Terms and Conditions
1. Applicability
1.1 These General Terms and Conditions ("GTC") apply to all current and future deliveries of LEIDEL & KRACHT Schaumstoff-Technik GmbH (L&K).
1.2 Amendments or additions to these GTC are only valid if they have been accepted in writing by L&K. General terms and conditions of purchase and contractual provisions of the customer that deviate from these GTC are hereby expressly rejected.
2. Offers and prices
2.1 Offers made by L&K are generally non-binding and only become binding if they are expressly designated as binding or if they contain a period of acceptance.
2.2 L&K's obligations are based exclusively on the content of the offer or order confirmation from L&K and these GTC.
2.3 Information in price lists and other publications of L&K, such as drawings and technical documents, shall only be binding if expressly confirmed in writing.
2.4 For small orders, a reduced price will be charged depending on the quantity.
2.5 Unless otherwise agreed, L&K's prices are net ex works L&K ("EX WORKS" in accordance with Incoterms 2010), excluding value added tax, installation, and production certificates.
3. Terms of payment and prohibition of set-off
3.1 Invoices from L&K are due for payment within 30 days of the invoice date, without deduction of discounts, expenses, taxes, or fees of any kind. For pure deliveries of goods, a 2% discount may be agreed with L&K for payment within 14 days. However, discounts can only be granted if there are no outstanding payment obligations from previous deliveries.
3.2 The customer also undertakes to pay L&K any costs incurred in connection with the reminder and collection of the claim.
3.3 L&K is entitled to demand advance payment of part or all of the purchase price from the customer. This applies in particular to customer-specific manufacturing of products or to advance services provided by L&K.
3.4 The offsetting of claims of the customer against claims of L&K arising from the delivery to the customer is not permitted.
4. Delivery and transfer of benefit and risk
4.1 Delivery periods and delivery dates are approximate guidelines. Their observance depends on the timely receipt of all information and approvals necessary for delivery and on the fulfillment of the customer's obligations to cooperate. This also applies in the event that agreed partial payments or advance payments are not made on time.
4.2 In the event of a delay in delivery, the customer shall grant L&K a reasonable grace period of at least four (4) weeks. If this period is exceeded for reasons for which L&K is responsible, the customer shall be entitled to refuse acceptance of the delayed part of the delivery. Partial deliveries are permissible and shall be deemed independent transactions.
4.3 Claims by the customer for damages due to delayed delivery are excluded, except in cases of intent or gross negligence on the part of L&K.
4.4 Delivery periods shall be extended appropriately if the customer fails to fulfill its obligations to cooperate or if obstacles arise that are beyond L&K's control, such as War, strikes, accidents, natural disasters, supplier problems, official measures, or force majeure.
4.5 Unless otherwise agreed, L&K's prices are net ex works L&K ("EX WORKS" in accordance with Incoterms 2010), excluding value added tax, installation, and production certificates. Benefit and risk shall pass to the customer upon dispatch of the delivery ex works.
4.6 If shipment or acceptance of the product by the customer is delayed or prevented for reasons for which L&K is not responsible, the delivery shall be stored at the expense and risk of the customer.
5. Withdrawal
5.1 The customer is not entitled to cancel orders without the consent of L&K.
5.2 If the customer does not accept the goods, L&K shall be entitled to withdraw from the contract after a period of two (2) weeks or to claim damages for non-performance in the amount of the damage incurred.
5.3 L&K is entitled to withdraw from the purchase contract if the customer is in default of payment of the purchase price.
6. Deviations
6.1 Development samples may be handmade or not manufactured under series production conditions. We reserve the right to make customary deviations due to materials or processes.
6.2 Reference samples must be approved in writing by the customer and L&K.
7. Recommendations
7.1 Information, recommendations, and application instructions provided by L&K do not release the customer from their own suitability testing and duty of care
8. Tools
8.1 Tools that are produced based on our experience, drawings, and designs remain our intellectual property even if the costs are charged to the customer and may not be resold or used in any other way without our consent.
8. Transfer of ownership
9.1 L&K remains the owner of the delivery until the customer has paid the purchase price in full. The customer authorizes L&K to enter the retention of title in the official register and undertakes not to take any action that could jeopardize L&K's retention of title.
