W. Lange GmbH Heidenheim, Engineering & Screening Components

Use Experience.

Shape the Future.

General Terms

and Conditions

I. General/Scope

1. Our General Standard Terms and Conditions apply exclusively to all present and future contracts concerning deliveries, services and offers. They are regarded as accepted with the acceptance of goods or services at the latest. We will not accept terms issued by the purchaser which are in conflict with, or differ from, our General Standard Terms and Conditions, unless we have explicitly agreed to the applicability of such terms in writing. We hereby contradict counter-confirmations of the purchaser that refer to his/her deviating business conditions. These will also not be recognized in case we do not once again expressly declare them invalid after receipt. Our General Standard Terms and Conditions shall also apply even if we carry out delivery to the purchaser in the knowledge of the purchaser’s conflicting standard terms and conditions or of purchaser’s conditions which deviate from our General Standard Terms and Conditions.

2. Our offers are non-binding and subject to change. Verbal agreements and assurances from our employees are only binding after written confirmation from us. The same applies to supplements, collateral agreements or amendments to existing agreements.

3. All performance data. especially information on dimensions, weights, illustrations, descriptions, assembly diagrams and drawings in sample books, price lists and other printed matter shall only be approximate, albeit determined as well as possible, i.e. non-committal for us to this extent. We reserve the ownership rights and copyrights to illustrations, drawings, calculations and other documents. This also applies to such written documents as are indicated as "confidential". Before transferring these to third parties, the purchaser requires our express written permission.

4. Under the terms of this regulation, the “purchaser” is also understood to be the “orderer”.

5. Our General Terms and Conditions apply only to companies as defined by § 310 Para. 1 of the German Civil Code.

II. Prices

1. Unless otherwise stated in the order confirmation, our prices are ex factory prices and exclude packaging and freight. The legal value-added tax is not included in our prices either. It will be separately designated in the legal amount in the invoice on the day of invoice issuance.

2. If the taxes or other outside costs that are included in the agreed price change more than four weeks after the conclusion of the contract, or if they re-emerge, we are entitled to make price changes as appropriate. We reserve the right to make reasonable price adjustments if, after concluding the contract, circumstances arise which make cost reductions or increases necessary, in particular on account of new collective bargaining agreements or changes in the price of materials. The purchaser will receive appropriate proof on request.

III. Terms of payment

1. Payment shall be made so that our account is credited with the full amount on the due date; the deduction of a discount requires a separate written agreement. Unless otherwise stated in the order confirmation, the purchase price is due net (without deduction) within 30 days from the date of invoice. The legal regulations concerning the consequences of default apply. Costs of payment transactions shall be borne by the purchaser. The purchaser shall only be entitled to a right of retention or set-off provided that his counterclaims have been judicially determined, or are uncontested or acknowledged by us. Furthermore, he is authorized to exercise his right of retention in as far as his counterclaim is based on the same contractual relationship.

2. In the event that a term of payment has been agreed upon, said term as well as any possible interest shall be calculated based on the day of delivery as the effective date. Each order shall be regarded as a separate transaction with regard to payment.

3. Draft payments require our express prior consent. Any bill charges shall be borne by the purchaser. The acceptance of bills of exchange does not imply deferment of debt claims.

4. Cash payments have a liberating effect vis-a-vis us only insofar as they are made to persons carrying a written authority to collect.

5. Should the purchaser default in payment or should he fail to honor a bill of exchange when falling due or should other circumstances arise which indicate a considerable deterioration in the purchaser’s financial position after the conclusion of the contract and which jeopardize our financial claims, we shall be authorized to make due any and all of his non statute-barred accounts receivable resulting from the same legal relationship and to demand securities or advance payment for outstanding deliveries and services.

IV. Time of delivery and performance

1. Our delivery obligation is subject to the reservation of proper and timely self-delivery, unless the improper or delayed delivery is the result of our culpability.

