Conditions of sale Laser 2000 GmbH
§ 1 General provisions, Scope of Application
1. The following General Terms of Sale of Laser 2000 apply exclusively; any contrary terms and conditions or those of the customer which may contradict the General Terms of Sale of Laser 2000 shall not be recognized unless Laser 2000 explicitly agrees to their application in writing. The General Terms of Sale of Laser 2000 also apply if Laser 2000 executes delivery or performance for the customer without reservation while aware of existing contrary or contradictory terms and conditions of the customer. The General Terms of Sale of Laser 2000 also apply to any future business with the customer.
2. All arrangements concerning delivery and performance made between Laser 2000 and the customer shall be stated in writing by means of an appropriate agreement including any corresponding supplementary agreements.
3. These terms of sale are only binding for entrepreneurs and public law entities as set forth in section 310 (1) of the German Civil Code (BGB).
§ 2 Offer
1. If a customer’s order contains all the information necessary for the conclusion of a sales agreement and if this order is therefore qualified to justify the conclusion of an agreement with Laser 2000, then Laser 2000 may accept this offer within four weeks of its submission. Acceptance of this offer may only be made in writing by Laser 2000. 2. Laser 2000 retains all property rights and copyrights for pictures, drawings, calculations, films, templates, slides, repros, copies and other materials; these may not be made available to third parties nor may they be used by the customer for his own or third parties use without the written consent of Laser 2000. Otherwise, notwithstanding further rights, Laser 2000 is entitled to claim compensation for damages
§ 3 Prices, terms and default of payment, payment by installments, set-off, right of retention
1. Laser 2000’s prices are EXW (Ex Works Wessling).2. Packaging costs as well as the costs for returning the packaging shall be charged separately as stated in the corresponding agreement. The same applies to delivery charges should the customer request shipment.3. The legally applicable value-added tax is not included in the prices of Laser 2000. This tax in the respectively applicable amount shall be shown separately on the invoice.4. Payment for delivery and performance is due immediately unless otherwise specified in the corresponding agreement. Should the customer be in delay in payment, Laser 2000 is entitled to charge interest on arrears in the amount of 8 percentage points p.a. above the respective base interest rate when concerning payment demands from business not involving a consumer. Otherwise Laser 2000 is entitled to charge interest on arrears in the amount of 5 percentage points p.a. above the respective base interest rate. Should Laser 2000 be able to prove that a higher amount of damage was caused by delay, then Laser 2000 is entitled to claim this higher damage. 5. In the case of negligent violation of the agreement on behalf of the customer, especially in the case of delay in payment, Laser 2000 is entitled to claim a flat fee for damages in the amount of 25% of the total value of the order instead of charging a specific, proven amount for damage. The customer is free to prove lesser damage. 6. Should the customer become delayed in payment, Laser 2000 is entitled to withdraw from the agreement and claim compensation for damages after first granting a reasonable extension.7. Checks shall only be accepted on account of performance and are not valid until they are irrevocably credited to the account of Laser 2000.8. Laser 2000 reserves the right to raise prices on short notice as a result of price increases made by upstream suppliers. 9. Changes in customs fees or import and export fees that are not foreseeable at the time the order is placed by the customer entitle Laser 2000 to adjust the prices appropriately. 10. The customer is only entitled to set-off or retention if his counterclaim is legally recognized, undisputed or acknowledged by Laser 2000.
