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Termes of Business

General Terms and Conditions of Trade (GTCT) of the Licatec Group
Version: December 2014

Download Licatec GTCT as pdf

1. Area of validity and conclusion of contract
1.1 The following conditions shall apply to all offers, deliveries
and services from an agreement of sale, works order or
services contract and other contracts including those from
future business agreements and continuing obligations. This shall
also apply where we provide our services unconditionally while
recognising opposing conditions of the customer. The effect of
any general terms of purchase and / or general terms of
business on the part of the customer shall be expressly
excluded.
1.2 Unless agreement to the contrary exists, offers shall be
non-binding. The customer shall be bound to an issued order
for three weeks. An order shall only be deemed to have been
accepted where it has been confirmed by us in writing or where
we have commenced with the supply or production within this
period. Technical specifications in offers shall be non-binding.
The determining factor for the extent of our contractual
obligation shall only be the express written confirmation of the
order.
2. Extent and delivery obligation
2.1 The technical details of our catalogues, lists and sketches
(including details about weights and dimensions) have been
compiled carefully. Error excluded. This also applies to all data
of our sales documents.
2.2 The right to modifications to models, constructions or
equipment shall be retained insofar as this does not result in a
change to the object of the contract that is unreasonable to the
customer, in particular modifications to technical specifications
based on continuous improvement; minor and insignificant
deviations in mass, quantity, colour, form, design and volume;
customary deviations based on components and materials used,
as well as based on processing options of a technical nature.
The deliverer expressly reserves all property rights and
copyrights for all documents. Without the deliverer's written
consent the offers and the relevant documents may not be
made accessible to third parties. The documents, sketches,
samples etc. that are part of an offer must be returned upon
request.
2.3 Products, which are confirmed with the deliverer's order
numbers or type labels, have been developed by the deliverer
and exclude any limitation of disposition on the part of the
orderer.
2.4 For custom-made designs deliveries additions and deletions
of up to 10 per cent are binding for the orderer. The same
applies to partial deliveries.
2.5 Packaging materials are not taken back, unless agreed
otherwise in writing.
3. Prices
3.1 The prices apply on delivery for the relevant confirmed
order ex factory, including packaging, unless agreed otherwise
in writing. In the event of general changes of the actual costs up
to the day of delivery, the deliverer reserves the right to price
adjustments. Prices shall be understood to be in EURO of the
German Federal Bank, to the extent that no other agreement
has expressly been concluded. The agreed prices are
understood to be exclusive of statutory VAT applicable at the
time that the service is provided.
3.2 Samples are only delivered at extra cost, unless other
contradicting agreements have been concluded.
4. Retention of title
4.1 The objects of the deliveries (goods subject to retention of
title) remain the deliverer's property to the fulfilment of all
claims from this business relationship that he is entitled to from
the orderer. If the value of all sureties, which the deliverer is
entitled to, exceeds the amount of all secured claims by more
than 20 per cent the deliverer will release the relevant part of
the sureties upon the orderer's request.
4.2 For the duration of the retention of title the orderer is
prohibited to pledge or assign sureties and the selling on to
resellers is only permitted in the course of orderly business and
under the condition that the reseller receives payment from his
customer or reserves the right that the property is only
assigned to the customer if the latter has fully satisfied his
payment obligations.
4.3
4.3.1 If the orderer sells on goods subject to retention of title
he as a precaution herewith already assigns to the deliverer his
future claims from the sale to his customers with all subsidiary
rights – including any balance claims – without any special
declarations being required later. If the goods subject to
retention of title is sold on together with other objects, without
an individual price being agreed for the goods subject to
retention of title, the orderer herewith assigns to the deliverer
with priority to other claims the part of the total price claim,
which corresponds to the price the orderer has been invoiced
for for the goods subject to retention of title.
4.3.2 If a probable cause of interest is shown the orderer must
provide the deliverer with the information required for the
