Terms and Conditions
A – General Terms of Delivery, Payment and Rent of Wilhelm Layher GmbH & Co. KG
I. General Terms of Delivery and Payment
1. Area of validity
These General Terms of Delivery and Payment shall apply exclusively to any legal transaction with business enterprises. Our General Terms of Delivery and Payment shall apply exclusively. They shall also apply to all future business transactions, even if they are not explicitly agreed again. Any deviating general terms of business or purchase which you may stipulate shall not be valid; they are herewith objected to.
2. Offer, confirmation of order
Our offers shall be subject to change and non-binding. Declarations of acceptance and orders shall require our confirmation in writing in order to be legally valid. The same shall apply to any additions, alterations or supplementary agreements. Our written confirmation of order shall determine the scope, content and pricing of every delivery.
3. Price basis
In the absence of any confirmation to the contrary, our valid prices at the time of conclusion of the contract shall apply, subject to value-added tax at the applicable statutory rate. If more than 3 months elapse between the conclusion of the contract and the delivery and if there are any changes in wage, material and distribution costs, the net list prices or performance prices that are applicable at the time of delivery or completion shall apply, subject to value-added tax at the applicable statutory rate. The prices stated in our price lists shall be deemed to be customary in the location and reasonable.
4. Scope of delivery
The scope of the delivery shall be solely as defined in our written confirmation of order. Partial deliveries and performance shall be permissible insofar as they are acceptable for you.
Unless there is any agreement to the contrary, our invoices shall be due within 30 days after the invoice date without deduction, irrespective of whether the invoice is passed on to any third parties or has been cleared for payment by third parties.
If the delivery is delayed for reasons for which you are responsible, the invoice shall be issued with the notification of our readiness for delivery, but no earlier than the originally agreed delivery date.
If you are in arrears with the payment of any of our invoices, all other outstanding invoices shall be immediately due for payment.
6. Rights of set-off and retention
You shall only be entitled to claim any rights of set-off or retention if your counterclaims have been granted in an enforceable ruling, are undisputed or have been recognised by us. In addition, however, you shall only be entitled to claim these rights insofar as your counterclaim is based on the same contractual relationship.
7. Prohibition of assignment
You are not entitled to assign any claims of any kind arising from our business relationship to third parties.
8. Allocation of redemption payments
If you have not declaredany allocation of the redemption payments, we shall be entitled to allocate the payments; Section 366 of the German Civil Code (BGB) is eliminated by agreement.
9. Debt collection authority
Our staff or our commercial agents shall be entitled to collect any debts insofar as they have been authorised to do so. This shall also apply to any sales from stock.
10. Transport, packaging, insurance and vehicle costs
Our prices are fundamentally deemed to be ex works without packaging. You will bear the transport, packaging, insurance and vehicle costs.
10.1 Credit for packaging materials
If we have previously charged for reusable transport equipment such as pallets, box pallets etc., we shall credit the corresponding amounts if they are returned to us promptly and for us free of any costs.
10.2 Insured dispatch
On request we shall dispatch the goods insured at your risk and expense.
10.3 Costs of returns
Insofar as we recover any materials as a result of our reserved rights, you shall bear any costs which we incur. In individual cases, these costs may correspond to the net value of the goods at the time of collection. You shall be entitled to prove to us that these costs have not arisen or were less than the amount claimed.
11. Transfer of risks
Insofar as the risk has not already passed to you, the risk shall be transferred to you at the latest as follows:
11.1 Transfer of risk for collection, loading, handover
Either, at the time of collection, loading or handover to the haulage contractor or carrier, irrespective of whether we dispatch the goods, you collect them or whether we or you commission any third parties, and irrespective of whether the dispatch is carriage paid, freight collect or for a fixed charge, even if partial deliveries are made.
11.2 Transfer of risk in the event of a delay in acceptance
In the event of any delay in the above circumstances for which you are responsible, or insofar as you are in default of acceptance for other reasons, the risk shall pass to you with our notification of readiness to deliver.
Until all claims or receivables which we have against you now or in the future on any legal grounds have been met, you grant us the following securities:
12.1 Reservation of title
All goods supplied by us shall remain our property until all claims arising from the business relationship have been completely paid and fulfilled. This shall also apply to disputed and/or conditional claims or receivables. You shall be entitled to have disposal of the goods in the normal course of business operations as long as you are not in arrears with payment.
