General terms and conditions (online shop)
1. Scope of application
1.2. Our deliveries and services are exclusively based on our following conditions of sale and delivery. The validity of any conditions used by the customer shall be excluded even if we do not expressly object to such conditions and execute the delivery. Deviations and additions by the customer are only effective with the express written confirmation of our Managing Directors or authorized officers. They apply only to the transaction for which they were made.
2. Restriction to business customers
2.1. Our offer is exclusively aimed at business customers/companies and not consumers. Consumers are prohibited from ordering in our shop.
2.2. Business customers/companies are natural or juristic persons or legally responsible business partnerships that are exercising their commercial or independent professional activity when a legal transaction takes place. This particularly includes industrial or craft enterprises, freelancers, business enterprises and authorities.
2.3. On the other hand, consumers are all natural persons who carry out legal transactions for their private purposes. Private purposes are purposes that cannot be attributed to either their commercial or independent professional activity (e.g. acquisition of products for their household or a non-independent professional occupation).
2.4. By ordering in our shop, you are declaring that you are a business customer/company and not a consumer.
3. Resale to end users/consumers
3.1. Our products are goods requiring technical explanation and are intended for specialist trade and not for use by private end users. Installation must be carried out by trained and qualified personnel.
3.2. Should the customer nevertheless resell our products to private end users, the customer undertakes to have the installation carried out by trained and qualified personnel or to ensure that this is done and to provide appropriate product identification and accompanying documentation, since the product identification and accompanying documentation on our part only satisfy the requirements of the wholesale trade.
4. Offers and service descriptions
4.1. The presentation of the products in our online shop does not constitute a legally binding offer, but an invitation to place an order.
4.2. The documents belonging to the offer, such as illustrations, drawings, performance specifications, consumption specifications, weight, dimensions and other individual data as well as quality characteristics are only approximately authoritative, unless they have been expressly designated as binding or confirmed in writing.
4.3. Performance descriptions in our online shop do not have the character of an assurance or a guarantee of quality, durability or other guarantee. Such possible agreements require our express written confirmation to be effective.
4.4 The statutory inspection duties and obligations must be observed. In particular, the customer shall not be released from the obligation to satisfy himself by his own inspection of the suitability of the goods for the purpose intended by him.
4.5 All offers are valid "while stocks last" unless otherwise noted on the products. In all other respects, errors are excepted.
5. Order process and conclusion of contract in the online shop
5.1. The customer can select products from our assortment without obligation and collect them in a shopping cart by clicking the button.
5.2. Subsequently, the customer can proceed to the completion of the order process within the shopping cart via the [Continue to checkout] button.
5.3. By clicking on the [Proceed to checkout] button, the customer submits a binding request to purchase the goods in the shopping cart.
5.4. We will then send the customer an automatic confirmation of receipt by e-mail, in which the customer's order is listed again and which the customer can print out using the "Print" function (order confirmation). The automatic acknowledgement of receipt merely documents that we have received the customer's order and does not constitute acceptance of the request. The purchase contract is only concluded when we have shipped the ordered product to the customer, handed it over or confirmed the shipment to the customer with a second e-mail, express order confirmation in writing or by e-mail or sending the invoice.
5.5. We save the text of the contract and send you the order data by e-mail. For security reasons, your order data is no longer accessible via the Internet.
5.6. If the products selected by the customer are not available or not available in the ordered quantity at the time of the order by the customer, we shall inform the customer of this in the order confirmation. If the product is permanently not available, we refrain from a declaration of acceptance. A contract is not concluded in this case.
6. Prices and shipping costs
6.1. The list price in our online shop valid on the day of order is decisive for the price calculation.
6.2. Unless otherwise agreed in writing in individual cases, all prices are ex works with standard packaging, plus the statutory value added tax valid on the day of delivery and plus all shipping and freight costs.
6.3. In the case of delivery abroad, the customer shall bear any customs duties that may be incurred.
6.4. If unforeseeable increases in material prices, wage costs, transport costs, taxes or duties occur between the conclusion of the contract and the delivery or service which we purchase from third parties and pass on to the customer, we shall be entitled to pass on the difference between the old and new price in full to the customer at any time against appropriate proof.
6.5. Invoicing takes place at the time of shipment. If the goods ready for dispatch cannot be dispatched for reasons falling within the customer's scope of risk, the invoice shall nevertheless be issued and due for payment.