assertion of his rights against the customer and the orderer
must hand over to the deliverer the required documents.
4.3.3 Until revoked the orderer is entitled to collect the
assigned claims from the sale. In the event of an important
reason, in particular in the event of delayed payments,
suspension of payments, initiation of insolvency proceedings
(bankruptcy, settlement, total enforcement), bill protest or if
there are comparable justified indications that suggest the
illiquidity of the orderer the deliverer is entitled to revoke the
orderer's right to collection. Furthermore, after prior warning
of the disclosure of the surety assignment and the use of the
assigned claims subject to an adequate period of grace the
deliverer may disclose the surety assignment, use the assigned
claims as well as demand the orderer's disclosure of the surety
assignment towards the customer.
4.4
4.4.1 The orderer is permitted to further process, restructure
or combine with other objects the goods subject to retention
of title. The processing, restructuring or combination is for the
deliverer. The order keeps the new object for the deliverer
with the due diligence of an orderly businessperson. The
processed, restructured or combined object is considered a
good subject to retention of title.
4.4.2 In the event of the processing, restructuring or
combination with other objects that are not the deliverer's
property the deliverer is entitled to the joint property right of
the new object amounting to the share, which results from the
ratio of the value of the processed, restructured or combined
good subject to retention of title to the value of the remaining
processed good at the time of the processing, restructuring or
combination. If the orderer acquires the sole property right of
the new object the deliverer and the orderer agree that the
orderer grants the deliverer the joint property right of the new
object developed due to the processing, restructuring or
combination in the ratio of the value of the processed,
restructured or combined good subject to retention of title to
the remaining processed, restructured or combined good at the
time of the processing, restructuring or combination.
4.4.3 In the event of a sale of the new object the orderer
herewith assigns to the deliverer as a precaution his claims from
the sale towards the customer with all subsidiary rights, without
any further declarations being required later. The assignment,
however, only applies to the amount, which corresponds to the
value of the processed, restructured or combined good subject
to retention of title, which the orderer has been invoiced for.
The share of the claim assigned to the deliverer must be
satisfied with priority.
4.4.4 If the orderer combines the good subject to retention of
title with realties or moveable assets the orderer assigns as a
precaution to the deliverer, without any further declarations
being required, the claims with all subsidiary rights, which he is
entitled to as payment for the combination, to the amount of
the ratio of the value of the combined good subject to retention
of title to the remaining combined goods at the time of the
combination.
4.5 The orderer must notify the deliverer immediately of
pledges, confiscations or other dispositions or interventions on
the part of third parties.
4.6 In the event of the orderer's culpable breach of essential
contractual obligations, in particular in the event of delayed
payments, the deliverer is entitled to withdrawal after warning.
The orderer is obliged to the handover. The withdrawal or
assertion of the retention of title or the pledge of the delivery
object on the part of the deliverer is not a withdrawal from the
contract, unless the deliverer expressly declares the same. After
prior warning the deliverer is entitled to use the withdrawn
goods subject to retention of title and by offsetting to satisfy his
outstanding claims from their proceeds.
4.7 The deliverer is entitled to offset with all claims, which he
or one of the companies listed below is entitled to from the
orderer, against all claims, which the orderer is entitled to from
him or any of the companies listed below. The following
companies have authorised the deliverer to offset:
Licatec GmbH Licht- und Kabelführungssysteme, 50226
Frechen, Germany,
Licatec GmbH Leuchtenbau und Kabelführungssysteme, 09618
Brand-Erbisdorf, Germany,
Licatec Profilextrusion GmbH, 58285 Gevelsberg, Germany and
Licatec Produktions GmbH, 09618 Brand-Erbisdorf, Germany.
5. Payment conditions
5.1 Invoices shall be payable 30 days after date of same, to the
extent that no other written agreement has been concluded. In
the event of delayed payments defaulting interest is charged for
current account credits. The first day of the payment term is
the date of issue of the invoice. In the event of the orderer's
delayed payments the deliverer may demand immediate
payment of all claims including those maturing later regardless