2. Any information on delivery times and periods is non-binding unless otherwise explicitly agreed in writing. If a specific delivery period has been stipulated, it shall commence only after all details of the order have been clarified and all of the purchaser’s obligations, such as e.g. the procurement of official certificates, the opening of letters of credit and warranties or the payment of installments have been fulfilled. A delivery time quoted by us shall not start until all technical questions have been clarified. The plea of non-performance shall remain reserved. Delivery times and dates shall be deemed kept upon timely notification of readiness for dispatch.

3. If the purchaser defaults on acceptance or infringes on other obligations to cooperate, we are entitled to demand the damages arising to us including any additional expenditure. We reserve the right to assert further claims. In the event of default on acceptance, the risk of accidental loss or deterioration of the delivery items shall pass to the purchaser at the point in time at which the purchaser falls into default of acceptance or debtor's delay.

4. We shall be liable in accordance with statutory provisions insofar as the purchase contract upon which the transaction is based is a fixed-date transaction as defined in § 286 Para. 2 No. 4 or in § 376 of the German Commercial Code. We shall also be liable in accordance with statutory provisions if, as a consequence of any delay in delivery for which we are responsible, the purchaser is entitled to assert the right that his interest in the continued fulfilment of the contract has ended. In addition, we shall be liable in accordance with statutory provisions insofar as the delay in delivery is based upon a willful or grossly negligent contractual infringement for which we are responsible; culpability of our representatives or agents shall be attributed to us. Insofar as the delay in delivery is not based upon a willful contractual infringement for which we are responsible, our liability to pay compensation shall be limited to the foreseeable damage which typically occurs. We shall also be liable in accordance with statutory provisions insofar as the delay in delivery for which we are responsible is due to the culpable infringement of a significant contractual obligation. In this case, however, our liability to pay compensation shall be limited to the foreseeable damage which typically occurs. Moreover, in the case of delay in delivery, we shall be liable in the form of a lump sum compensation for delay amounting to 3% of the value of the delivery for each full week of delay, but subject to maximum compensation of 15% of the value of the delivery. Further legal claims and rights of the purchaser are reserved.

5. If goods not destined for delivery to the territory of the Common Market of the European Union are collected by the purchaser or the purchaser's representative, the purchaser shall provide us with the proof of export required under tax law. Otherwise the purchaser shall pay a sum equal to the VAT amount of the invoice applicable to domestic deliveries.

6. Any agreed delivery time shall be considered to be met if and in so far as the goods have left the works or our warehouse at such time or date. Compliance becomes effective at the time the shipment is defined as ready for dispatch. Events of force majeure entitle us to postpone the delivery for the duration of the hindrance plus a reasonable start-up period. This also applies in cases where such events take place during an already existing delay. Circumstances such as currency-related, trade policy and other governmental actions, strikes and lock-outs, interruptions of operation not attributable to us (e.g. fire, damage to machines, lacks of essential raw materials or energy), obstruction of transportation routes, delay of import/customs clearance and any other circumstances whatsover not attributable to us that make delivery considerably more difficult or impossible shall be equated to force majeure. In this context, it makes no difference whether these circumstances hinder us or an upstream supplier. If performance of the contract becomes unreasonable due to the above-mentioned events, and the performance of significant parts of the contract is delayed for more than 6 months, this party may demand cancellation of the contract.

V. Retention of title

1. The delivered goods remain our property (conditional commodity) until the purchase price agreed on in the supply contract has been paid in full and until complete payment of all receivables, particularly also the appropriate settlement claims, which we have in the context of business has been made. If the purchaser acts in breach of contract, in particular in the event of default in payment, we, after having granted a reasonable period, are entitled to take back the goods. If we take back the goods, this shall not be construed as a withdrawal from the contract, unless this is explicitly declared in writing. The garnishment of the purchased item by us shall always indicate a withdrawal from the contract. After return of the object of sale we shall be entitled to its utilization, the utilization proceeds shall be set-off against the accounts payable of the purchaser - minus reasonable utilization costs.