12.2 Extended reservation of title
You fully assign to us in advance by way of security all claims or receivables related to the goods arising from a resale or on any other legal grounds. We herewith accept the assignment. Insofar as we include our claims or receivables in a current account relationship with you, the advance assignment shall also apply to the corresponding claim for payment of the balance.
12.3 Authorisation for collection of accounts, revocation of direct debit authorisation, no other assignment, notification in the event of any third party claims.
12.3.1 We herewith grant you a revocable authorisation to collect the assigned claims or receivables for our account in your own name. This authorisation for the collection of accounts may only be revoked if you are in arrears with your payment obligations or if we become aware of any protest against cheques or bills of exchange, any cessation of payments or any negative information about you.
12.3.2 You shall not be entitled to make any assignment to any other parties. You shall be entitled to collect these claims or receivables as long as you meet your payment obligations. You must inform us immediately of any seizure or any other interventions by third parties which affect our property or rights.
12.4 Details of customers
If we so demand, you shall be obliged to provide us with details of your individual claims or receivables to third parties which have been acquired as stipulated in subsection 12.2, to inform your purchasers of the assignment and to instruct them only to make payments to us. We shall be entitled at any time to notify the purchasers of the assignment and to collect the claims or receivables ourselves.
12.5 No authorisation to collect in the event of insolvency
This authorisation to collect receivables shall be deemed to have been revoked if any application is made for bankruptcy proceedings to be initiated against your assets or for you to make a declaration in lieu of oath.
12.6 Release of securities
You shall be entitled to demand the partial or complete release of securities if their realisable value exceeds the secured claims or receivables by 20%.
12.7 Authority to collect goods
12.7.1 To secure our property rights, including the event of any arrears of payment, you grant to us or to any third parties commissioned by us the right to enter your property or premises at any time in order to collect the ORIGINAL LAYHER products and other goods delivered to you and to recover any ORIGINAL LAYHER products and other goods which are our property. The same shall apply if our ORIGINAL LAYHER products and other goods need to be collected from your customers.
12.7.2 To prevent unnecessary costs, you agree to this process and you explicitly consent to this procedure.
12.7.3 You shall be obliged to reimburse us for all expenses and costs which we incur in connection with the enforcement of our claims for the surrender or collection of our material.
For any defects in the delivery, we shall be liable without prejudice to sub-section 14 as follows, to the exclusion of any further claims:
13.1 Requirement to give notice of obvious and apparent defectsObvious and apparent defects, short deliveries and mistaken deliveries shall be notifiedpromptly in writing on the consignment note, quoting the number of the delivery note;otherwise, any enforcement of warranty claims shall be excluded.
13.2 Requirement to give notice of defects that are not obviousDefects that are not obvious shall be deemed to have been approved if they have notbeen notified to us in writing, quoting the number of the delivery note, promptly afterdetection, but at the latest 14 days after the transfer of risk. To comply with this period,it shall be sufficient if the notification is sent in time.
13.3 Burden of proof for notices of defect, reimbursement of expensesYou shall bear the full burden of proof for all circumstances which justify any claim. If a defect notice is incorrectly submitted, you shall reimburse all expenses incurred by us.
13.4 Remediation, subsequent delivery, late subsequent fulfilment
13.4.1 In the event of defects, at our own discretion we shall initially either remedy the defects or supply defect-free replacement goods. If the subsequent fulfilment fails, you shall be entitled at your own discretion to demand a price reduction or revoke the contract. In the event of minor defects, the remedies of revocation and refusal of acceptance or receipt shall not apply.
13.4.2 You shall have a right of revocation if we are unable to meet your claim to subsequent fulfilment by delivering defect-free replacement goods within four weeks. Over and above this right, you shall not be entitled to any further claims, not even for compensation for any damage or loss caused by the delay.
13.5 Use according to instructions, compliance with maintenance work and tests
Your claims are also on the assumption that our parts have been used according to the instructions by technically qualified personnel, that any prescribed or necessary maintenance work and tests have been carried out and that the technical regulations for scaffolding have been complied with or adhered to, including, without limitation, for erection, planning and all relevant technical, official or statutory requirements for the specific use.
13.6 Representations in sales literature
13.6.1 Our sales literature does not contain any quality descriptions nor any assured characteristics. Our confirmation of order shall be exclusively applicable. Insofar as we refer to approvals or certification, this means that our ORIGINAL LAYHER products and other goods meet the requirements for the respective approval or certification to the required extent and subject to the requirements stipulated by the approval or certification.
