General Terms and Conditions

of LAUDA Technology Ltd.

Version January 2023

1. General conditions

1.1 (Conflicting conditions, contract amendments) only these terms and conditions shall apply to the contract. We will not accept any other conditions, whether or not expressly rejected by us. Any agreements made between us and the customer concerning the contract shall be made in writing in the respective contract. 

1.2 (Right to make amendments) our offers are subject to change. We reserve the right to make technical improvements to our products. 

1.3 (Place of performance, place of jurisdiction, governing law) place of performance shall be our manufacturing plant in Laudakönigshofen, Germany or our premises in Stamford, UK. This Agreement is governed by the law of England and Wales, and is subject to the exclusive jurisdiction of the courts of England and Wales.

1.4 (Contractual language) the language of the contract is English.

2. Delivery, delivery costs and risk

2.1 Partial shipments shall be permitted insofar as this is reasonable for the Customer. 

2.2 The customer shall pay the costs of transport, packing and insurance costs to the place of delivery requested by the customer. These will be quoted as a separate line item.

2.3 The risk shall be transferred to the customer when the goods are delivered to the customer-nominated place (Incoterms 2020 “DDP“).

2.4 The customer will take full responsibility for the unloading of the goods at the place of delivery.

3. Delivery period, force majeure, delay

3.1 Delivery periods shall be ex works. Delivery periods or deadlines shall be subject to the condition that the Customer provides information and documents to be obtained by the Customer, such as drawings and approvals or production releases, in due time, opens letters of credit as agreed and makes down payments, as well as fulfils all other obligations incumbent upon the Customer in due time.

3.2 Delivery is subject to our suppliers having delivered the correct goods to us on time. Force majeure, strikes, lockouts, operational disruptions, and supply shortages for which we are not responsible shall extend the delivery periods by the delay time caused thereby. The same shall apply in the event of additional or modified services requested by the Customer. We shall inform the Customer immediately of any obstacles to delivery.

3.3 Our delay in delivery shall in any case require a reminder from the Customer with a reasonable extension of time for performance.

3.4 In the event of damage caused by delay, we shall limit our liability for compensation for damage in addition to performance to 5 percent and for compensation for damage in lieu of performance to 10 percent of the value of our delivery. The limitation shall not apply in the event of wilful intent, gross negligence or injury of life and limb or harm to health. Otherwise, except in the case of wilful intent, our liability shall be limited to the damage typically foreseeable by us at the time of conclusion of the contract.

3.5 The provisions set out in this section shall also apply to installation or assembly periods. Such a period shall not commence until all preparatory work by the Customer has been completed.

4. Prices, conditions of payment, security deposit

4.1 Prices quoted shall be ex-works unless agreed otherwise in advance. If applicable, vat will be added at the statutory rate. Spare parts are charged according to our current price conditions or as offered.

4.2 Our invoices are due within 30 days from date of invoice and shall be paid in full, without deductions, to our account in GBP (£). We shall accept cheques only on account of performance. Costs incurred through the cashing of checks and through LCs, as well as charges for transfer, shall always be borne by the Customer.

4.3 In case of any delays in payment or if we have reason to believe that there could be failure of the customer to fulfil his or her paying obligation we reserve the right to require payment in advance or the provision of security in the amount of the respective invoice sum. Additionally, we reserve the right to apply late payment penalties (compensation and statutory interest) at our discretion in alignment with the Late Payment of Commercial Debts Act 2018.

4.4 Commissioning prices refer to agreed work only. Additional commissioning work and delays for which we are not responsible shall be charged in addition at our hourly rates. 

5. Commissioning, assembly

5.1 The customer shall be responsible for ensuring public safety at the commissioning site. The customer shall ensure that our commissioning work can be undertaken without risk of accidents. This shall include compliance with all the relevant occupational safety and accident prevention regulations. 

5.2 The customer shall ensure that our commissioning work can commence as soon as our commissioning staff arrives and can be continued without delays until completion. In particular, the Customer shall provide the following at the Customer’s own expense:

a) Preparation of the commissioning or assembly site for unhindered performance of the work; To provide electricity, water, heating, lighting and connections;
b) Provision of electricity, water, heating, lighting and connections;
c) Provision of the necessary devices, heavy tools and other requisites and, if necessary, ready-to-use PCs prepared in accordance with defined requirements;
d) Transportation of the assembly parts to the assembly site, protection of the assembly parts and materials from harmful influences of any kind; and
e) Other support to our assembly technicians to the appropriate extent.

6. Retention of title, advance assignment

6.1 The supplied goods shall remain our property until they have been unconditionally paid for in full. If we have further claims against the Customer arising from the business relationship, the retention of title shall remain in force until payment thereof.

6.2 As long as the retention of title is effective, the Customer shall be prohibited from pledging or assigning the goods subject to retention of title as security. The Customer may only resell the goods subject to retention of title in the ordinary course of business and only on the condition that title shall not pass to its customer until the Customer has fulfilled its payment obligations in full. The Customer may not combine goods subject to retention of title with other items to which third parties have rights.

6.3 If goods subject to retention of title become part of a new (overall) item by being combined with other items, we shall become co-owners of the new item directly on a pro-rata basis, even if it is to be regarded as the main item. Our share of co-ownership shall be based on the ratio of the invoice value of the goods subject to retention of title to the value of the new item at the time of combination.