of any contradicting conditions.
5.2 The offsetting and / or retention of payments due to the
orderer's counterclaims, which the deliverer has not
recognised, are not permitted.
5.3 Cheques and bank transfers are accepted on account of
payment to their rightful redemption. The day of fulfilment of
payments is the day on which the deliverer can dispose of the
amount without reservation. Bills of exchange are not valid is
means for payment and are only accepted subject to agreement
that the debtor bears the bank, discount and redemption fees.
6. Delivery term
6.1 The beginning of the delivery term is the day on which the
written agreement relating to the order is available to the
orderer and the deliverer. The compliance with the delivery
term presupposes the timely receipt of all documents to be
supplied by the orderer, such as e.g. required permissions,
authorisations, the timely clarification and authorisation of
plans, the compliance with the agreed payment conditions and
with any other conditions. The delivery terms stated are always
approximate and unbinding. Partial deliveries are permitted at
any time. We only carry out deliveries to unknown orderers in
return for cash on delivery or advance payments. The deliverer
is liable for the compliance with the delivery terms only in the
event of the express acceptance of a liability. If these obligations
are not met in due time the delivery term is extended without
the deliverer being liable for damages.
6.2 The delivery term is subject to unforeseen events, whether
they occur in the factory of the deliverer or his suppliers, such
as force majeure, mobilisation, war, rebellion, an important
work piece becoming reject or any other inculpable delays for
the delivery, business disruptions, strikes and lockouts as well as
subject to a delayed delivery of essential raw and production
materials that is not culpably caused by the deliverer, if these
events are demonstrably of significant influence on the
production or delivery of the delivery object. This also applies
to already existing delays. In the case of such events occurring
the deliverer must notify the orderer as soon as possible. The
deliverer must be granted an adequate period of grace.
6.3 The term of delivery shall be deemed to have been adhered
to when the relevant consignment leaves the supplier’s
production facility or the warehouse.
6.4 If upon the orderer's request the dispatch or delivery is
delayed in relation to the agreed delivery date the orderer is
charged storage fees amounting to 1/2 percent of the amount
invoiced for each commenced month beginning from one
month after the notification of the readiness to deliver.
7. Transfer of risk
7.1 The risk is transferred to the orderer even if the factory or
the delivery storehouse has agreed freight paid deliveries:
If the good has left the deliverer. The dispatch is upon the
orderer's commission. If no particular delivery regulation has
been agreed the deliverer chooses the cheapest delivery kind at
his discretion. The packaging is carried out with due diligence,
the dispatch is at the best to the ability, however, without
liability on the part of the deliverer. Upon the orderer's request
and at the orderer's expenses the deliverer will insure the
delivery for loss of the delivery and for damages due to
breakages, transport and fire.
7.2 In the event of dispatch or delivery delays upon the
orderer's request the risk is transferred to the orderer on the
day of the goods being ready for dispatch for the duration of
the delay; however, upon the orderer's request and at the
orderer's expenses the deliverer is obliged to take out relevant
insurances.
7.3 Returns may only be accepted with the deliverer's prior
consent and freight paid. Special designs are excluded from
returns.
Principally, the buyer receives a credit subject to the deduction
of the handling fees amounting to 20% of the delivery value as
well as the costs for the returns, review, reinstatement work
and new packaging.
8. Acceptance and fulfilment
8.1 The orderer must accept the products supplied even if they
are insignificantly faulty and of a quality that does not hinder the
function of the product.
8.2 Partial deliveries are permitted.
8.3 The readiness for dispatch of the goods reported to the
orderer as stipulated in the delivery conditions is considered as
fulfilment of the delivery contract.
8.4 From the day of fulfilment, the supplier shall only be
responsible according to the provisions of these General Terms
and Conditions of Trade pursuant to section 9 (Liability for
Defects in Delivery) and for dispatching the objects upon
request. Any assured qualities are only considered as such if
they are expressly stated and perfectly recognisable as such.
9. Liability for defects in delivery
9.1 The buyer must inspect and test the goods immediately
after delivery.
9.2 The deliverer must be notified in writing of complaints due
