General Terms and Conditions (AGB) of BLC Lasercladding GmbH
Important notice: This English version is provided for convenience and orientation. In case of doubt or legal interpretation, the German version of the AGB shall prevail.
Section 1 Scope
All deliveries, services and offers of BLC Lasercladding GmbH (the "Seller") are made exclusively on the basis of these General Terms and Conditions. They form part of all contracts concluded by the Seller with its contractual partners (the "Customer") and also apply to future deliveries, services and offers even if they are not expressly agreed again.
Terms and conditions of the Customer or third parties shall not apply, even if the Seller does not separately object to them in an individual case.
Section 2 Offers and conclusion of contract
All offers are non-binding unless expressly designated as binding or containing a specific acceptance period. Orders may be accepted by the Seller within 14 days of receipt.
A contract is concluded by the Customer's written confirmation or order of the offer, including these Terms and Conditions. Oral side agreements are ineffective. Amendments and supplements must be made in writing; transmission by fax or email is sufficient if a signed copy is transmitted.
Specifications, dimensions, technical data, drawings and illustrations are only approximate unless exact conformity is required for the agreed purpose. Customary deviations, technical improvements and replacement by equivalent components are permitted provided usability for the intended purpose is not impaired.
The Seller retains ownership and copyright to all offers, quotations, drawings, calculations, brochures, catalogues, models, tools and other documents or aids provided. They may not be disclosed, reproduced or used by third parties without express consent.
Section 3 Prices and payment
Prices apply to the scope of performance and delivery stated in the order confirmation. Additional or special services are charged separately. Unless otherwise agreed, prices are in EUR ex works, plus packaging, statutory VAT and, in the case of export deliveries, customs duties, fees and other public charges.
If delivery is to take place more than four months after conclusion of contract and the agreed prices are based on the Seller's list prices, the list prices valid at the time of delivery shall apply, minus any agreed discount.
Invoices are payable within 14 days without deduction unless otherwise agreed in writing. The date of receipt by the Seller is decisive. Payment by cheque is excluded unless separately agreed. In case of default, outstanding amounts bear interest at 5% p.a. above the base interest rate; the assertion of further damages remains unaffected.
Set-off or retention by the Customer is only permitted if the counterclaims are undisputed, legally established, or arise from the same order.
If circumstances become known after conclusion of contract that significantly impair the Customer's creditworthiness and jeopardize payment, the Seller may perform outstanding deliveries or services only against advance payment or security.
Section 4 Delivery and delivery times
Deliveries are made ex works. Delivery times and dates indicated by the Seller are approximate unless expressly agreed as binding. If shipment has been agreed, deadlines refer to handover to the carrier or transport service provider.
The Seller may demand an extension of delivery periods or a postponement of delivery dates by the period in which the Customer fails to fulfill its contractual obligations.
The Seller is not liable for impossibility of delivery or delays caused by force majeure or unforeseeable events beyond its control, including operational disruptions, pandemics, material or energy shortages, transport delays, strikes, lawful lockouts, staff shortages, shortages of raw materials, delays in approvals, official measures or incorrect or late deliveries by suppliers.
In such cases, delivery periods are extended appropriately. If the obstacle is not temporary and performance becomes substantially more difficult or impossible, the Seller may withdraw from the contract. If the delay makes acceptance unreasonable for the Customer, the Customer may withdraw by immediate written notice.
Partial deliveries are permitted if they are usable for the contractual purpose, the remaining delivery is ensured and no substantial additional effort or cost arises for the Customer, unless the Seller assumes such costs.
In all other respects, statutory provisions apply to delay in delivery, provided that the Customer has first issued a reminder.
Section 5 Place of performance, shipment, packaging, transfer of risk, acceptance
The place of performance for all obligations is the Seller's registered office unless otherwise agreed. If installation is owed, the place of installation is the place of performance for that part.
The method of shipment and packaging are at the Seller's due discretion.
Risk passes to the Customer at the latest upon handover of the goods to the carrier or other third party entrusted with transport. This also applies to partial deliveries and even if the Seller has assumed additional services such as shipment or installation. If dispatch or handover is delayed for reasons attributable to the Customer, risk passes on the day the goods are ready for dispatch and the Seller has notified the Customer accordingly.
Storage costs after transfer of risk are borne by the Customer. If stored by the Seller, storage costs amount to 0.25% of the invoice amount of the stored goods per elapsed week, subject to proof of higher or lower actual costs.