The purchaser shall be obligated to handle the goods delivered by us with care; he/she is obliged in particular to insure the goods at their reinstatement value against fire, water damage and theft at his/her own expense. Insofar as maintenance and inspection work is necessary, the purchaser must conduct this at his/her own expense on a timely basis. In the event of attachments or other interventions by third parties, the purchaser must notify us in writing immediately so that we can file legal action under § 771 of the Code of Civil Procedure. In as far as the third party is not capable of refunding us with the cost of the action in and out of court according to §771 ZPO (German Code of Civil Procedure), the purchaser shall be liable for our loss. The purchaser shall bear any costs necessary to suspend such seizure or attachment or removal of the conditional commodity, if and in so far as such costs are not borne by a third party.

2. Processing of the conditional commodity is effected for us as the manufacturer in the sense of § 950 BGB (German Civil Code) without our obligation. The processed goods shall be regarded as a conditional commodity in the sense of Item V No. 1. When the purchaser processes, combines and mixes the conditional commodity with other goods, we retain co-ownership of the new items, in relation to the invoiced value of the conditional commodity to the invoiced value of the other goods used. If our ownership ceases as a result of combining or mixing, the purchaser shall transfer to us now his ownership rights of the new stock or item to the extent of the invoice value of the conditional commodity, and shall hold them in custody on our behalf at no charge. Our coownership rights shall be deemed as conditional commodities in the sense of Item V No. 1.

3. The purchaser shall only be entitled to sell conditional commodities in common business transactions on usual business terms and so long as he/she is not in default, subject to the condition that the claim resulting from resale is vested in us according to Item V Nos. 4 and 5. He is not entitled to dispose of the conditional commodities in any other way.

4. The purchaser cedes to us already now all claims in the amount of the final invoice amount of our claims (including value added tax) which accrue to him from the re-sale of conditional commodities to his customer or a third party, independent of whether the goods were sold before or after further processing. Such claims shall serve as security to the same extent as the conditional goods themselves. If the conditional commodities are sold by the purchaser together with other goods not delivered by us, the claim from the resale is transferred to us in relationship to the invoiced value of the conditional commodities to the invoiced value of the other purchased goods. In the event of the resale of goods of which we have proportional joint ownership in accordance with No. 2, a share corresponding to our proportional ownership shall be assigned to us. In the event the conditional commodities are used by the buyer to fulfill a contract for work and materials, the demand for payment from the contract for work and materials shall be assigned to us at the same amount in advance. The purchaser also assigns the claims for securing our claims against him to us, which arise due to the combination of the delivered object of sale with real estate against a third party.

5. The purchaser is entitled to collect claims from the resale. Our authority to collect the claim ourselves remains unaffected by this. The authority to collect granted to the purchaser shall, however, expire in the event that it is revoked by us. We shall, however, exert our right of revocation only if the purchaser no longer meets his payment obligations, defaults in payment, or does not honor a bill of exchange, or if an application is made to open bankruptcy or insolvency proceedings or he stops making payments. In this case, the purchaser is obligated to immediately inform his customers and us of the claims assigned to us and their debtors and shall provide us with the information and documents necessary for collection of the claims.

6. An assignment of claims from the resale is inadmissible except in the case of an assignment by genuine factoring that is indicated to us and in which the factoring proceeds exceed the value of our secured claim. Our claim becomes payable immediately upon receipt of the credit note relating to the proceeds of factoring.

7. If the realizable value of our claims should exceed the secure claims including collateral claims by more than 10%, we shall be obliged, if so requested by the purchaser, to release portions of the claims at our discretion.

VI. Acceptances

1. Insofar as an acceptance has been agreed upon, it can take place only ex works or ex warehouse immediately after notification of readiness for acceptance. The purchaser shall bear the personal acceptance costs. Technical acceptance costs are calculated according to our currently valid price list.

2. If an acceptance is not timely or is not complete, and we are not culpable for this, we are entitled to dispatch the goods without acceptance, or to store them at the purchaser’s cost and risk and to bill the purchaser.

VII. Dispatch, passing of risk, packaging, etc.

1. To the extent that nothing to the contrary results from the order confirmation, delivery ex works shall be deemed agreed. On request, we will insure the delivery with cargo insurance, the costs of which shall be paid by the purchaser.