13.6.2 This does not mean that our ORIGINAL LAYHER products and other goods will meet the requirements of the specific use designated by you simply on the basis of the approval or certification.
13.6.3 Details provided about a certification or approval shall not release you from your duty as the user to inform yourself about all technical and statutory requirements for the structural design, structural stability, application or use.
13.6.4 Our ORIGINAL LAYHER products and other goods must always be used by you in compliance with the specific structural requirements, the local circumstances and the specific requirements of public authorities or the law.
13.7 Defective instructions for assembly and use
Any defective instructions for assembly and use shall be deemed to be only a minor and slight violation of our obligations. Here, you shall only be entitled to the delivery of defect-free operating instructions if the proper use of our parts would otherwise not be possible.
13.8 Legal consequences of a grossly negligent or wilful violation of obligations
You shall only be entitled to further claims if we have violated any obligation deliberately or by gross negligence. Any compensation claims for the violation of cardinal contractual obligations, if caused by slight negligence, shall be limited to the foreseeable damage that is typical in contracts of this type. We shall not be liable for slightly negligent violations of minor contractual obligations.
13.9 Expiry by limitation
Claims for material defects which are not based on a purchase of consumer goods shall expire by limitation one year after the collection, delivery, hand-over or notification of readiness for forwarding at the latest, unless we are open to allegations of fraud.
13.10 Limitations of liability and expiry by limitation
The above limitations of liability and expiry by limitation shall not apply to claims arising from product liability, the loss of life, physical injury or damage to health. This shall be without prejudice to the statutory limitations of liability.
13.11 Rights of recourse under Section 478 of the German Civil Code
Any rights of recourse of you as the purchaser against us at the supplier pursuant to Section 478 of the German Civil Code (BGB) shall only exist insofar as you have not made any agreements with your customer which go beyond the statutory claims for defects.
13.12 Used products
The contractually agreed condition of any used goods shall be the condition at the time of purchase. Any wear and tear in keeping with the duration of the use of such goods shall not constitute any violation of major contractual obligations. Otherwise, any warranty for material defects is excluded.
14. Binding written information
Any information provided by our staff by word of mouth shall be deemed to be voluntary services. Any statements made by our staff by word of mouth shall only be legally binding with our written confirmation.
15. Binding delivery periods, delivery dates
Our delivery periods and dates shall only be binding if we have confirmed them as binding in writing. We object to any fixed period or deadlines which you may stipulate.
15.1 Statement of delivery periods, delivery dates, scope of delivery
Our written confirmation of order shall be solely binding for the delivery periods, delivery dates and scope of delivery. Delivery periods or delivery dates stated by us shall otherwise be non-binding and shall represent the provisional date of dispatch or collection of the goods from our factory in Güglingen-Eibensbach.
15.2 Compliance with delivery periods, delivery dates
A delivery period or delivery date that has been confirmed in writing shall be deemed to have been complied with if we have notified you of the availability, completion or readiness for dispatch of the goods by the delivery date or the end of the delivery period, if the goods have left our factory or been handed over to the carrier, haulage contractor or any other party designated to carry out the dispatch in such a way that under normal circumstances the delivery can be expected to be in time.
15.3 Requirement for compliance with any periods or dates
Compliance with any periods or dates shall be subject to the following cumulative conditions: that you have provided all documents, any necessary approvals and releases and any plans in good time that you have made the agreed payments in time and in full and that you are not in arrears with any payments. If this is not the case, the periods or dates shall be extended in accordance with the delay for which you are responsible.
15.4 Extension of any periods in the event of force majeure
If we are unable to comply with any periods or dates because of force majeure, e.g. strike or lockout, the contractual periods or dates shall be appropriately extended.
15.5 Delayed delivery
We shall be considered to be in arrears with the delivery if you have set us a reasonable extension period at the earliest 2 weeks after the non-binding delivery date or the non-binding delivery deadline, and this period has elapsed without any result. Any liability ensuing from this shall be restricted to wilful or grossly negligent violations of contract.
16. Right of revocation in the event of any protest against cheques or bills of exchange, cessation of payments, negative information
We shall be entitled to revoke the contract if we learn of any protest against cheques or bills of exchange, any cessation of payments or any negative information about you.