6.4 The Customer shall assign to us in advance as security the claims against its customers arising from the sale of goods subject to retention of title (Subsection 6.2) and/or newly formed items (Subsection 6.3) to the amount of our invoice for the goods subject to retention of title. Provided that the Customer is not in default of payment for the goods subject to retention of title, the Customer may collect the assigned claims in the ordinary course of business. However, the Customer may only use the pro rata proceeds to pay us for the goods subject to retention of title.

6.5 At the Customer’s request, we shall release securities of our choice if and to the extent that their value exceeds the claims to be secured by more than 20%.

6.6 In the event of a culpable breach of material contractual obligations by the Customer, in particular in the event of default of payment, we shall be entitled to take back the goods subject to retention of title after issuing a reminder, and the Customer shall be obliged to surrender them. The request for surrender of the goods subject to retention of title does not constitute a withdrawal from the contract, unless this is expressly stated.

6.7 In order to determine our rights, we may have all documents/books of the Customer relating to our reserved rights inspected by a person bound to professional secrecy.

7. Claims for defects and compensation, limitation period

7.1 We shall be liable for the supplied goods/services being free of defects at the time of transfer of risk. However, insignificant deviations from the agreed quality or insignificant impairments of usability shall be irrelevant. The owed quality, durability and use shall be based on the agreed specification, product/service description or operating instructions. If the Customer wishes to use the supplied goods for purposes other than those agreed, the Customer shall be responsible for carefully checking the suitability for, or the permissibility of use for such purposes. We shall not be liable for any use not expressly confirmed by us.

7.2 The Customer shall carefully inspect the supplied goods immediately upon receipt and notify us of any obvious defects without delay; hidden defects shall be notified immediately upon discovery. In addition, the Customer must immediately notify the carrier of any transport damage. The inspection and reporting obligation also extends to product safety. Claims by the Customer based on defects shall be excluded in the event of non-compliance with the inspection and reporting obligation.

7.3 In the event of a justified notice of defect, we shall be obliged to provide subsequent performance. Subsequent performance shall be, at our option, removal of defects or delivery of goods free of defects. In the event of rejection, impossibility or failure of subsequent performance, the Customer shall have the right to reduce the purchase price or, at its option, to withdraw from the contract.

7.4 We are not liable for any damages following improper use, handling, maintenance, operation or processing or on normal wear. 

7.5 Our liability for slight negligence is excluded, except in the case of claims arising from injury to life and limb or harm to health, from the German Product Liability Act and from culpable breach of material contractual obligations. Otherwise, our liability for a slightly negligent breach of material contractual obligations shall be limited to the damage typically foreseeable by us at the time of conclusion of the contract.

7.6 If the Customer uses the supplied goods with environmentally harmful, toxic, radioactive or otherwise hazardous substances, the Customer must inform us about these substances before sending them to us. Furthermore, the Customer is obliged to clean the supplied goods. We may charge the Customer for any necessary costs of decontamination/cleaning and disposal.

7.7 Claims against us based on defects are subject to a statute of limitations of one year as of the delivery of the goods to the customer. The restrictions of the limitation period shall not apply for claims under the product liability act or for damage arising from injury to life, body or health or for other damage resulting from intent or gross negligence or for claims based on fraudulent concealment of a defect.

7.8 Should it prove that the customer lodged a complaint without justification through gross negligence, we may demand reasonable remuneration for the examination and/or repair works originating from such a complaint.

8. Product liability

8.1 The customer is obliged to observe the products. This particularly includes congruity of the manual and other technical documentations with the applicable safety regulations at the intended location of delivery. 

8.2 The customer shall transfer to the final customer, (where applicable), all warnings and general information with regards to the use of the goods or new products, that originate from alterations or modifications of the delivered goods or from combination of the delivered goods with goods or items not supplied by us. 

8.3 The customer is obliged to inform us without undue delay about any findings or experiences regarding the product safety of the delivered goods and particularly about any occurrence of damage or filed complaints in this respect. 

9. Disposal

The customer is obliged - at its own expense - to dispose of the goods in accordance with the statutory provisions and shall indemnify us from any manufacturer's take-back obligation and related claims of third parties.

 

10. Industrial proprietary rights, secrecy

10.1 We reserve ownership as well as all industrial property rights and copyrights in relation to all our designs, samples, illustrations, technical documents, quotations and offers, even where the customer has assumed the costs for the designs etc. The customer may only use the designs etc. in the manner agreed with us. Without our written consent, the customer may not manufacture the goods delivered or have the same manufactured by third parties.

10.2 Where we deliver goods in accordance with designs etc. Prescribed by the customer, the customer shall be liable towards us that no industrial property rights or other rights of third parties are infringed through the manufacture and delivery of the same. If the customer is at fault they shall reimburse us all damage resulting from any such infringement of rights.

10.3 The Customer may not modify our supplied goods, connect them to or combine them with other items or use them in any other way if doing so could violate the property rights of third parties. In the event that the Customer is at fault, the Customer shall indemnify us against all claims asserted against us by third parties based on infringements of property rights due to the Customer’s use as defined in sentence 1 and shall reimburse us for any costs incurred as a result.

10.4 The customer shall maintain secrecy as towards third parties in relation to all knowledge acquired through the business relationship with ourselves which is not in the public domain.

© www.lauda-technology.co.uk / Copyright 2023, LAUDA Technology Ltd., Stamford, United Kingdom