to false or incomplete deliveries or due to defects immediately,
at the latest, however, once week after the delivery. If defects
occur later the deliverer must be notified in the same form and
within the same period from the discovery o the defect.
Complaints due to hidden defects are at any rate only
permitted to the expiry of 12 months after the delivery of the
goods. Defects must be specifically described.
9.3 Upon the receipt of a dispatch, which is already damaged
externally, the buyer is obliged to assert damage claims with the
carrier / freight forwarder by submitting the official rail or
postal protocol and to notify the deliverer immediately in
writing.
9.4 The buyer must inspect the goods thoroughly, particularly
in view of any material defects. The deliverer is not liable for
damages and accidents occurring during and / or after mounting.
9.5 The natural wear and tear and damages, which are caused
as a result of the orderer's negligent or improper handling, are
excluded from the liability. The liability expires if the object of
purchase is change on the part of a third party or if the orderer
or a third party installs parts of foreign origins. This also applies
for the improper handling, inexpert mounting or activation of
the contractual object. In these events the deliverer is released
from any liability.
9.6 With the exemption from further liability claims the
deliverer is obliged at his discretion to provide amendments,
replacement deliveries or the delivery of replacement parts
within an adequate period of time.
9.7 In order to carry out all changes that the deliverer deems
required as well as to deliver replacement parts the orderer
must grant an adequate period of time and adequate
opportunities. If he refuses the same the deliverer is released
from his liability for defects.
9.8 All further claims, not matter of which kinds (in particular
damage claims from the impossibility of performance, damage
claims due to consequential damages, claims due to culpability
upon the conclusion of the contract, claims from extracontractual
liabilities as well as damage claims due to any
culpable breaches of the deliverer's obligation to provide
amendments or replacement deliveries) are excluded. This shall
not apply where either the supplier or his legal representative
or agent has acted with intent or gross negligence, or where
mandatory liability exists in the case of missing guaranteed
characteristics or the breach of significant contractual
obligations.
9.9 In principal, the orderer must comply with the contractual
obligations residing with him, namely the agreed payment
conditions. If claims of defects are asserted the payments of the
orderer may only be retained to an extent, which is of adequate
ratio to the occurred defects and which was in advance agreed
in writing with the deliverer.
9.10 If the orderer demands the liability from the deliverer and
it emerges later that the deliverer is not subject to any
obligations hereto the orderer bears all adequate expenses
incurred to the deliverer in this connection.
10. The orderer's right to withdrawal or reduction
10.1 If before the transfer of risk it is finally impossible for the
deliverer to perform the orderer may withdraw from the
contract in the event of absolute impossibility without any
entitlement to compensation for damages. If for an order of
equal objects one part of the delivery is impossible in its
number the orderer may reduce the counter-performance
accordingly.
10.2 The customer shall be entitled to withdraw from the
contract if in the sense of section 6 of these General Terms and
Conditions of Trade a delay in service exists as well as the
express declaration by the customer that after expiry of the
reasonable period of grace granted by same, acceptance of the
service will be refused, provided that the period of grace was
not adhered to due to the fault of the supplier.
10.3 If impossibility occurs during the delayed acceptance or
due to the orderer's culpability the orderer remains obliged to
counter-performances.
10.4 Moreover, the orderer may withdraw from the contract if
the deliverer lets expire fruitlessly due to his culpability an
adequate period of grace stipulated for the removal or
amendment of a defect, which he is responsible for. The
adequate period of grace does not commence before the defect
and the deliverer's responsibility have been acknowledge or
proven.
10.5 The orderer may only declare the withdrawal if his
interest in the delivery is significantly affected or no longer
remains.
10.6 All other claims on the part of the customer shall be
excluded.
11. The deliverer's right to withdrawal
The supplier shall have a right of withdrawal to the extent that
he is not able to perform according to section 10. This shall
apply in the case of unforeseen events in the sense of section 6
of these General Terms and Conditions of Trade, to the extent
that they significantly change the economic intention or the
