1. General, Scope
1.1. The following terms and conditions apply to all legal transactions (also future) between the company LuxTek GmbH, hereinafter referred to as LuxTek GmbH or contractor, and any other natural or legal person, hereinafter referred to as customer or principal. Deviating terms and conditions are not valid and do not bind LuxTek GmbH even if they are not contradicted at the conclusion of the contract.
1.2. All ancillary agreements, additions and changes must be reported in writing and require the written confirmation of LuxTek GmbH.
2. Offer and contract
2.1. Offers by LuxTek GmbH are non-binding.
2.2. The orders placed will become binding only upon written confirmation from LuxTek GmbH.
3. Price and payment
3.1. Quotation prices are in euros net ex works or warehouse, excluding the costs for packaging, shipping and possibly assembly / disassembly. The statutory sales tax is shown separately. The prices published by LuxTek GmbH at the time of delivery apply. This does not apply to a written agreement of fixed prices.
3.2. Unless otherwise agreed, payment must be made without any deduction at the latest within 30 days of the invoice date. Repair and spare parts invoices are to be paid immediately without any deduction.
3.3. In case of late payment default interest in the amount of 3% will be charged via discount of the state central bank after reminder. If the contractor asserts a higher damage caused by default, the principal must also compensate for this damage.
3.4. In the case of an agreed partial payment and late payment of a installment, the entire outstanding balance is due for immediate payment.
3.5. LuxTek GmbH reserves the right, in the event of a deterioration of the customer’s financial circumstances, to execute outstanding deliveries only against advance payment or security and, moreover, to demand security for all liabilities, even if they are conditional or limited.
3.6. LuxTek GmbH is entitled to withdraw from any contract without consequences in the event of default and as far as permissible – there are no recourse claims against LuxTek GmbH.
4. Delivery time
4.1. The delivery period begins on the day the order is confirmed in writing, but not before all open details have been clarified. The delivery times are only approximate and not binding.
4.2. The delivery period is met if the order has left the warehouse or the factory or the readiness for shipment has been communicated to the customer.
4.3. The intended delivery time may be extended if the purchaser is in arrears with his obligations from other and previous transactions or in cases of force majeure, even during an already occurring default.
4.4. LuxTek GmbH is only liable for damages caused by default that have been demonstrably incurred by the customer due to a delayed delivery caused intentionally or through gross negligence.
5. Transfer of risk and acceptance of the delivery
5.1. With the awarding of the delivery order to a forwarding agent, carrier or even upon collection, but at the latest upon leaving the warehouse or the factory, the risk is transferred to the customer. The delivery of LuxTek GmbH will be insured against breakage, transport, fire and water damage only on the written instruction of the customer.
5.2. If the shipment is delayed due to circumstances for which we are not responsible, the risk shall pass to the purchaser from the day on which we have notified in writing the readiness for shipment.
5.3. We execute the order in accordance with the operating and employment conditions existing at the time of our confirmation. The customer can not reject partial deliveries.
6. Retention of title
6.1. Until full payment, the delivered goods remain the property of LuxTek GmbH.
6.2. LuxTek GmbH retains ownership of the delivered goods until full payment of all claims under the delivery contract and is also entitled to take back the goods if the buyer behaves contrary to the contract.
6.3. The buyer is obliged, as long as the property has not been transferred to him, to treat the purchased goods with care. In particular, he is obliged to adequately insure these at his own expense against theft, fire and water damage at replacement value. If maintenance and inspection work has to be carried out, the buyer has to carry it out on time at his own expense. As long as the ownership has not been transferred, the buyer must immediately inform us in writing if the delivered item is seized or exposed to other interventions by third parties. Insofar as the third party is not in a position to reimburse us for the legal and extrajudicial costs of a claim in accordance with § 771 ZPO, the buyer is liable for the loss incurred by us.
6.4. The buyer is entitled to resell the reserved goods in the normal course of business. The buyer hereby assigns the claims of the customer from the resale of the reserved goods to us in the amount of the final invoice amount agreed with us (including value added tax). This assignment applies regardless of whether the purchased item was resold without or after processing. The buyer remains authorized to collect the claim even after the assignment. Our power to collect the claim ourselves remains unaffected. However, we will not collect the claim as long as the buyer meets his payment obligations from the proceeds received, is not in default of payment and in particular no application for opening insolvency proceedings has been filed or payment has ceased.