16.1 Lump sum compensation claim
If we revoke the contract for these reasons, we shall be entitled to a lump sum compen-sation of 20% of the net order value. You shall be entitled to prove to us that we have not incurred any such loss, or that any loss incurred was less than this amount. You shall not be entitled to claim any other rights.
16.2 Options in the event of technical or material procurement difficulties for which we are not responsible
In the event of unforeseeable technical or material procurement difficulties for which we are not responsible, we shall be entitled to revoke the contract. In this case, there shall be no other unilateral or mutual claims.
17. Copyright, rights of disposal and exploitation, transmission of documents and data to third parties
17.1 We reserve without limitation all rights to all documents and all information which we have given to you, including, without limitation, offers, cost estimates, technical drawings, all illustrations and plans, especially our rights of disposal and exploitation under property and copyright law.
17.2 All documents and data belonging to us may only be made accessible or handed over to third parties, copied, duplicated or transferred to a data medium in whole, in part or in extracts with our prior written consent.
18. Significance of illustrative or drawn representations, details of the structural design, structural stability, designated use or purpose
18.1 Any illustrative or drawn representations of the possible or actual use of our parts are only by way of example and serve only to illustrate the possible applications. They shall not constitute any legally binding assurance in relation to their type or their possible or permissible application or use.
18.2 Any details or representations of the structural design, erection, planning, securing, structural stability, designated use or application shall only be regarded as examples, and are therefore non-binding. Any such details or representations shall not release you from your duty as the user to inform yourself about all technical and statutory requirements for the structural design, erection, planning, securing, structural stability or the designated application or use.
18.3 Our ORIGINAL LAYHER products and other goods must always be used by you in compliance with the specific structural requirements, the local circumstances and the specific requirements of public authorities or the law.
18.4 You shall be obliged to comply with and adhere to all relevant technical, public authority or statutory requirements for the specific application.
18.5 We explicitly point out that you alone, as the user of our ORIGINAL LAYHER products and other goods, are responsible for the safe erection, modification, dismantling and stability of the products, the type, selection, implementation and testing of the fixing materials, compliance with the relevant DIN or EN standards, the technical regulations for scaffolding, the generally accepted engineering principles for the planning, erection and implementation of scaffolding, and for compliance with all public authority regulations and statutory provisions, including without limitation all provisions imposed by the building inspectorate or under building law, the regulations for safety in the workplace, giving special attention to the accident prevention regulations.
18.6 In addition, you as the user of the ORIGINAL LAYHER products and other goods shall be responsible for using them for the designated purpose and ensuring the operational safety of the scaffolding, proper marking and identification and for testing.
18.7 If any scaffolding is erected in deviation from the normal configuration, you shall be responsible for ensuring that structural stability is documented or certified according to the necessary extent, e.g. by providing execution plans for the individual case, supplemented by your assessment according to professional experience.
18.8 This shall also be supplemented by the details provided in our instructions for assembly and use.
19. Mixed use of ORIGINAL LAYHER products
19.1 All details or representations in our product brochures shall only apply to the exclusive use of ORIGINAL LAYHER products. Our products are designed, produced and configured in their functions exclusively for use with other Layher products. ORIGINAL LAYHER products differ in their structural design, material and production processes from the products of other manufacturers or imitation products.
19.2 We are unable to make any statement concerning any use of LAYHER products in other systems or mixed with other products. This shall also apply to any use of copies of ORIGINAL LAYHER products.
19.3 We therefore accept no liability if our ORIGINAL LAYHER products are used mixed with other products. In this respect, you shall indemnify us against all claims by any third parties.
19.4 Insofar as we make any statements with regard to product features, possible applications, structural design details, erection variants, anchoring options, application techniques, technical data or compliance with statutory regulations or standards, in each case these statements shall only apply to ORIGINAL LAYHER products or their exclusive use.
20. Technical modifications
Changes due to technical progress may be made at any time.
21. Place of performance
The place of performance shall be either our registered place of business in Güglingen-Eibensbach or one of our delivery warehouses, at our discretion.
22. Sole place of jurisdiction
If the parties are registered business enterprises, legal entities under public law or special funds under public law, the sole place of jurisdiction, including any court action related to bills of exchange, cheques and summary proceedings and irrespective of the dispute value, shall be the Local Court (Amtsgericht) of Brackenheim, which is responsible as the factual and local court of first instance for our registered place of business. The same shall also apply if you do not have a general place of jurisdiction within Germany or if you have moved your place of residence or customary place of abode out of Germany after the conclusion of the contract, or if your place of residence or customary place of abode is not known at the time when court action is filed.