§ 4 Safeguarding the retention of ownership
1. Laser 2000 retains ownership of the object of the agreement until all payments resulting from the contractual obligation with the customer are received in full. In the case of negligent violation of the agreement on behalf of the customer, especially in the case of delay in payment, Laser 2000 is entitled to withdraw from the agreement and revoke the object of the agreement, as well as to claim compensation for damages due to delay. 2. The customer is obligated to treat the goods subject to retention of ownership with the utmost care; in particular, he is obligated to sufficiently insure these at reinstatement value against fire and water damage and theft at his own expense and to extend coverage of his business liability insurance to the object of the agreement as well. The customer herewith already assigns all claims to Laser 2000 that may arise from the insurance contract or against possible damagers. Laser 2000 herewith accepts this assignment. Laser 2000 is entitled to demand proof of insurance coverage. Any compensation payments received by Laser 2000 as a result of the above-mentioned insurance coverage and/or from third parties shall be set off with the customer’s due payments. Should any maintenance work be required, the customer shall have these carried out in time at his own expense. 3. Pawning, the mortgage of goods and other means of disposal on the part of the customer are inadmissible as long as the retention of ownership is in effect.4. If the customer is an entrepreneur, the following applies in deviation from § 4-3.: The customer is entitled to resell and process the object of the agreement in the ordinary course of business as long as he is not in delay in payment; he herewith assigns to Laser 2000 all claims in the amount of the final invoice sum owed to Laser 2000 (including VAT) which arise from the resale to his customers or third parties regardless of whether the object of the agreement has been resold without or after processing. Laser 2000 herewith accepts this assignment. The customer remains authorized to collect this claim even after the assignment. The authority of Laser 2000 to collect the claim itself remains unaffected hereby. Laser 2000 is obligated to refrain from collecting the claim as long as the customer fulfills his payment obligations from the respective contractual relationship, does not become delayed in payment and, in particular, no application for the opening of insolvency proceedings has been filed or no suspension of payments has been affected. Should this, however, be the case, Laser 2000 may require from the customer to officially announce the assigned claims and their obligors, to provide all information necessary for collection, to hand over the related documents and to inform the obligors (third parties) of the assignment. If the goods have been processed, mixed or combined, Laser 2000 shall receive a co-owner’s share of the newly produced goods which corresponds to the value of the goods on which Laser 2000 has retained ownership in relation to the value of the other processed objects. The buyer shall keep custody of these objects for Laser 2000.5. In the case of the seizure of property or other interferences by third parties, the customer shall inform Laser 2000 hereof immediately in writing so that Laser 2000 can file a complaint in accordance with § 771 of the German Code of Civil Procedure (third-party claim proceedings). If the third party is not able to reimburse Laser 2000 for the judicial and extra-judicial costs of such a legal action in accordance with § 771 of the German Code of Civil Procedure, the customer shall be liable for the financial loss suffered by Laser 2000.
§ 5 Period of delivery and performance, delay
1. Delivery deadlines are observed when the object of the agreement has left the production facility or its readiness for dispatch has been announced before the corresponding deadline has expired. Cases of force majeure entitle Laser 2000 to postpone the delivery or performance for the duration of the hindrance, even during delay. As events of force majeure are considered all events which prevent or unreasonably impede to Laser 2000 the delivery or performance and for which Laser 2000 is not responsible, such as lawful strikes or lockouts, war, import and export prohibition, shortages of energy and raw materials, government intervention, and delayed self-supply beyond the responsibility of Laser 2000. Should the hindrance last longer than two months, the customer is entitled to withdraw from the agreement after first granting a reasonable extension if he can prove that the complete or partial fulfillment of the agreement is no longer of value to him due to the delay. Should the above-mentioned conditions last longer than four months, Laser 2000 is also entitled to withdraw from the agreement. Upon request of the customer, Laser 2000 must declare whether it prefers to withdraw from the agreement or deliver within a reasonable period to be set by Laser 2000.2. Should the customer grant Laser 2000 a reasonable extension if delay is already in effect, he is then entitled to withdraw from the contract upon fruitless expiry of this extension.3. Claims for damages made against Laser 2000 as a result of delayed performance shall follow in accordance with § 8.4. In order for Laser 2000 to meet its delivery and performance obligations, the customer must fulfill all of his contractual obligations properly and on schedule.5. Should the customer be delayed in acceptance or violate any other of his obligations, Laser 2000 is entitled to take action in accordance with §§ 280 et. seq. of the German Civil Code. In this case, the threat of accidental loss or accidental deterioration of the object of the agreement is transferred to the customer at the time he becomes delayed in acceptance. 6. Laser 2000 is entitled to claim a flat fee for damages in the amount of 25% of the total value of the order instead of charging a specific, proven amount for damage. The customer is free to prove lesser damage.7. If it is agreed that the object of purchase should be delivered when requested, the customer must accept the order no later than within one year starting from the day the order was placed. Should this period be exceeded, the customer is in delayed acceptance.
§ 6 Passing of risk, transport insurance, terms of delivery
1. Deliveries by Laser 2000 are subject to the Incoterms 2000 by ICC Paris/Version dated 01.01.2000. 2. In the case of shipment, Laser 2000 will get transport insurance at customer’s request in his favor and at his expense. Any transport damage must be reported immediately in writing to Laser 2000 as well as to the carrier in charge.3. Laser 2000 is authorized to make partial deliveries as long as these are reasonable.