6.5. In case of processing, combining or mixing with other goods not belonging to us, we are entitled to co-ownership of the manufactured goods in proportion to each other: the invoice value of our reserved goods used for the manufactured goods to the sum of all invoice values of all Manufacture of the goods used, including the cost of processing them.
If a new item arises from the processing, the same applies as with the reserved goods. It is considered a conditional commodity in the sense of these conditions. The property is acquired for us, the buyer remains on loan the property, as far as he is in possession of the thing.
6.6. The customer may sell our property only in the ordinary course of business under normal terms and conditions and if not in default. He is only entitled to resell the reserved goods that the claim from the resale pursuant to paragraphs 5 to 8 pass to us. He is not entitled to other dispositions concerning the reserved goods.
6.7. The claims of the customer from the resale of the reserved goods are already assigned to us, regardless of whether the reserved goods without or after processing and whether they are sold to one or more customers. The assigned claim serves as a security in the amount of the invoice value of the respectively sold reserved goods.
6.8. If the purchaser sells the reserved goods together with other goods not belonging to us, the assignment shall only apply in the amount of the invoice value of the respective reserved goods sold.
6.9. If the reserved goods are resold after processing, in particular after processing with other goods not belonging to us, the assignment shall only apply in the amount of the invoice value of our co-ownership share.
6.10. If the reserved goods are used by the purchaser to fulfill a works or works delivery contract, the claim from the works or works delivery contract shall be assigned to us in advance to the same extent as specified in paragraphs 5 to 7 for the purchase price claim.
6.11. The purchaser is entitled to collect claims from the resale until our revocation, which is permissible at any time, in the ordinary course of business, however, we shall exercise the right of revocation if the purchaser fails to meet a payment deadline. At our request, the purchaser is obliged to inform his customers of the assignment to us and to provide us with the information and documents necessary for collection.
6.12. If the value of the securities existing for us exceeds our claims by more than 20%, we are obliged to release securities of our choice at the request of the customer.
6.13. The purchaser must notify us in writing of a seizure or other impairment by third parties.
6.14. The assertion of the retention of title and the extended retention of title as well as a garnishment by us shall not be considered a withdrawal from the contract.
7. Warranty and liability
7.1. The warranty of Fa. LuxTek GmbH is limited to the exclusion of all other claims at the option of the contractor to remedy the defect by repairing in a workshop or at the site of the repair item or by refund or reduction of the remuneration.
7.2. For third-party services, the warranty of the contractor is limited to the assignment of the claims against his supplier due to possible defects of existing claims.
7.3. The warranty obligation lapses if the parts affected by the defect have been changed, repaired or parts procured by the customer or another workshop, or if partial work has been carried out as part of an order by a third party. The same applies if, at the request of the client, the replacement of parts in need of replacement is omitted.
7.4. Defects of any kind must be reported to us in writing within 48 hours after receipt of the goods, at the latest after discovery of the defect. If the client fails to raise a complaint in time, his right to warranty expires. Any claim for damages against us shall be excluded, unless we are charged with intent or gross negligence.
7.5. Customary deviations from samples or previous deliveries are considered approved.
7.6. If the object of the contract is damaged by the client or by a third party commissioned by the contractor and if persons are injured or things of the contractor or third parties are damaged, the client is liable for this.
He is also liable for damages and consequential damages caused by the concealment of defects.
7.7. The objects of the order given by the client for repair are not insured against fire, theft, transport and storage damages etc. These risks are to be covered by the client.
7.8. Employees of the client who work in the contractor’s factory during the repair work are subject to the relevant provisions of the RVO.
7.9. Warranty services are fulfilled according to the legal warranty conditions and must be reported in writing within 2 days to LuxTek GmbH.
In addition to these provisions, no damages, even indirect damages of any kind whatsoever and regardless of the legal ground on which they are asserted, shall be reimbursed by the contractor.
The place of fulfillment for payments and the exclusive place of jurisdiction – also for actions in the course of documents and bills of exchange – is Merzig for both parties if the purchaser is a registered trader, a legal entity under public law or a public broadcaster.
Should individual provisions not be effective, this shall not affect the validity of the remaining provisions.
LuxTek GmbH (08/2018)