23. No UN commercial law
The laws of the Federal Republic of Germany shall apply exclusively, or shall take priority. UN commercial law shall not apply.
24. Privacy, security
24.1 We record your personal data only for the purpose which you specify when you make them available. Your personal data will be used only within the Layher Group.
24.2 You agree and authorise us to process, store and analyse the data which we receive in connection with the business relationship in compliance with the relevant data protection regulations.
II. General Rental Terms
In addition to the above Section I., the General Terms of Delivery and Payment, any ORIGINAL LAYHER products and other goods rented from us shall also be subject to the following provisions.
1. Subject of the contract, offer, rental period, rental prices, costs
1.1 Subject of the contract
This rental contract grants you the right to use ORIGINAL LAYHER products and other goods for the agreed duration and for the designated purpose in Germany.
1.2 Rental offer subject to change
Rental offers are non-binding and subject to change. They are subject to the proviso that corresponding rental material is available when the rental period begins.
1.3 Rental period
1.3.1 The rental period shall be agreed in the contract. It shall begin on the day of hand-over to you or to the transport carrier.
1.3.2 Unless there is any agreement or confirmation to the contrary, rental contracts are concluded for a minimum rental period of 20 weeks. Our rental prices refer to a rental period of 4 weeks unless there is any agreement or confirmation to the contrary. Any 4-week period or part of such a period shall be charged in full.
1.4 Rental price
1.4.1 The rental prices shall be calculated from the date of delivery or collection. All subsequent rental periods shall be invoiced in advance for a period of 4 weeks. Rental invoices shall be payable within 10 days from the invoice date.
1.4.2 Our rental prices that are valid for the respective rental period shall apply and shall be subject to value-added tax at the applicable statutory rate. In the event of an increase in the rental prices, you shall be entitled to an extraordinary right of termination if you have objected to the price increase in writing without delay. The prices stated in our price lists shall be deemed to be customary in the location and reasonable.
1.5 Costs of transport, packaging, insurance
You shall bear the costs of transport, packaging and insurance of the ORIGINAL LAYHER products and other goods to the place of deployment.
1.6 Arrears of payment, authority to collect goods
1.6.1 If you are more than 14 days in arrears with your payment obligations, we shall be entitled to revoke all rental contracts with you immediately without notice and to enforce the immediate handover of all rented items to us. In this case you shall not be entitled to any right of retention.
1.6.2 In the event of a notice of termination, we shall be entitled to take immediate possession of and collect the ORIGINAL LAYHER products and other goods rented by you either in whole or in part at our discretion. In addition to that in this case, either we or any third parties commissioned by us shall be entitled to enter your property or your business premises in order to collect the ORIGINAL LAYHER products and other goods rented by you. The same shall apply if our ORIGINAL LAYHER products and other goods need to be collected from your customers.
1.6.3 To prevent unnecessary costs, you are in agreement with this process and you explicitly consent to this procedure.
2. Your duties as the renting party
You shall be obliged to carry out acceptance of the rented goods. You shall confirm to us at our discretion in writing that you have taken over the rented goods properly and that they are fully functional without restriction, e.g. on a delivery note, consignment note or confirmation of receipt. The rented goods shall be inspected by you promptly after receipt to ensure that they are complete and free from defects. Any defects or short deliveries shall be notified promptly; otherwise the enforcement of any claims shall be excluded.
2.2 Use of the rented goods, instructions for assembly and use
You shall be obliged to comply with all requirements for the use of the ORIGINAL LAYHER products and other goods rented from us and to carry out any necessary registration or obtain any approvals for the use of the rented goods. You shall take out the necessary insurance at your own expense. The provisions of the above Section I., General Terms of Delivery and Payment, No. 18 and 19, shall apply accordingly.
2.3 No mixing
2.3.1 You shall use the rented goods exclusively with other ORIGINAL LAYHER products and other goods. We explicitly point out that any mixing of ORIGINAL LAYHER products and other goods with products from other manufacturers or copies of our products is not covered by the purpose of the rent.
2.3.2 You indemnify us against any liability which results from any mixed use of ORIGINAL LAYHER products and other goods.
2.3.3 The provisions of the above Section I., General Terms of Delivery and Payment, No. 18 and 19, shall apply accordingly.