content of the performance of have a significant effect on the
operation of the supplier and in the case where actual
impossibility of delivery subsequently becomes apparent. In
realisation of the extent of the event the deliverer must notify
the orderer immediately of his intention to withdraw, even if
initially an extension of the delivery term has been agreed with
the orderer. The orderer's claims for damages are excluded in
the event of such a withdrawal. The deliverer's obligation to
deliver presupposes the orderer's creditworthiness. If even
after the obligations have been assumed justified doubts emerge
in this respect the deliverer is entitled to demand sureties or to
withdraw from his obligation to deliver without this resulting in
the orderer's right to compensation for damages. Also, the
purchase price for the goods already delivered is payable
immediately.
12. Other liability for breaches of obligations
12.1 Irrespective of the guarantee provisions as well as other
special arrangements concluded in these provisions, the
following shall apply in cases where we are in breach of an
obligation:
We shall be liable for compensation for damages by our
employees, agents and representatives to an unlimited extent as
well as for minor negligence in the case of injury to life, limb or
health. Beyond this, we shall only be liable to the following
extent:
12.2 The customer shall grant us a reasonable period of grace
to remedy a breach of obligation, which shall not be less than
three weeks. The customer may only withdraw from the
contract and / or claim compensation for damages after fruitless
expiry of the period of grace.
12.3 Where we breach a significant obligation in terms of the
contract, that is, one that must be adhered to for fulfilment of
the purpose of the contract, we shall also be liable for cases of
intent, gross negligence and minor negligence. In these cases
damages shall however be limited to those typically foreseeable.
12.4 Where the breach of obligation does not constitute a
breach of a significant obligation of this contract, we shall only
be liable in cases of gross negligence and intent.
12.5 Our liability due to bad faith and in accordance with the
product liability law shall remain unaffected.
13. Breach of trademark rights
Where claims due to breach of German trademark rights are
asserted against the customer based on objects supplied or
licensed in terms of these conditions, we shall reimburse the
customer for all legally imposed costs and amounts for
compensation of damages if we are immediately informed of
such claims in writing and we receive all necessary information
from the customer, the customer has fulfilled his general
obligations of cooperation, we are in a position to make the
final decision as to whether the claim is to be rejected or
reconciled, and we are responsible for breach of the trademark.
Where it can be legally determined that further use of the
contractual objects breaches German trademark rights of third
parties, or the danger of complaints in terms of trademarks
exists, in our opinion, we are entitled, to the extent that the
breach does not lapse, at our own costs and at our discretion,
either to grant to the customer the right to continue using
these contractual objects or to exchange or otherwise modify
same such that this no longer constitutes a breach, or to
reimburse the customer the value of the returned contractual
object less compensation for use up to this time. Compensation
for use shall be calculated on the basis of an accepted write-off
period of three years, such that an amount of 1/36 of the price
shall be paid for each month of use.
14. Binding nature of the contract
14.1 Should one or several of the above provisions be or
become ineffective or contain a loophole, the remaining
provisions shall remain unaffected by this.
14.2 To the extent that no regulation exists in our General
Terms and Conditions of Trade for particular cases, the
“Allgemeinen Lieferbedingungen für Erzeugnisse und Leistungen
der Elektroindustrie” (General conditions for the supply of
products and services of the electrical industry) in the version
of June 2005 of the ZVEI (German Electrical Manufacturers
Association) shall apply.
15. Place of fulfilment and place of jurisdiction
15.1 Place of fulfilment for all obligations by Licatec GmbH
Licht- und Kabelführungssysteme, 50226 Frechen shall be
Kerpen, by Licatec GmbH Leuchtenbau und
Kabelführungssysteme, 09618 Brand-Erbisdorf shall be Freiberg,
by Licatec Profilextrusion GmbH, 58285 Gevelsberg shall be
Hagen and by Licatec Produktions GmbH, 09618 Brand-
Erbisdorf shall be Freiberg.
15.2 Place of jurisdiction for Licatec GmbH Licht- und
Kabelführungssysteme, 50226 Frechen shall be Kerpen, for
Licatec GmbH Leuchtenbau und Kabelführungssysteme, 09618
Brand-Erbisdorf shall be Freiberg, for Licatec Profilextrusion
GmbH, 58285 Gevelsberg shall be Hagen and for Licatec

 

 

 

 

 

 

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