6.6. Unless otherwise stated in the order confirmation, the purchase price is due for payment net, without deduction, at the latest within 30 days after receipt of the invoice. For all other methods of payment, payment must be made in advance without deduction. If a discount has been agreed in the order confirmation, this discount shall only be granted if there are no other payment obligations due to us. If the due date of payment is determined according to the calendar, the customer is already in default by missing the deadline. If the customer is in default of payment, we shall be entitled to charge default interest at the statutory rate. The customer's obligation to pay default interest shall not exclude the assertion of further claims for damages caused by delay.
6.7. Bills of exchange will only be accepted by us on the basis of a special agreement. The acceptance of bills of exchange or checks shall always be on account of performance only. The customer shall always bear the bill of exchange and discount charges.
6.8. In the event of default in payment, we shall be entitled to make outstanding deliveries only against advance payments or securities. We may also demand damages for non-performance or withdraw from the contract after a reminder and a reasonable period of grace, without the need for a prior threat to refuse acceptance of the customer's performance.
6.9. The customer shall only have the right to set-off if his counterclaims have been legally established or acknowledged by us and it is not a matter of claims for production or rectification of defects. The customer may only exercise a right of retention insofar as the claims result from the same contractual relationship.
7. Retention of title
7.1. We retain title to the purchased item until receipt of all payments arising from the business relationship with the customer.
7.2. In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to take back the purchased item. Our taking back of the purchased item shall not constitute a withdrawal from the contract unless we have expressly declared this in writing.
7.3. After taking back the purchased item, we shall be entitled to reutilize it; the utilization proceeds shall be set off against the customer's liabilities - less reasonable utilization costs.
7.4. The customer is obligated to treat the purchased item with care; in particular, he is obligated to sufficiently insure it at his own expense against fire, water and theft damage at replacement value. The insurance policies must be presented to us upon request. The customer hereby assigns to us all present and future claims against the insurance company arising from the insurance of the goods. The customer shall notify the insurance company that the goods are the property of Leuze. All claims for damages which the customer obtains against third parties due to loss of or damage to the goods shall be transferred to us as soon as they arise. If maintenance and inspection work is required, the customer must carry this out in good time at his own expense.
7.5. In the event of seizures or other interventions by third parties, the customer must notify us immediately in writing so that we can file a third-party action. Insofar as the third party is not in a position to reimburse us for the judicial and extrajudicial costs of a third-party action, the customer shall be liable for the loss incurred by us.
7.6. The processing or transformation of the purchased items by the customer shall always be carried out for us. If the purchased item is processed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other processed items at the time of processing. In all other respects, the same shall apply to the item created by processing as to the purchased item delivered under reservation of title.
7.7. If the purchased item is inseparably mixed with other items not belonging to us, we shall acquire co-ownership of the new item in the ratio of the value of the purchased item to the other mixed items at the time of mixing. If the mixing takes place in such a way that the customer's item is to be regarded as the main item, it shall be deemed to be agreed that the customer transfers co-ownership to us on a pro rata basis. The customer shall hold the sole ownership or co-ownership thus created in safe custody for us.
7.8. The customer also assigns to us the claim to secure his claims against him which arise against a third party through the connection of the purchased item with an item of property.
7.9. The customer is entitled to resell the purchased item in the ordinary course of business. The customer hereby assigns to us as security all claims against third parties arising from the resale of the reserved goods, including all ancillary rights, irrespective of whether the reserved goods have been processed, combined, mixed or transformed. We shall accept the assignment. The customer is obligated to retain ownership of the delivery items vis-à-vis his recipient until the purchase price has been paid in full. The customer is authorized to collect the resulting purchase price claims for our account until revocation or until the cessation of payment to us. The customer is not authorized to assign this claim - not even for the purpose of collecting the claim by way of factoring - unless the obligation of the factor is established at the same time to effect the counter-performance in the amount of our share of the claim directly to us as long as there are still claims on our part against the customer. We shall only revoke the direct debit authorization if the customer is in default in payment, if the customer's financial situation deteriorates or if an application is made to open insolvency proceedings against the customer's assets. In the event of revocation of the direct debit authorization, the customer shall provide us with the information necessary for collection of the receivables by submitting the relevant supply contracts with its customers, the invoices and an overview of the payments of the recipients of the customer.
7.10. In the event of conduct by the customer in breach of contract, in particular in the event of default in payment, we shall be entitled to reclaim the reserved goods.
7.11. We undertake to release the customer's securities at the customer's request to the extent that the realizable value of the securities exceeds the claims to be secured by more than 10%; the selection of the securities to be released shall be incumbent upon us.