2.4 Use for the designated purpose, costs of maintenance and repairs
You undertake to use the rented goods exclusively for the designated purpose. You must maintain the rented goods in a contractual condition and carry out any repairs at your own expense. This shall not release you from your obligations of the rental contract, especially the obligation to pay the rental price.
3. Transfer of risk
In relation to the transfer of risk, e.g. if the goods are accidentally lost by loss or theft or if they deteriorate accidentally by damage, the provisions in the above Section I. General Terms of Delivery and Payment, No. 11, 11.1 and 11.2 shall apply accordingly, and collection shall be deemed to be the same as handover.
4. Place of deployment
The places of deployment shall be notified to us on demand. If we are not informed of a place of deployment in spite of a warning of termination, this shall entitle us to terminate the rental contract without notice and to claim compensation.
5.1 In the event of any defects in the rented goods at the time of handover, we shall provide warranty for material deficiencies by either repairing the defects or supplying defect-free replacement goods. You shall be entitled to reduce the rental price if two attempts at repairing the defects or supplying replacement goods fail. We shall be entitled to supply a technically and economically equivalent ORIGINAL LAYHER product instead of the rented product.
5.2 The provisions of the above Section I., General Terms of Delivery and Payment, No. 13 shall apply accordingly.
You shall be liable for all damage which arises during the use of the rented goods.
7. Rights to return goods, remediation of defects
7.1 Return of goods
After the end of the contract, the renting party shall be obliged to return the rentedgoods to our registered place of business in Güglingen in full, free from anycontamination, insured and at its own cost and risk.
7.2 Return delivery note, manner of return
You undertake to return all rented ORIGINAL LAYHER products and other goods with a delivery note quoting our delivery data. You shall return the rented goods in such a way that they can be unloaded by us with a fork-lift truck without any extra work and expense and transported on the company premises. If this is not done, you shall reimburse us for the extra work and expense. You shall be entitled to prove to us that we have not incurred any such extra expense, or that any extra expense was less than the amount charged by us.
7.3 Deterioration, deviations from the condition when delivered
Any deterioration of the rented goods at the end of the rental period, or any deviation from the condition when delivered, shall be at your expense unless they are due to the designated use or would have occurred through the designated use. You shall bear any costs of cleaning or repair. Insofar as we consider that parts cannot be repaired or the repair cost exceeds the net list price, we shall be entitled to refuse to accept the return of damaged rented goods, and instead to demand compensation for the amount of the net list price. You shall be entitled to prove to us that we have not incurred any such loss, or that any loss was less than the amount charged. This shall also apply if you have made technical changes to the rented goods.
7.4 Rented goods which no longer exist or are defective
If any rented goods no longer exist at the time when they are to be returned or taken back, or if they are defective as defined in No. 7.3, we shall invoice you for these goods at the respective net list price. You shall be entitled to prove to us that we have not incurred any such loss, or that any loss was less than the amount charged.
7.5 Cleaning or repair costs
Any necessary cleaning or repair costs shall be charged to you at reasonable and customary costs.
7.6 Extent to which goods are taken back
We shall only take back the ORIGINAL LAYHER products and other goods which we provided to you under the respective rental contract.
7.7 Late return of goods
7.7.1 If you, as the renting party, do not return the goods which are the subject of the contract after the expiry or termination of the rental period, or if you do so late, we shall be entitled to demand a usage charge equivalent to the agreed rental price as compensation for the time for which we are deprived of the goods. The right to claim compensation for further damage or loss is reserved.
7.7.2 Any continued use of the rented goods shall not lead to an extension of the rental contract. We herewith object in advance to any implicit extension of the rental contract. For the duration of any continued use, the valid rental price shall be charged as compensation for use. This stipulation of compensation for use is customary in the location and reasonable.
8. Premature termination
If you fail to comply with major obligations or do not do so in time or in full, we shall be entitled to terminate the contract without notice. Without prejudice to any further claims, you shall remain obliged to pay the rental price for the remaining term of the rental contract or until the next possible termination date.
If you decide to purchase the rented goods when the rental contract ends, you shall be granted a discount on the purchase price in keeping with customary market practices. The obligations arising from the rental contract shall remain in force until the amount due to take over the goods has been paid in full.
