General terms and conditions of LEUTZ Soldering Systems GmbH

Scope:

All deliveries and services are subject exclusively to the following terms of sale and delivery excluding any contrary terms and conditions of purchasing. This applies even if we do not explicitly object to any conflicting order confirmations by our buyers.

Deviating terms require an explicit written agreement.

Offers, scope of services, conclusion of contract

Our written contractual offers are subject to confirmation. Reasonable technical changes or changes in weight are subject to change without prior notice.

We accept no liability for verbal information of our staff. This especially applies to telephone orders or orders placed with our field staff. Orders are only accepted by us if we can execute them immediately or confirm the contents and scope within 14 days in writing. In case of an immediate delivery or service, the customer receives no written confirmation.

The conclusion of the contract is subject to the correct and in time delivery of our suppliers. This applies particularly in case of a matching cover transaction and not if we are responsible for the non-delivery. We will immediately inform the customer about the unavailability of the service. A refund will returned without delay.

The quantity of custom made products delivered may vary within reasonable limits (margin of tolerance).

We reserve the ownership and copyright on all drawings or publications of any kind created by us. Drawings and printed matters (or catalogue information) are for illustration purposes only, the pictures contained therein are only roughly relevant. The buyer assumes full responsibility for all delivered documents, drawings, tutorials and other measurements.

Prices and terms of payment

If no other terms have been agreed on in writing our prices are ex stock. If the prices were not explicitly confirmed, they are subject to change without prior knowledge. The prices valid on the day of delivery will apply.

Additional costs caused by modifications requested by customers will be charged.

If not explicitly agreed on otherwise in writing, payments, regardless of receipt of goods, become due 30 days after date of invoice net cash or within 14 days with 2 % discount. Payments for repairs are due immediately without any deduction.

In case of default we will charge an interest rate of 8% (in the case of enterprises) above the respective base interest rate of the European Central Bank. We reserve the right to take further actions. Submitted checks and bills are not considered as payment before they have been honored. Discount expenses will be borne by the buyer. In the event of delayed payment, we are entitled to withhold deliveries for all orders.

We are entitled to request an advance payment of the full amounts of invoice before dispatch/delivery of the goods at any time. This applies especially if the customer is already overdue with his payments, his financial circumstances have deteriorated or information exist, which may point to a lack of creditability. If the advance payment is not made or not in time, we are entitled to withdraw from the contract.

Setoff of counterclaims

The customer can only setoff legally established claims or claims recognized as such by us.

Time of delivery and execution

Specifying a delivery / execution time is made in to the best of our knowledge. It increases appropriately if the client delays the required cooperation or fails to do so. The rejection of the delivery or the cancellation of the order by the customer is only possible if the delivery date is exceeded by more than 12 weeks and an additional respite of at least 4 has expired without success. This applies if no other individual agreement has been reached.

Events of force majeure as well as all circumstances which we are not responsible for such as operational disorder, shortage of material either with us or a supplier which make it difficult to execute the order entitle us to delay the delivery by the duration of the disorder or to withdraw from the order. The customer is informed immediately about the non-availability of the service or its delay. We are entitled to carry out partial deliveries.

Conditional sale

We reserve the title until all claims from the business relationship have been settled. We can release (partially) the goods at our discretion, insofar as their value sustainably exceeds our claims by more than 20%. Insofar as the buyer is a dealer, he is authorized to resell the goods within normal business operations. Receivables from this sale are assigned to us to the extend of the outstanding debt. We accept the assignment. After the assignment the buyer is entitled to collect the claims. We reserve the right to collect the claim ourselves in case of default of payment. In this case the buyer will disclose the assignment and give us all the necessary information for the collection of the claim.

During the retention of the title the Customer is not entitled to pledge or assign the goods as security without our written consent. The customer is obligated to inform us without delay of the access to the goods (e.g. seizure) by a third party, of damage or destruction.

If the customer does not act in accordance with the contract, especially in the case of delayed payments, we are entitled to request a handover of the goods. In this case we are also entitled to cancel the contract. The contract cancellation must be made in written form.

Warranty / liability limitation

If the buyer is an entrepreneur we have the right to either repair defect material or to replace it. Should the repair fail the customer basically has the right to ask for either a decrease or abatement of the payment or to cancel the contract.

In case of an insignificant infringement of contract or slight defects the customer is not entitled to cancel the contract.

Entrepreneurs must inform us of obvious defects within two weeks after receipt of the goods, otherwise a warranty claim is excluded. The dispatch time serves as proof of timeliness.

The purchaser shall carry full burden of proof for all claims, in particular with regards to the defect itself, the time the defect was noticed and notification of the defect.

Far reaching claims, particularly claims for compensation, are excluded. This also applies for any consequential damages. This exemption does not apply to harm of life, body or health caused by negligent breach of duty by a legal representative or agent or for any other damages caused deliberately or by gross negligence by a legal representative or an agent.

The period of warranty for entrepreneurs is one year from time of delivery. This does not apply if the customer did not give notice of the defect in time. Claims become invalid after one year unless we are accused of gross negligence.

Parts to be replaced are to be sent to the plant. Any shipping costs for the parts to be replaced or for spare parts, as well as the costs of dismantling and assembly, are to be bourn by the customer. This also applies to the shipping costs for parts sent to the plant for maintenance purposes. The customer always carries the transportation risk.

We are not responsible for defects in products resulting from improper use by the customer.

Manufacturer warranties remain unaffected. Costs arising from the repair of a defect article under warranty by third parties will only be refunded if the repair has been previously approved by us.

Job processing / subcontracting

In case of job processing or subcontracting we are entitled to retain the goods till the complete amount of invoice has been paid.
In case of errors or defects we are only liable for the processing costs. We accept no liability and no replacement for the material provided to us for processing.

Other general provisions
Place of jurisdiction / place of fulfillment

If the customer is a businessman, the exclusive court of jurisdiction for all disputes arising from this contract is our business location.

Place of fulfillment for all obligations resulting directly or indirectly from this contractual relationship including the obligation to pay, is our business location.

Applicable law

The law of the Federal Republic of Germany applies. The provisions of the UN purchase right (CIDG) do not apply.

Other provisions

Should individual provisions of the contract with the customer including these general terms and conditions be wholly or partially invalid or become so, the validity of the provisions and other agreements are not affected. The wholly or partially ineffective provision shall be replaced by an effective provision which comes closest to the economically intended success.