8. Packaging, certification
8.1. We take back packaging from the manufacturer's plant empty of residues, free of impurities and sorted according to packaging material.
8.2. If the customer affixes additional certifications to our product or combines it with other products, he shall be obligated to indemnify us against all obligations arising therefrom in the event that claims are asserted against us by government authorities due to a violation of European regulations on certifications.
9. Delivery, availability of goods
9.1. Force majeure including strikes, labor disputes, pandemics, epidemics, lockouts, blockades, fire, disruption of energy and raw material supply, states of emergency and other sovereign measures for which we are not responsible shall reasonably extend the agreed delivery periods. This shall also apply in cases of unforeseeable events which affect the operations of a pre-supplier and for which neither he nor we are responsible.
9.2. The customer is obligated to declare upon our request within a reasonable period of time whether he will withdraw from the contract due to the delay in delivery and/or demand damages in lieu of performance or insist on delivery.
9.3. If we are in default of delivery for reasons for which we are not responsible, liability for damages in the case of ordinary negligence shall be excluded, unless we have negligently breached a cardinal obligation or contractual obligations. In this case, his obligation to pay compensation is limited to the foreseeable damage typical for the contract.
9.4. If, after the customer is already in default, the customer sets us a reasonable grace period with a threat of withdrawal, the customer shall be entitled to withdraw from the contract after the fruitless expiry of this grace period; the customer shall only be entitled to claims for damages due to non-performance in the amount of the foreseeable damage if the default was due to intent or gross negligence.
9.5. The limitations of liability pursuant to 9.5 and 9.6 of these GTC shall not apply if a commercial fixed-date transaction has been agreed; the same shall apply if the customer can claim that an interest in the performance of the contract has ceased to exist due to the delay for which we are responsible. However, in the event of a negligent breach of duty, our obligation to pay compensation shall be limited to the foreseeable damage typical for the contract.
9.6. In the event of delay, the customer may demand, in addition to delivery, compensation for any proven damage caused by the delay. However, this claim shall be limited to 0.5% of the delivery value of the relevant delivery per week of delay, and to a maximum of 5% of the delivery value of the relevant delivery, unless we are guilty of intent or gross negligence. The right of the customer to withdraw from the contract after expiry of a reasonable grace period and/or to claim damages for non-performance in accordance with the provision in No. 12 of these GTC shall remain unaffected.
9.7. Compliance with our delivery obligation requires the timely and proper fulfillment of the customer's obligation.
9.8. If the customer is in default of acceptance or violates other obligations to cooperate, we are entitled to claim the resulting damage, including any additional expenses from the customer. In this case, the risk of accidental loss or accidental deterioration of the purchased item shall also pass to the customer at the point in time at which the customer defaults on acceptance.
9.9. All deliveries are subject to correct and timely delivery by our suppliers.
9.10. If a contractual penalty has been agreed, a reservation of contractual penalty shall be declared upon acceptance.
9.11. We are entitled to make partial deliveries if this appears advantageous for speedy processing and appears reasonable to the customer.
10. Shipping and transfer of risk
10.1. The risk shall pass to the customer upon delivery of the goods to the carrier, at the latest when the goods leave our works or warehouse, in the case of drop shipments the works or warehouse of our upstream supplier, also in the case of carriage paid, FOB or CIF transactions.
10.2. If shipment is delayed at the request of the customer or for reasons for which the customer is responsible, the risk shall pass to the customer upon notification of readiness for shipment.
10.3. In the case of other services, the risk shall pass to the customer as soon as we notify him of completion. Formal acceptance shall only take place if this has been agreed or if we expressly request it.
10.4. The customer is obliged to check the goods immediately after delivery, at the latest within three working days after receipt of the delivery, for transport losses, defects or any damage and to report obvious losses, defects or damage immediately in writing. If the customer fails to notify us in due time, the goods shall be deemed approved with regard to transport losses, all defects or damage .
11. Warranty for defects
11.1. The customer's warranty rights shall be subject to the condition that the customer has duly complied with its legally owed obligations to inspect the goods and to give notice of defects.
11.2. Unless otherwise agreed, the contractually owed quality results exclusively from our product specification valid at the time of conclusion of the contract. Unless otherwise agreed, we expressly do not warrant that the goods are fit for a particular purpose.