B – General Conditions of Purchase of Wilhelm Layher GmbH & Co. KG
General, area of validity
1.1. Our Conditions of Purchase shall apply exclusively; we do not accept any contrary conditions of sale or general terms of business which you may have, and we herewith object to them.
Our Conditions of Purchase shall also apply to all future business transactions, even if they are not explicitly agreed again. Our Conditions of Purchase shall apply even if we carry out your delivery without reservation in the knowledge of your terms and conditions which are contrary to or deviate from our Conditions of Purchase.
1.2. All agreements which are made between you and us for the execution of contracts must be set out in writing in this contract.
1.3. Our Conditions of Purchase shall only apply to dealings with business enterprises as defined in Section 310 (4) of the German Civil Code (BGB).
Offer, offer documents, written form, deviating order confirmation
2.1. Any expertise of which you learn as a result of our order may not be made accessible to any third party without our explicit written consent.
2.2. Our expertise may only be used for production on the basis of our order and must be kept confidential; Clause 9 sub-section 2 shall apply in a supplementary capacity.
2.3. Any orders by us shall only be legally valid if they have been issued in writing with legally binding force. The same shall apply to any additions, alterations or supplementary agreements. Any orders, additions, alterations or supplementary agreements which deviate from this provision shall be null and void. Any deficiency in the form of the order shall not be remedied by our receipt of your delivery. We herewith object to any order confirmations which deviate from our order. Our written order confirmation alone shall determine the scope, content and pricing of every delivery.
Prices, Conditions of payment, rights of set-off and retention, payment before the deadline for notification of defects
3.1. The price specified in our order shall be binding. In the absence of any contrary written agreement, the price stipulated in the order shall include delivery “free to the client’s premises” and the necessary packing units, e.g. pallets or box pallets.
3.2. We are only able to process invoices and delivery documents if they show the order and material numbers as specified in our order. The supplier shall be responsible for all consequences which arise from a failure to comply with this obligation unless it proves that it is not responsible for this failure.
3.3. In the absence of any written agreement to the contrary, we shall pay the purchase price with a discount of 3% within 14 days after the receipt of the delivery and the invoice, or without deduction within 30 days after the receipt of the delivery and the invoice.
3.4. We shall be entitled to the statutory rights with regard to any set-off and retention of our claims.
3.5. Any payments shall be made subject to the result of our inspection of the goods and the quantities. Any payment before the end of our inspection and complaint periods as stipulated in Clause 6 shall not be deemed to mean that we have inspected the goods or quantities delivered by you, waived any complaint against deficiencies in quality or quantity or that we have approved the delivery. Any amounts that are found to have been overpaid as a result of deviations in quality or quantity shall be refunded by you.
Delivery period, partial call for deliveries, adaptation of delivery quantities
4.1. The delivery period stipulated in the order or any call for deliveries shall be binding.
4.2. You shall notify us without delay in writing if any circumstances arise or become apparent which indicate that the agreed delivery period cannot be adhered to.
4.3. In the event of any delay in delivery, we shall be entitled to the statutory rights. In particular, we shall be entitled to claim compensation instead of performance and to revoke the contract if the supplier fails to effect delivery after a reasonable extension period set by us has elapsed. If we demand compensation, you shall be entitled to prove that you are not responsible for the violation of your obligations.
4.4. Up to 4 weeks before a delivery date we shall be entitled to call for partial deliveries of the quantity ordered for this delivery date. We shall be entitled to designate a later delivery date for the delivery of the remaining delivery quantity not accepted in a partial delivery call at the original delivery date. Your concerns shall be reasonably taken into account in any calls for partial delivery.
4.5. In the event of a decline in business due to unforeseeable events, i.e. force majeure, we shall be entitled to adjust the ordered delivery quantity to our requirements up to 4 weeks before the delivery date. In this case your concerns shall be reasonably taken into account. If we exercise this right, you shall not be entitled to any further rights as a result of this adjustment in quantity.
Transfer of risk, delivery, documents
5.1. The transfer of risk shall take place when the goods are unloaded and delivered at the unloading point specified by us. Insofar as there is no contrary written agreement, the delivery shall be “free to the client’s premises”.
5.2. On all consignment documents and delivery notes you shall quote our order and material number exactly; if these details are missing, we shall not be responsible for any delays in processing.
Investigation of defects, warranty, expiry by limitation, guarantee, compliance with standards
6.1. We shall be obliged to inspect the goods for any deviation in quality or quantity within a reasonable period; our complaint shall be deemed to be in good time if it is received by the supplier within a period of 21 working days after the receipt of the goods, or within 14 working days after the discovery of the defect in the event of hidden defects.