§ 7 Warranty for defects
1 The customer’s warranty rights are valid only if he has examined the goods and lodged complaints properly and on time in accordance with § 377 of the German Commercial Code. 2. Deliveries which prove to be defective at the time of passing of risk shall either be delivered at a later date by Laser 2000 or rectified according to the preference of the customer (subsequent fulfillment). The customer shall support Laser 2000 in detecting and rectifying the defects to the best of his ability.Laser 2000 may only reject the chosen means of subsequent fulfillment or the entire subsequent fulfillment if this involves disproportionate costs. Should Laser 2000 deliver a defectless item as subsequent fulfillment, the customer must return the item delivered before the subsequent fulfillment.3. Should Laser 2000 not be willing or able to rectify the defects/make a substitute delivery or, in particular, should this be delayed beyond a reasonable period of time for reasons under the responsibility of Laser 2000, or should the rectification/substitute delivery fail for any other reason, the customer is entitled within the legal regulations to either withdraw from the agreement or demand price reduction and compensation for damages.The rectification/substitute delivery is not considered to have failed until three attempts have proven unsuccessful.In the case of recourse in accordance with § 478 of the German Civil Code, the regulations stated therein shall apply.4. Claims for damages made against Laser 2000 due to physical defects shall follow in accordance with § 8.5. No warranty is assumed for damages that occur as a result of alterations made to the delivered object without the consent of Laser 2000. Warranty is excluded for semiconductor components, in particular for semiconductor diodes.6. The warranty period is 1 year calculated from the date of the legal commencement of the limitation period. 7. Any of Laser 2000’s warranty obligations expire if the customer does not treat the object sold according to the operating instructions or does not conduct regular maintenance and care, and if the defects that arise have occurred as a result of this. The same shall apply if he does not fulfil his incumbent contractual duties to Laser 2000, in particular if payments are not made on time.
§ 8 Joint liability and compensation for damages
1. Laser 2000 is liable for compensation for damages only in cases of intent and gross negligence unless the damages incurred relate to injuries to one’s life, body or health. Laser 2000’s liability for cases of slight negligence is restricted only to foreseeable damage typical to the agreement if an obligation is violated that is of particular significance for fulfilling the objective of the agreement (cardinal duty).2. Laser 2000 is only liable for damages up to an amount of € 100,000.00. 3. In the event of an unauthorised cancellation of order and/or an unauthorised rescission of contract by the costumer, the customer shall be obligated to pay to Laser 2000 a lump sum compensation in the amount of 25% of the purchase price. Laser 2000 reserves the right to prove and claim a higher amount of actual damages in addition. The customer shall be entitled to prove that the damages or a decline in value is non-existent or lesser than the afore-mentioned lump-sum compensation. 4. The limitation period for claims to compensation for damages to Laser 2000 is 1 year calculated from the date of the legal commencement of the limitation period. 5. The above-mentioned liability restrictions/exemptions do not apply to claims in accordance with the Product Liability Act (Produkthaftungsgesetz). 6. In the case of initial impossibility, Laser 2000 is only liable if it is aware of the performance hindrance or if the lack of knowledge thereof is based on gross negligence.7. If the liability of Laser 2000 is excluded or limited, this applies as well to the personal liability of its staff, employees, co-workers, representatives and vicarious agents.
§ 9 The customer’s disposal liability
1. After the termination of the use of the supplied contractual objects, the customer is obligated to orderly dispose of these contractual objects pursuant to the applicable statutory provisions at his own expense. The customer hereby indemnifies and holds Laser 2000 harmless from the statutory legal obligations of redemption of goods – especially from section 10 (2) Electrical and Electronic Equipment Act (ElektroG) – as well as from to such redemption connected or related third parties’ claims. 2. If the customer transfers the contractual objects to others than private households, the customer is obligated to impose an obligation on the recipient to orderly dispose of the contractual objects at his own expense pursuant to the applicable statutory provisions after termination of its use and to impose respective obligations on every other third person in case of another transfer. If the customer fails to contractually impose these obligations on the recipient of the contractual objects, the customer himself shall be obligated to redeem the contractual objects after termination of its use from the respective recipient and to dispose of them pursuant to the respective statutory provisions at his own expense. 3. The afore-mentioned claims of Laser 2000 against the costumer to undertake and/or release Laser 2000 of its statutory duties to dispose of the delivered objects as well as all connected claims to it shall not become time-barred before the expiration of two years after the final termination of use of the contractual objects. The aforementioned two year time-limit begins at the earliest with receipt by Laser 2000 of a written notification about the termination of the use of the contractual objects issued by the customer.
§ 10 Place of jurisdiction, other provisions
1. This agreement shall be construed and interpreted exclusively by the laws of the Federal Republic of Germany. The terms of the UN Sales Convention do not apply.2. Munich is the agreed place of jurisdiction for all disputes arising from the business relationship.3. Changes to these General Terms and Conditions require the written form. This also applies to the revocation of this written form requirement.
Last updated: May 03, 2002