10. Warranty and guarantee
10.1 The warranty period begins on the date of delivery and is valid for 1 year for materials and workmanship, unless otherwise agreed. L&K warrants that the product has been manufactured and delivered in accordance with the agreed requirements.
10.2 For products not manufactured by L&K (parts and accessories provided by the customer), L&K shall only assume warranty within the scope of the warranty provided by the sub-supplier.
10.3 The warranties in sections 10.1-10.2 are final and all other warranties are excluded.
10.4 The customer undertakes to inspect the product within a reasonable period of time after receipt, but no later than within 15 working days. Any defects must be reported in writing and in detail immediately after they are discovered. If the customer fails to comply with their obligation to complain, neglects to do so, or if the inspection period expires without being used, the delivery shall be deemed approved.
10.5 If the product is defective, L&K undertakes to repair or replace the defective product at its own discretion and expense during the warranty period. For this purpose, the rejected products must be made available for return to L&K in appropriate packaging. The rejected products may only be shipped free of charge by a logistics company authorized by L&K. All other returns are possible exclusively at the expense of the customer.
10.6 L&K is entitled to refund the purchase price to the customer upon return of the defective product if new production is disproportionate for economic reasons.
10.7 Repair or replacement delivery shall not result in an extension or interruption of the original warranty period.
10.8 The warranty does not cover defects that are due to normal wear and tear, improper use, inappropriate handling, or failure to follow the instructions for use. The warranty shall expire if the customer or third parties make changes or repairs to the product without the written consent of L&K.
11. Disclaimer
11.1 The customer's claims against L&K are conclusively regulated in these General Terms and Conditions. L&K shall not be liable to the customer for any direct or indirect damage, such as loss of production, loss of data or loss of profit, regardless of the legal basis. The exclusion of liability also applies if L&K involves auxiliary persons.
11.2 The exclusion of liability does not apply to intent or gross negligence on the part of L&K
12. Insurance
12.1 All goods provided to us by the client and those completed by us as a service provider for the client and still in our storage must be insured by the client against fire and burglary.
12.2 We shall in no case be liable for damage caused by force majeure, fire, or burglary.
13. Regulations at the destination
13.1 The customer must inform L&K of the statutory, official, and operational safety regulations applicable at the place of delivery of the product that relate to the delivery and use of the products.
14. Return of goods
14.1 In the event of contamination, the customer is obliged to clean the goods in accordance with the applicable hospital hygiene standards and, if necessary, to disinfect them before returning them. In the event of non-compliance, the customer shall bear any costs incurred, as the goods cannot be accepted or will be returned.
15. Intellectual property and confidentiality
15.1 By purchasing products, the customer does not acquire any patent, copyright, trademark rights, or other intellectual property rights to the products, designs, tools, or drawings. This also applies in the event that L&K makes specific adjustments to the products for the customer.
15.2 The customer undertakes to treat all information and documents received from L&K as confidential, insofar as these are not publicly known.
16. Export control
16.1 The customer acknowledges that products may be subject to export control regulations in the USA, Asia, Europe, and the import and export regulations of other countries. The customer undertakes to comply with these regulations and acknowledges that it is his responsibility to obtain the appropriate permits for the export, re-export and import of the products, should this be necessary. The customer undertakes to indemnify L&K against any claims arising from the violation of export control regulations by the customer.
17. Disposal
17.1 The customer shall dispose of the products delivered by L&K at its own responsibility and expense in accordance with the applicable legal regulations and in compliance with environmental protection requirements.
18. Invalidity
18.1 Should any provision of these General Terms and Conditions be invalid in whole or in part, it shall be replaced by a valid provision that comes closest to the economic purpose of the invalid provision.
19. Place of performance, place of jurisdiction, and applicable law
19.1 The place of performance and exclusive place of jurisdiction is the registered office of the company. However, L&K is also entitled to bring legal action before the court responsible for the customer's registered office.
19.2 The legal relationship between L&K and the customer is governed by German law, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
LEIDEL&KRACHT Schaumstoff-Technik GmbH, Germany
LEIDEL&KRACHT Foam-Technologie, USA
L&K Update: January 2015