2. The means of transport and type of shipment shall be determined by us.

3. The purchaser shall immediately request delivery of those goods which have been notified to him as ready for dispatch. Otherwise we are entitled, upon reminder, to ship such goods at the purchaser’s cost and risk or to store them at our discretion and to invoice them to the purchaser.

4. If transport on the proposed route or to the proposed location in the proposed period is not possible and we are not culpable for this, we are entitled to deliver using a different route or to a different location; the purchaser bears the resulting costs. The purchaser shall be given an opportunity to comment beforehand.

5. The risk will pass to the purchaser as soon as the consignment has been handed over to the person executing the transport or has left our company warehouse or the shipping point specified by us for dispatch. This shall also apply if the transport is carried out by our assistants or vicarious

6. We are entitled to make partial deliveries of reasonable amounts.

VIII. Warranty, notice of defects and liability

1. The warranty claims of the purchaser require that he has observed his statutory obligations under Article 377 of the HGB (German Commercial Code) to examine the goods and to give notice of defects. Defects that are not detected in due time even after the most careful compliance with these obligations are to be reported in writing immediately after their detection following immediate termination of processing.

After the purchaser has performed an agreed acceptance of the goods, notification is precluded of defects, which could have been detected during the agreed type of acceptance.

2. To the extent that the purchased items are defective, the purchaser can, according to his own choice, require subsequent performance in the form of removal of the defect or in the form of delivery of a new defect-free product. In the event that the subsequent performance fails, the purchaser shall, at his own option, be entitled to demand withdrawal or reduction of the purchase price.

We shall grant a warranty in the same manner for the remedy or replacement delivery as for the original delivery.

3. We are liable in accordance with the relevant statutory regulations, insofar as the purchaser asserts claims for damages arising from intent or gross negligence, including intent or gross negligence on the part of our representatives or agents. Provided that we are not accused of willful breach of contract, our liability for damage shall be restricted to foreseeable, typically occurring damage.

We shall be liable in accordance with statutory provisions insofar as we infringe an important contractual obligation; however, in such a case, compensation for damages shall also be limited to foreseeable damages which typically occur.

4. Liability due to culpable injury of life, body or health remains unaffected; this also applies in cases of compelling liability in accordance with the German Product Liability Act.

5. Insofar as nothing deviating is regulated in the preceding, our liability is excluded.

6. The limitation period for defect claims is 12 months from the transfer of risk; the limitation period in the case of a right of recourse in accordance with §§ 478, 479 of the German Civil Code is not affected; such period of limitation shall be five years, calculated from the time of delivery of the defective goods.

IX. Damages and limitation

1. Liability for compensation for damages which goes beyond that envisaged under Item VIII. is excluded, regardless of the nature of the claim being asserted. This shall apply in particular to claims for damages arising from faults upon conclusion of contract, on account of other breaches of duty or on account of tortious claims to compensation for property damage according to § 823 of the German Civil Code.

2. Insofar as liability for damages against us shall be excluded or restricted, this shall also apply with respect to the personal liability for damages of our employees, members of staff, co-workers, representatives and vicarious agents.

X. Design changes

We are entitled to make design changes at any time. However, no obligation exists to make design changes in goods which have already been delivered.

XI. Place of performance, legal venue and applicable law

1. The law of the Federal Republic of Germany shall apply. Unless otherwise expressly agreed, the United Nations Convention on Contracts for the International Sale of Goods is excluded.

2. If the purchaser is a merchant, our location of business is the place of jurisdiction; however, we are also entitled to bring suit against the purchaser at the court in his place of residence.

3. Unless otherwise agreed, our location of business is the place of performance.

XII. Final provisions

Should a provision of these terms and conditions or a condition in the context of other agreements be or become invalid, this shall not impair the validity of all the remaining provisions or agreements. Ineffective provisions are to be replaced by clauses which correspond as closely as possible to the intended purpose of the invalid clause.

stand: 01.06.2016

W. Lange GmbH
Schmaleich 3
89564 Nattheim

Phone  +49 (0) 7321 - 94 585 - 0
Fax +49 (0) 7321 - 94 585 - 15