11.3. If there is a defect in the purchased item for which we are responsible, we shall be entitled, at our discretion, to remedy the defect or to make a replacement delivery. In the event of rectification of the defect, we shall be obliged to bear all expenses necessary for the purpose of rectifying the defect, in particular transport, travel, labor and material costs. Any further costs incurred by the customer shall be borne by the customer. This shall also apply to increased expenses incurred because the goods were subsequently transported to a location other than the customer's subsidiary, unless the transport is in accordance with their intended use. Necessary assembly and travel costs incurred in connection with unjustified notices of defects shall be paid by the customer, unless the absence of a defect was not apparent to the customer.
11.4. Goods replaced by the rectification shall be returned to us. Any returned goods that may have been radioactively, microbiologically or otherwise contaminated must be declared and decontaminated accordingly prior to return shipment. If a repair or replacement delivery is not possible or is refused or does not take place or fails for other reasons within a reasonable period determined by the customer, the customer may, at its discretion, withdraw from the contract or reduce the purchase price or claim damages in accordance with clause 12..
11.6. Unless otherwise stated below, any further claims of the customer - irrespective of the legal grounds - shall be excluded. Therefore, we shall not be liable for any damage that has not occurred to the delivery item itself; in particular, we shall not be liable for any loss of profit or other financial losses of the customer.
11.7. Warranty claims do not exist for damage or defects of the goods caused by faulty operation, negligent maintenance, natural wear and tear, the processing of parts not conforming to the drawing or bad parts whose dimensions exceed the specified tolerances and the like.
11.8. The above exemption from liability shall not apply if the cause of the damage is based on intent or gross negligence, but the obligation to pay compensation shall be limited to the foreseeable damage. Furthermore, it shall not apply if an assurance of property expressly covering the risk of consequential damage existed and the damage incurred was based on its absence.
11.9. The customer shall give us the opportunity to examine the complaint, in particular to make damaged goods and their packaging available for inspection by us. If there is a risk to operational safety or if there is a threat of disproportionately large damage, the customer must inform us immediately in writing in order to coordinate any self-execution with us.
11.10. We provide a warranty for freedom from defects for the period of 24 months from delivery.
12.1. The following exclusions and limitations of liability shall apply to our liability for damages, without prejudice to the other statutory requirements for claims.
12.2. We shall be liable without limitation insofar as the cause of the damage is based on intent or gross negligence.
12.3. Furthermore, we shall be liable for the slightly negligent breach of essential obligations, the breach of which jeopardizes the achievement of the purpose of the contract, or for the breach of obligations, the fulfillment of which makes the proper execution of the contract possible in the first place and on the compliance with which the customer regularly relies. In this case, however, we shall only be liable for the foreseeable damage typical for the contract. We shall not be liable for the slightly negligent breach of obligations other than those specified in the preceding sentences.
12.4. The above limitations of liability shall not apply in the event of injury to life, limb or health, for a defect following the acceptance of a guarantee for the quality of the product and in the event of fraudulently concealed defects. Liability under the Product Liability Act remains unaffected.
12.5. Insofar as our liability is excluded or limited, this shall also apply to the personal liability of employees, representatives and vicarious agents.
12.6. The customer shall inform and consult us immediately and comprehensively if he wishes to make a claim against us in accordance with the above provisions. In particular, the customer shall give us the opportunity to investigate the damage.
13. Data privacy
We inform you about the use of your data in our Data privacy declaration
14.1. We reserve the property rights and copyrights to illustrations, drawings, calculations and other documents; they may not be made accessible to third parties.
14.2. This shall apply in particular to such written documents which are designated as "confidential"; the customer shall require our express written consent before passing them on to third parties.
14.3. The customer shall have the simple right to use standard software with the agreed performance features in unchanged form on the agreed equipment. The customer may make two backup copies without express agreement, which must be marked as such.
15. Place of jurisdiction, applicable law, contractual language
15.1. The place of performance for all liabilities as well as the place of jurisdiction shall be the registered office of our company in Owen, Federal Republic of Germany, if the customer is a merchant, a person under public law or a special fund under public law. With foreign customers the international jurisdiction by German courts is agreed. We are also entitled to take legal action at the customer's place of business. The agreement on the place of jurisdiction shall also apply to proceedings involving checks and bills of exchange.
15.2. The law of the Federal Republic of Germany shall apply to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG).
15.3. Should any provision of these General Terms and Conditions and of any further agreement reached be or become invalid, this shall not affect the validity of the remainder of the contract. The contracting parties shall be obliged to replace the invalid provision with a provision that comes as close as possible to it in terms of economic success. The above shall also apply in the case of a regulatory gap.