6.2. We shall be entitled to the statutory claims arising from defects without any restriction; in any case, we shall be entitled to demand that the supplier remedy the defect or deliver new goods at our discretion. The right of compensation, especially the right of compensation instead of performance, is explicitly reserved.
6.3. The period of limitation shall be at least 36 months from the transfer of risk, insofar as the law or the contract do not specify any longer period of limitation.
6.4. The agreed periods shall be decisive for any contractual guarantee agreements.
6.5. You give your assurance that all goods supplied by you comply with all specifications, requirements or directives which are applicable within the EU.
Product liability, indemnity, liability insurance
7.1. Insofar as you are responsible for any damage to the product, you shall be obliged to indemnify us on first demand against any claims for compensation by third parties insofar as the cause lies in your sphere of authority and organisation and you are yourself liable in any dealings with external parties.
7.2. Within the framework of your liability for cases of damage as set forth in subsection (1), you shall also be obliged to reimburse any expenditure pursuant to Sections 683 or 670 of the German Civil Code (BGB) or pursuant to Sections 830, 840 or 426 of the Civil Code which arises from or is connected with any recall activities carried out by us. We shall inform you of the content and extent of any recall measure which is to be implemented, as far as this is possible and reasonable, and shall give you the opportunity to make a statement on the matter.
This shall be without prejudice to any other legal claims.
7.3. The contractor undertakes to take out product liability insurance for an amount of 10 million EUR per claim for personal injury / property damage; if we are entitled to any further compensation claims, they shall remain unaffected.
8.1. You warrant that no rights of any third parties within the European Union are violated in connection with your delivery.
8.2. If claims are made against us by a third party for this reason, you shall be obliged to indemnify us in full against such claims on our first written request.
8.3. Your obligation to indemnify us shall apply to all expenses which we necessarily incur as a result of or in connection with any claims made by a third party.
8.4. The period of limitation shall be ten years from the conclusion of contract.
9.1. You shall be obliged without exception to maintain strict confidentiality concerning all technical data and all other documents and information which you receive. They may only be disclosed to third parties with our explicit written approval.
9.2. The obligation of confidentiality shall continue to apply even after the expiry of this contract; it shall lapse if and insofar as the production knowledge contained in the technical data and the other documents and information provided has become generally known.
9.3. The disclosure of confidential information and the possible transmission of documents, samples or models does not mean any rights to intellectual property or know-how and does not constitute publication and no prior use within the meaning of the Patent and Utility Model Law.
Sole place of jurisdiction, place of performance
10.1. If the parties are registered business enterprises, legal entities under public law or special funds under public law, the sole place of jurisdiction, including any court action related to bills of exchange, cheques and summary proceedings and irrespective of the dispute value, shall be the Local Court (Amtsgericht) of Brackenheim, which is responsible as the factual and local court of first instance for our registered place of business, however we shall also be entitled to file court action against you at the court responsible for your place of business or residence. The same shall also apply if you do not have a general place of jurisdiction within Germany or if you have moved your place of business or residence or your customary place of abode out of Germany after the conclusion of the contract, or if your place of business or residence or your customary place of abode is not known at the time when court action is filed.
10.2. Insofar as no other arrangement is stipulated in the order, our registered place of business in Güglingen-Eibensbach shall be the place of fulfilment.
No UN commercial law
The laws of the Federal Republic of Germany shall apply exclusively, or shall take priority. UN commercial law shall not apply.
Data protection, security
12.1. We collect your personal data exclusively for the purpose for which you provide us with your data. Your personal data will only be used within the Layher Group.
12.2. You are in agreement and authorise us to process, store and evaluate the data which we have received in connection with our business relationship in compliance with the applicable data protection regulations.
12.3. You can call up our data protection declaration and other data protection information on our website under www.layher.com/nebenmenue/layherdatenschutz.aspx?cls=02.
Website – Copyright
The entire contents of this website are protected by copyright. Downloading or printing of individual pages and/or parts of these are only permitted to the extent covered by the purpose for which it is intended.
Duplication, passing on or processing is prohibited without prior written consent from the author.
Website – Disclaimer of Liability
Any liability for losses or damage of whatever type due to the use of this website and for the content of external linked websites cannot be accepted despite the most careful checks.