consequence of a breach of contract on the basis of the circumstances known and recognisable at the time the contract was concluded.
11.2 The customer's claims for damages due to a defect shall become time-barred in accordance with the provisions of § 10.5 of the goods, other claims in accordance with § 14. The above restrictions shall apply accordingly; in these cases, the statutory limitation period shall apply.
§ 12 Cancellation costs
If the Customer withdraws from an order placed without justification or if the Company withdraws from an order due to circumstances for which the Customer is responsible (in particular due to default in payment), the Company may demand 10% of the sales price, without prejudice to the possibility of claiming higher actual damages. The Customer reserves the right to prove that no or only minor damages have been incurred.
§ 13 Technical documents
13.1 All documents, in particular cost estimates, drafts and drawings, remain the property of the Company and may only be used for the Company's own use of the product.
13.2 The Company expressly reserves the property rights and copyrights to these documents; they may not be reproduced or made accessible to third parties without the express consent of the Company. Upon request, these documents must be returned to the Company without delay.
13.3 The use or disclosure for the purpose of unauthorised commercial exploitation shall entitle the Company to claim damages from the Customer.
§ 14 Statute of limitations
All claims of the customer - except in accordance with § 11.2 - shall become time-barred after 12 months. Otherwise, the statutory limitation rules shall apply.
§ 15 Other provisions
Contract amendments, supplements and ancillary agreements require written confirmation by the Contractor to be effective. Conflicting terms and conditions of the hirer or the client are invalid. An express rejection is not required. If the hirer/client has an ongoing business relationship with the contractor, these terms and conditions shall apply to each individual order even if the terms and conditions were not expressly agreed. This shall also apply to orders placed verbally.
§ 16 Place of jurisdiction and applicable law
16.1 All legal relationships with the customer shall be governed exclusively by German law.
16.2 The provisions of the CISG (United Nations Convention on Contracts for the International Sale of Goods or UN Sales Convention) shall not apply.
16.3 The exclusive place of jurisdiction is Bad Urach or Tübingen. However, the Company shall also be entitled to take legal action at the Customer's general place of jurisdiction.
§ 17 Severability clause
Should one of the above clauses be or become invalid, this shall not render the entire terms and conditions invalid. Rather, the invalid clause shall be replaced by the statutory provision.
As of February 2023