Transport insurance is only taken out at the Customer's express request and at the Customer's expense.
If acceptance is required, the goods are deemed accepted once delivery (and, if applicable, installation) has been completed, the Seller has requested acceptance with reference to this acceptance fiction, the relevant business-day period has elapsed, and the Customer has not refused acceptance due to a notified defect that prevents or materially impairs use.
Section 6 Warranty and defects
The warranty period is one year from delivery or, where acceptance is required, from acceptance. This does not apply to claims for damages arising from injury to life, body or health, or from intentional or grossly negligent breaches of duty.
Delivered items must be carefully inspected immediately after delivery. Obvious defects and defects detectable during a proper inspection are deemed approved unless the Seller receives written notice of defect within seven working days of delivery. Hidden defects must be notified in writing within seven working days after discovery.
In the event of justified notice of defect, the Seller is initially entitled and obliged, at its option, to repair or replace the goods within a reasonable period. If this fails, is impossible, unreasonable, refused or unduly delayed, the Customer may withdraw from the contract or reduce the purchase price appropriately.
Where a defect is caused by the Seller's fault, the Customer may claim damages only within the limits set out in Section 8.
For third-party components that the Seller cannot remedy for legal or factual reasons, the Seller may, at its option, assert warranty claims against the manufacturer or supplier for the Customer's account or assign such claims to the Customer.
Warranty is excluded if the Customer modifies the delivered item without the Seller's consent or has it modified by third parties and this makes defect rectification impossible or unreasonably difficult. Delivery of used goods may be agreed in individual cases excluding any warranty for material defects.
Section 7 Intellectual property rights
The Seller warrants, subject to this Section 7, that the delivered item is free from third-party industrial property rights and copyrights. If the Customer infringes third-party rights through operation or use of the delivered item, this falls exclusively within the Customer's responsibility.
If the delivered item infringes a third-party right, the Seller may at its own discretion and expense modify or replace it so that no third-party rights are infringed while the agreed functions remain intact, or procure a license for the Customer. If this is not achieved within a reasonable time, the Customer may withdraw from the contract or reduce the purchase price appropriately. Claims for damages remain subject to Section 8.
For infringements caused by products of other manufacturers supplied by the Seller, the Seller may assert claims against those manufacturers or assign them to the Customer.
Section 8 Liability for damages
The Seller's liability for damages, regardless of legal basis, is limited in accordance with this Section 8.
The Seller is not liable for simple negligence by its bodies, legal representatives, employees or other vicarious agents unless essential contractual obligations are breached.
Where the Seller is liable in principle under simple negligence, liability is limited to damage foreseeable at the time of conclusion of contract. Indirect and consequential damage is only recoverable insofar as such damage is typically to be expected when the delivered item is used as intended.
In the case of simple negligence, liability for property damage and resulting financial loss is limited to the amount covered by the Seller's business liability insurance per claim.
These limitations do not apply to intentional conduct, guaranteed characteristics, injury to life, body or health, or liability under the Product Liability Act.
Section 9 Retention of title
The Seller retains title to the delivered goods until all present and future claims arising from the contractual relationship and any ongoing business relationship have been paid in full.
Goods subject to retention of title may neither be pledged to third parties nor assigned as security before full payment. The Customer must notify the Seller immediately in writing if insolvency proceedings are applied for or if third parties access the reserved goods.
In the event of breach of contract, especially non-payment, the Seller may withdraw from the contract or demand surrender of the goods in accordance with statutory provisions.
Until revoked, the Customer may resell and/or process the reserved goods in the ordinary course of business. In such cases, retention of title extends to the processed products and receivables arising from resale are assigned in advance to the Seller as security.
Section 10 Final provisions
If the Customer is a merchant, a legal entity under public law, a public-law special fund, or has no general place of jurisdiction in Germany, the place of jurisdiction for all disputes shall, at the Seller's option, be the court at the Seller's registered office or the Customer's registered office. For actions against the Seller, however, the court at the Seller's registered office has exclusive jurisdiction.
The legal relationship between the Seller and the Customer is governed exclusively by the law of the Federal Republic of Germany. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
If the contract or these Terms and Conditions contain gaps, those legally effective provisions shall be deemed agreed that the parties would have agreed in accordance with the economic purpose of the contract and these Terms and Conditions had they been aware of the gap.